Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 20, 2017 | Jun. 30, 2016 | |
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 | 124,082,833 | ||
Entity Public Float | $ 1,482,545,284 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net revenue | $ 2,351,356 | $ 2,221,020 | $ 2,148,159 |
Costs and expenses | |||
Cost of revenue | 1,430,646 | 1,340,405 | 1,323,889 |
Selling, general and administrative | 510,688 | 455,864 | 430,472 |
Depreciation and amortization | 209,409 | 234,228 | 232,848 |
Total costs and expenses | 2,150,743 | 2,030,497 | 1,987,209 |
Operating income | 200,613 | 190,523 | 160,950 |
Interest expense, net | (151,481) | (148,787) | (278,198) |
Loss on early extinguishment of debt | (4,333) | (107,590) | |
Gain on sale of shares of Orbitz Worldwide | 6,271 | 355,750 | |
Income before income taxes and share of losses in equity method investments | 44,799 | 48,007 | 130,912 |
Provision for income taxes | (29,753) | (27,126) | (38,528) |
Share of losses in equity method investments | (671) | (1,084) | |
Net income | 15,046 | 20,210 | 91,300 |
Net loss (income) attributable to non-controlling interest in subsidiaries | 1,774 | (3,878) | (4,806) |
Net income attributable to the Company | $ 16,820 | $ 16,332 | $ 86,494 |
Income per share - Basic: | |||
Income per share (in dollars per share) | $ 0.14 | $ 0.13 | $ 1.01 |
Weighted average common shares outstanding - Basic (in shares) | 123,871,479 | 122,340,491 | 85,771,655 |
Income per share - Diluted: | |||
Income per share (in dollars per share) | $ 0.13 | $ 0.13 | $ 0.98 |
Weighted average common shares outstanding - Diluted (in shares) | 125,396,485 | 122,539,422 | 87,864,090 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 15,046 | $ 20,210 | $ 91,300 | |
Other comprehensive (loss) income, net of tax: | ||||
Currency translation adjustment, net of tax of $0 | (4,581) | (10,554) | (10,775) | |
Changes in gain on available-for-sale securities, net of tax of $0 | (6,376) | 6,376 | ||
Unrealized actuarial (loss) gain on defined benefit plans, net of tax of $1,084, $0 and $2,128 | (7,984) | 13,551 | (83,833) | |
Changes in loss on equity investment, net of tax of $0 | (516) | (7,438) | ||
Changes in loss on cash flow hedges, net of tax of $0 | 4,022 | |||
Other comprehensive loss, net of tax | [1] | (12,565) | (3,895) | (91,648) |
Comprehensive income (loss) | 2,481 | 16,315 | (348) | |
Comprehensive loss (income) attributable to non-controlling interest in subsidiaries | 1,774 | (3,878) | (4,806) | |
Comprehensive income (loss) attributable to the Company | $ 4,255 | $ 12,437 | $ (5,154) | |
[1] | The tax credit relates to unrecognized actuarial gain (loss) on defined benefit plans and was $1 million, $0 and $2 million for the years ended December 31, 2016, 2015 and 2014, respectively. For all other components of accumulated other comprehensive loss, the tax impact was $0 for each of the years ended December 31, 2014, 2015 and 2016. |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Tax on currency translation adjustments | $ 0 | $ 0 | $ 0 |
Tax on gain on available-for-sale securities | 0 | 0 | 0 |
Tax of unrealized actuarial (loss) gain on defined benefit plans | 1,084 | 0 | 2,128 |
Tax on changes in (loss) gain on equity investment | 0 | 0 | 0 |
Tax on changes in loss on cash flow hedges | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 139,938 | $ 154,841 |
Accounts receivable (net of allowances for doubtful accounts of $13,430 and $14,575) | 218,224 | 205,686 |
Deferred income taxes | 5,133 | |
Other current assets | 84,089 | 99,481 |
Total current assets | 442,251 | 465,141 |
Property and equipment, net | 431,046 | 459,848 |
Goodwill | 1,079,951 | 1,067,415 |
Trademarks and tradenames | 313,097 | 313,961 |
Other intangible assets, net | 511,607 | 534,540 |
Deferred income taxes | 9,213 | 10,348 |
Other non-current assets | 46,764 | 54,176 |
Total assets | 2,833,929 | 2,905,429 |
Current liabilities: | ||
Accounts payable | 59,219 | 74,277 |
Accrued expenses and other current liabilities | 478,560 | 430,650 |
Current portion of long-term debt | 63,558 | 74,163 |
Total current liabilities | 601,337 | 579,090 |
Long-term debt | 2,281,210 | 2,363,035 |
Deferred income taxes | 59,381 | 59,663 |
Other non-current liabilities | 227,783 | 226,499 |
Total liabilities | 3,169,711 | 3,228,287 |
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, 2016 and 2015) | ||
Common shares ($0.0025 par value; 560,000,000 shares authorized; 124,941,233 shares and 124,476,382 shares issued; 124,032,361 shares and 123,631,474 shares outstanding as of December 31, 2016 and 2015, respectively) | 312 | 311 |
Additional paid in capital | 2,708,836 | 2,715,538 |
Treasury shares, at cost (908,872 shares and 844,908 shares as of December 31, 2016 and 2015, respectively) | (14,166) | (13,331) |
Accumulated deficit | (2,864,838) | (2,881,658) |
Accumulated other comprehensive loss | (190,072) | (177,507) |
Total shareholders' equity (deficit) | (359,928) | (356,647) |
Equity attributable to non-controlling interest in subsidiaries | 24,146 | 33,789 |
Total equity (deficit) | (335,782) | (322,858) |
Total liabilities and equity | $ 2,833,929 | $ 2,905,429 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts receivable (in dollars) | $ 13,430 | $ 14,575 |
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 | 124,941,233 | 124,476,382 |
Common stock, shares outstanding | 124,032,361 | 123,631,474 |
Treasury stock, shares | 908,872 | 844,908 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net income | $ 15,046 | $ 20,210 | $ 91,300 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 209,409 | 234,228 | 232,848 |
Amortization of customer loyalty payments | 71,137 | 67,047 | 76,158 |
Impairment of long-lived assets | 11,152 | 1,626 | |
Allowance for prepaid incentives | 10,684 | ||
Gain on sale of shares of Orbitz Worldwide | (6,271) | (355,750) | |
Amortization of debt finance costs and debt discount | 10,636 | 10,353 | 15,529 |
Loss on early extinguishment of debt | 4,333 | 107,590 | |
Loss (gain) on foreign exchange derivative instruments | 11,435 | (4,463) | 17,442 |
Loss (gain) on interest rate derivative instruments | 6,168 | (8,655) | (503) |
Payment-in-kind interest | 16,616 | ||
Share of losses in equity method investments | 671 | 1,084 | |
Equity-based compensation | 32,247 | 29,681 | 40,583 |
Deferred income taxes | 6,662 | 1,879 | 6,494 |
Customer loyalty payments | (84,562) | (74,712) | (92,945) |
Pension liability contribution | (3,157) | (2,759) | (6,642) |
Changes in assets and liabilities: | |||
Accounts receivable | (13,157) | (17,913) | (11,422) |
Other current assets | (9,578) | (26,656) | 7,359 |
Accounts payable, accrued expenses and other current liabilities | 17,071 | 11,590 | (97,870) |
Other | 3,493 | 27,993 | 8,954 |
Net cash provided by operating activities | 299,019 | 262,223 | 58,451 |
Investing activities | |||
Property and equipment additions | (107,460) | (106,095) | (111,723) |
Businesses acquired, net of cash | (15,009) | (66,487) | (18,262) |
Proceeds from sale of shares of Orbitz Worldwide | 6,271 | 365,984 | |
Purchase of equity method investment | (10,000) | ||
Net cash (used in) provided by investing activities | (122,469) | (166,311) | 225,999 |
Financing activities | |||
Net proceeds from issuance of common shares in initial public offering | 445,000 | ||
Proceeds from term loans under senior secured credit agreement | 143,291 | 2,345,313 | |
Proceeds from bridge loans | 425,000 | ||
Proceeds from revolver borrowings | 10,000 | 30,000 | 75,000 |
Repayment of term loans under senior secured credit agreement | (217,041) | (23,750) | (1,476,531) |
Repayment of bridge loans | (425,000) | ||
Repayment of term loans under second lien credit agreement | (863,174) | ||
Repurchase / repayment of senior notes and senior subordinated notes | (588,385) | ||
Repayment of revolver borrowings | (10,000) | (30,000) | (75,000) |
Repayment of capital lease obligations and other indebtedness | (62,310) | (36,483) | (31,901) |
Debt finance costs and lender fees | (7,791) | (39,536) | |
Release of cash provided as collateral | 25,886 | 52,528 | |
Payment related to early extinguishment of debt | (707) | (45,593) | |
Purchase of non-controlling interest in a subsidiary | (7,820) | (2,795) | (65,399) |
Tax withholding for equity awards | (1,361) | (23,265) | |
Proceeds from share issuance under employee share purchase plan | 1,983 | 603 | |
Sale of treasury shares | 12,036 | ||
Treasury share purchase related to vesting of equity awards | (1,651) | (13,119) | |
Dividend to shareholders | (37,233) | (37,081) | (9,106) |
Dividend to non-controlling interest shareholders | (1,468) | (1,973) | (2,235) |
Proceeds from settlement of derivative instruments | 3,028 | ||
Other | 1,873 | ||
Net cash used in financing activities | (190,747) | (78,037) | (297,383) |
Effect of changes in exchange rates on cash and cash equivalents | (706) | (2,020) | (1,804) |
Net (decrease) increase in cash and cash equivalents | (14,903) | 15,855 | (14,737) |
Cash and cash equivalents at beginning of year | 154,841 | 138,986 | 153,723 |
Cash and cash equivalents at end of year | 139,938 | 154,841 | 138,986 |
Supplemental disclosure of cash flow information | |||
Interest payments, net of capitalized interest | 136,458 | 145,522 | 294,168 |
Income tax payments, net of refunds | 20,776 | 24,673 | 26,204 |
Non-cash capital lease additions (see Note 6) | $ 34,713 | 89,785 | 17,554 |
Non-cash purchase of property and equipment (see Note 6) | $ 33,570 | ||
Non-cash exchange of debt for equity | $ 571,371 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Shares | Additional Paid in Capital | Treasury Shares | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- Controlling Interest in Subsidiaries | Total |
Balance at Dec. 31, 2013 | $ 151 | $ 1,736,492 | $ (2,984,484) | $ (81,964) | $ 19,293 | $ (1,310,512) | |
Balance (in shares) at Dec. 31, 2013 | 60,882,046 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issue of common shares in initial public offering, net of expenses | $ 75 | 444,925 | 445,000 | ||||
Issue of common shares in initial public offering, net of expenses (in shares) | 30,000,000 | ||||||
Issue of common shares in exchange for debt | $ 72 | 584,731 | 584,803 | ||||
Issue of common shares in exchange for debt (in shares) | 28,841,012 | ||||||
Dividend to non-controlling interest shareholders | (2,235) | (2,235) | |||||
Dividend to shareholders ($0.300, $0.300 and $0.075 per share for December 31, 2016, December 31, 2015 and 2014 respectively) | (9,142) | (9,142) | |||||
Purchase of non-controlling interest in a subsidiary | (62,299) | (3,100) | (65,399) | ||||
Equity-based compensation | $ 8 | 40,575 | 40,583 | ||||
Equity-based compensation (in shares) | 3,078,827 | ||||||
Tax withholding for equity awards | $ (3) | (23,265) | (23,268) | ||||
Tax withholding for equity awards (in shares) | (1,390,525) | ||||||
Tax benefit from equity-based award activity | 2,498 | 2,498 | |||||
Comprehensive income (loss), net of tax | 86,494 | (91,648) | 4,806 | (348) | |||
Balance at Dec. 31, 2014 | $ 303 | 2,714,515 | (2,897,990) | (173,612) | 18,764 | (338,020) | |
Balance (in shares) at Dec. 31, 2014 | 121,411,360 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in accounting policy for treasury shares | $ 3 | 17,133 | $ (17,136) | ||||
Change in accounting policy for treasury shares (in shares) | 1,094,239 | 1,094,239 | |||||
Balance after change in accounting policy | $ 306 | 2,731,648 | $ (17,136) | (2,897,990) | (173,612) | 18,764 | (338,020) |
Balance after change in accounting policy (in shares) | 122,505,599 | 1,094,239 | |||||
Dividend to non-controlling interest shareholders | (1,973) | (1,973) | |||||
Dividend to shareholders ($0.300, $0.300 and $0.075 per share for December 31, 2016, December 31, 2015 and 2014 respectively) | (37,328) | (37,328) | |||||
Purchase of non-controlling interest in a subsidiary | (2,516) | (279) | (2,795) | ||||
Equity-based compensation | $ 5 | 25,138 | 25,143 | ||||
Equity-based compensation (in shares) | 1,970,783 | ||||||
Non-controlling interest in business acquisitions | 13,399 | 13,399 | |||||
Treasury shares purchased in relation to vesting of equity awards | $ (13,328) | (13,328) | |||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 837,867 | ||||||
Treasury shares issued on vesting of equity awards | $ 3,693 | 3,693 | |||||
Treasury shares issued on vesting of equity awards (in shares) | (237,198) | ||||||
Sale of treasury shares (See Note 16) | (1,404) | $ 13,440 | 12,036 | ||||
Sale of treasury shares (See Note 16) (in shares) | (850,000) | ||||||
Comprehensive income (loss), net of tax | 16,332 | (3,895) | 3,878 | 16,315 | |||
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, $0.300 and $0.075 per share for December 31, 2016, December 31, 2015 and 2014 respectively) | (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 on vesting of equity awards | (816) | $ 816 | |||||
Treasury shares issued on 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 |
CONSOLIDATED STATEMENTS OF CHA9
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT) (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Per share dividend to shareholders | $ 0.300 | $ 0.300 | $ 0.075 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 business is comprised of: The Travel Commerce Platform, through which the Company facilitates travel commerce by connecting the world’s leading travel providers, such as airlines and hotel chains, with online and offline travel buyers in the Company’s proprietary business-to-business (“B2B”) travel commerce platform. As travel industry needs evolve, Travelport is utilizing its Travel Commerce Platform to redefine the electronic distribution and merchandising of airline core and ancillary products, as well as extending its reach into the growing world of travel commerce beyond air, including 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 payment solution that addresses the need of travel agencies to efficiently and securely make payments to travel providers globally. The Company also provides travel companies with a mobile travel platform and digital product set that allows airlines, hotels, corporate travel management companies and travel agencies to engage with their customers through digital services, including apps, mobile web 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 hosting solutions to airlines, such as pricing, shopping, ticketing, ground handling 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. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Beginning with the first quarter of 2016, the Company has presented U.S. dollar amounts and certain statistical information in tables rounded to the nearest thousand as compared to the nearest million as presented in previous years. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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”), IGT Solutions Private Limited, Travel-IT Beteiligungsgesellschaft GmbH and Locomote Holdings Pty Limited (“Travelport Locomote”). 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 the estimation of the collectability of accounts receivable, including amounts due from airlines that are in bankruptcy or which have faced financial difficulties, amounts for future cancellations of airline bookings processed through the Travel Commerce Platform, determination of the fair value of assets and liabilities acquired in a business combination, the evaluation of the recoverability of the carrying value of property and equipment, goodwill and intangible assets, discount rates and rates of return affecting the calculation of the assets and liabilities associated with the employee benefit plans and the evaluation of uncertainties surrounding the calculation of the Company’s tax assets and liabilities. Revenue Recognition 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 system and where tickets were issued by the Company that were originally booked on an alternative system. Revenue for air travel reservations is recognized at the time of the booking of the reservation when it is contractually billed, net of estimated cancellations and anticipated incentives for customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations; and such cancellations have not been significant, historically. The Company’s beyond air revenue, including hotel and car reservations, is recognized upon fulfillment of the reservation. Given hotel and car reservations can be cancelled at any time without penalty, revenue is recognized upon the fulfillment of the reservation when it is contractually billed and collectability of the revenue is reasonably assured. The Company’s payment processing revenue is earned as a percentage of total transaction value in the form of interchange fees payable by banks. Revenue is recognized when the payment is processed. The Company collects annual 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 have fixed amounts of fees, revenue is recognized ratably over the contract period. Where the contractual terms have variable usage of services, 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 hosting solutions and other services to airlines such as pricing, shopping, ticketing, ground handling and other solutions. Where the contractual terms have fixed amounts of fees, revenue is recognized ratably over the contract period. Where the contractual terms have variable usage of services, 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 national distribution companies (“NDCs”), 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 to travel agencies and NDCs 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 contracts. 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 air 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 NDC structure, where feasible, in order to take advantage of the NDC’s local industry knowledge. The NDC 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 NDC earns a share of the booking fees generated in the NDC’s territory. Cost of revenue also includes incentive payments to travel agencies for using the Company’s payment solutions. 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 consist of 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 center, other operating costs associated with running the Company’s Travel Commerce Platform, including facility and related running costs of the Company’s data center, technology costs related to maintaining the networks between the Company and its travel providers and its hosting solutions; salaries and benefits paid to employees for the development, delivery and implementation of software, the maintenance of mainframes, servers and software used in the Company’s data center 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, $20 million and $16 million for the years ended December 31, 2016, 2015 and 2014, 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 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. 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 collectable. 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 receivable 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 $2 million, $2 million and $3 million for the years ended December 31, 2016, 2015 and 2014, 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, 2016 and 2015, the Company did not designate any derivative contract as accounting hedges, although during 2014, the Company had designated its interest rate cap derivative contracts as cash flow hedges. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedging instruments are recorded as a component of accumulated other comprehensive income (loss). The ineffective portion is reported directly in earnings in the consolidated statements of operations. Amounts included in accumulated other comprehensive income (loss) are recognized in earnings in the same period during which the hedged cash flow affects earnings, or are recognized earlier where the cash flow hedges are determined to be ineffective, or where the derivative contracts are terminated prior to maturity and the cash outflows hedged are not considered as probable of occurring. 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, 2016, 2015 and 2014, the Company amortized software costs developed for internal use of $108 million, $99 million and $87 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 its own use. The amount of interest on capital projects capitalized was $4 million, $3 million and $8 million for the years ended December 31, 2016, 2015 and 2014, 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 impairment may have occurred. The Company’s amortizable intangible assets comprise of (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 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 impairment may have occurred. The Company performed its annual impairment test during the fourth quarter of 2016 and did not identify any significant impairment. The Company evaluates the recoverability of its other long-lived assets, including definite-lived intangible assets, if circumstances indicate 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 gains and losses on derivative financial instruments designated as cash flow hedges, 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 translating 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 function currency entity. Transactions in currencies other than 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 under 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 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 a defined contribution savings plan, under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to this plan 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 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 return and from changes in the projected benefit obligation and are deferred within accumulated other comprehensive income (loss), net of tax. Recently Issued Accounting Pronouncements Goodwill Impairment In January 2017, the Financial Accounting Standards Board (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. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The new guidance is applicable to the Company 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 does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. Restricted Cash In November 2016, the FASB issued guidance which requires entities to include restricted cash as part of cash and cash equivalents in the statement of cash flows. It also requires a reconciliation between the balance sheet and the statement of cash flows. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. Early adoption of the amendments in the guidance is permitted and requires its application using a retrospective transition method. The Company is currently evaluating the impact on the consolidated financial statements resulting from the adoption of this 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 amendments provide 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 new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. Early adoption of the amendments in the guidance is permitted and requires its application using a retrospective transition method. The Company does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. Financial Instruments—Credit Losses In June 2016, the FASB issued guidance which amends the guidance on 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, an entity will recognize allowance for credit losses based on its estimate of expected credit losses, which will result in more timely recognition of such losses. The guidance requires an entity to consider all available relevant information 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 the amended guidance on the consolidated financial statements. Compensation—Stock Compensation In March 2016, the FASB issued guidance on several aspects of the accounting for share-based payment transactions which simplifies the current accounting requirements. The update includes accounting for income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2016. The Company does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. Leases In February 2016, the FASB issued guidance on lease accounting which supersedes the current guidance on leases. The new guidance establishes a right-of-use (“ROU”) model that 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. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption of the amendments in the guidance is permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements (see Note 15—Commitments and Contingencies for the Company’s minimum lease commitments for operating leases as of December 31, 2016). Financial Instruments In January 2016, the FASB issued guidance which amends the current guidance on the classification and measurement of financial instruments. It significantly revises an entity’s 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 guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. The Company does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. Income Taxes In November 2015, the FASB issued guidance in relation to the balance sheet presentation of deferred tax assets and liabilities. This guidance simplifi |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. Income Taxes The provision for income taxes consisted of: (in $ thousands) Year Ended Year Ended Year Ended Current U.S. Federal $ — $ — $ (968 ) U.S. State (252 ) — — Non-U.S. (23,276 ) (24,113 ) (28,565 ) (23,528 ) (24,113 ) (29,533 ) Deferred U.S. Federal (3,878 ) (2,520 ) (10,001 ) Non-U.S. (2,784 ) 641 3,507 (6,662 ) (1,879 ) (6,494 ) Non-current Liabilities for uncertain tax positions 437 (1,134 ) (2,501 ) Provision for income taxes $ (29,753 ) $ (27,126 ) $ (38,528 ) Income before income taxes and share of losses in equity method investments for U.S. and non-U.S. operations consisted of: (in $ thousands) Year Ended Year Ended Year Ended U.S. $ (9,798 ) $ (26,702 ) $ 22,134 Non-U.S. 54,597 74,709 108,778 Income before income taxes and share of losses in equity method investments $ 44,799 $ 48,007 $ 130,912 Deferred income tax assets and liabilities were comprised of: (in $ thousands, except share data) December 31, December 31, Deferred tax assets: NOL and tax credit carry forwards $ 214,165 $ 376,489 Pension liability 49,613 48,472 Accrued liabilities and deferred income 25,693 27,472 Equity-based compensation 4,010 2,585 Allowance for doubtful accounts 923 1,140 Other assets 8,782 1,564 Less: Valuation allowance (215,795 ) (383,357 ) Total deferred tax assets 87,391 74,365 Netted against deferred tax liabilities (78,178 ) (58,884 ) Deferred tax assets recognized on the balance sheet 9,213 15,481 Deferred tax liabilities: Accumulated depreciation and amortization (118,287 ) (99,534 ) Other (19,272 ) (19,013 ) Total deferred tax liabilities (137,559 ) (118,547 ) Netted against deferred tax assets 78,178 58,884 Deferred tax liabilities recognized on the balance sheet (59,381 ) (59,663 ) Net deferred tax liability $ (50,168 ) $ (44,182 ) The Company continues to regularly assess the realizability of all deferred tax assets. Changes in historical earnings performance and future earnings projections, among other factors, may cause the Company to adjust its valuation allowance on deferred tax assets, which would impact its income tax expense in the period the Company determines that these factors have changed. The Company believes that it is more likely than not that the benefit from certain U.S. federal, U.S. State and non-U.S. net operating losses (“NOL”) carry forwards and other deferred tax assets will not be realized. Consequently, a valuation allowance of $216 million has been recorded against such deferred tax assets as of December 31, 2016. The deferred tax asset for NOL and tax credit carry forwards reduced significantly during the year ended December 31, 2016 due to non-U.S. NOL, with a valuation allowance established, which was determined to be no longer realizable. As a result, the corresponding deferred tax asset of $159 million has been netted against the valuation allowance. As of December 31, 2016, the Company had federal NOL carry forwards of approximately $367 million, which expire between 2032 and 2036, and state NOL carry forwards which expire between 2017 and 2036. The Company had other non-U.S. NOL carry forwards of $246 million that expire between three years and indefinitely. The deferred tax asset in respect of these U.S. and non-U.S. NOL carry forwards and U.S. tax credits is $214 million. Moreover, 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 2014, 2015 and 2016 (see Note 16—Equity), 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, 2016, the Company does not anticipate this limitation will restrict or reduce the utilization of U.S. NOL carry forwards; however, the Company continues to evaluate the potential impact of the Section 382 limitation. As a result of certain realization requirements of accounting for equity-based compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 31, 2016 that arose directly from tax deductions related to equity-based compensation in excess of compensation recognized for financial reporting. Equity will be increased by $10 million if such deferred tax assets are ultimately realized. The Company uses ordering as prescribed under U.S. GAAP for purposes of determining when excess tax benefits have been realized. 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. The amount of such taxable temporary differences totaled $38 million as of December 31, 2016 and the amount of any unrecognized deferred income tax liability on this temporary difference is $1 million. The Company’s provision for income taxes differs from its tax (provision) benefit at the U.S. Federal statutory rate of 35% as follows: (in $ thousands) Year Ended Year Ended Year Ended Tax provision at U.S. federal statutory rate of 35% $ (15,683 ) $ (16,757 ) $ (45,600 ) Taxes on non-U.S. operations at alternative rates 15,772 62,997 66,150 Liability for uncertain tax positions 437 (738 ) (2,867 ) Change in valuation allowance (11,518 ) (59,167 ) (138,388 ) Non-taxable income — 2,078 104,201 Non-deductible expenses (16,391 ) (15,670 ) (19,004 ) Adjustment in respect of prior years (1,441 ) — 502 Other (929 ) 131 (3,522 ) Provision for income taxes $ (29,753 ) $ (27,126 ) $ (38,528 ) 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 35% due to both significant operations and 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, (ii) the Company’s earnings outside of the U.S. are taxed at an effective rate that is lower than the U.S. Federal rate and at a relatively consistent level of charge, (iii) the location of the Company’s debt in countries with no or low rates of federal tax results in limited tax benefit for interest 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 estimated economic loss upon ultimate settlement for certain positions. The Company believes tax provisions are adequate for all open years, based on 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 as a result of payments. The total amount of unrecognized tax benefits (including interest and penalties thereon) that, if recognized, would affect the Company’s effective tax rate is $93 million, $92 million and $26 million as of December 31, 2016, 2015 and 2014, 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 receivable 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: (in $ thousands) Year Ended Year Ended Year Ended Unrecognized tax benefit – opening balance $ 95,687 $ 25,773 $ 23,596 Gross increases – tax positions in prior periods 2,522 56,916 2,249 Gross decreases – tax positions in prior periods (10,723 ) (639 ) — Gross increases – tax positions in current period 6,229 15,721 934 Decrease related to lapsing of statute of limitations — — (526 ) Decrease due to currency translation adjustments (2,235 ) (2,084 ) (480 ) Unrecognized tax benefit – ending balance $ 91,480 $ 95,687 $ 25,773 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, 2016, 2015 and 2014. As of December 31, 2016 and 2015, the Company had cumulative accrued interest and penalties of $9 million and $8 million, respectively. Included in the ending balance of unrecognized tax benefits was $1 million as of December 31, 2016, which is expected to be realized in the next twelve months due to the lapsing of the statute of limitations. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | 4. Business Acquisitions In April 2016, the Company completed the cash acquisition of Galileo Japan K.K (now, Travelport Japan K.K.), its distributor in Japan, for a cash consideration of $15 million, net of cash acquired. The Company completed the process of allocating the purchase consideration to acquired identifiable assets and liabilities in the second quarter of 2016 and recorded goodwill of $14 million. In July 2015, the Company completed the cash acquisition of Mobile Travel Technologies Ltd. (now, Travelport Digital Limited) (“Travelport Digital”), a private company based in Dublin, Ireland. Travelport Digital is a mobile travel platform and mobile technology provider for global airlines and travel companies. In October 2015, the Company completed the cash acquisition of TraviAustria GmbH (now, Travelport Austria GmbH), which operates as one of the largest tour operator booking platforms in Central Europe. Further, in October 2015, the Company increased its shareholding in Travelport Locomote from 49% to a majority ownership stake of 55%. During the year ended December 31, 2015, the Company also completed the allocation of the purchase consideration to acquired identifiable assets and liabilities in respect of an acquisition made in December 2014. The Company considers all of the above acquisitions as individually immaterial. The aggregate purchase price consideration for these acquisitions was approximately $90 million, which includes cash consideration of $76 million and existing equity interest of $14 million. These business combinations were accounted for as purchases of businesses under the acquisition method. The fair value of purchase consideration has been allocated to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. Acquired goodwill of $77 million represents the premium the Company paid over the fair value of the net tangible and intangible assets acquired. The Company paid a premium in these transactions for a number of reasons, but, primarily it was attributable to expected operational synergies and the future development initiatives of the assembled workforces. The results of each of these acquired businesses have been included in the consolidated financial statements beginning on the respective acquisition dates. In conjunction with acquisition of a consolidating interest in Travelport Locomote, the Company remeasured its previously held equity interest to fair value at the acquisition date. The gain recognized on this step-up acquisition was less than $1 million. Prior to the acquisition, the Company accounted for its ownership interest in Travelport Locomote as an equity method investment. The fair value for the previously held equity interest was determined based on the fair value of the Company’s pre-existing interest in the acquiree, as adjusted for a control premium derived from synergies gained as a result of the Company obtaining control of the acquiree. The allocation of the purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The following table presents the components and allocation of the purchase price: (in $ thousands) December 31, Cash and cash equivalents $ 10,277 Capitalized software (See Note 6) 20,908 Goodwill (See Note 7) (1) 76,781 Other current assets 6,939 Other non-current assets 1,469 Other current liabilities (9,655 ) Other non-current liabilities (3,179 ) Non-controlling interest (13,399 ) Total $ 90,141 (1) $5 million of the goodwill relates to the acquisition made in December 2014 and was recorded in 2014. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets | 5. Other Current Assets Other current assets consisted of: (in $ thousands) December 31, December 31, Sales and use tax receivables $ 27,178 $ 27,233 Prepaid expenses 26,289 26,395 Client funds 11,632 11,701 Prepaid incentives 9,492 26,496 Derivative assets 856 657 Other 8,642 6,999 $ 84,089 $ 99,481 During the year ended December 31, 2016, the Company recorded $11 million as allowance for prepaid incentives. 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, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net, consisted of: December 31, 2016 December 31, 2015 (in $ thousands) Cost Accumulated Net Cost Accumulated Net Capitalized software $ 925,998 $ (736,573 ) $ 189,425 $ 870,868 $ (635,135 ) $ 235,733 Computer equipment 344,112 (205,222 ) 138,890 303,902 (168,380 ) 135,522 Building and leasehold improvements 27,187 (9,622 ) 17,565 24,102 (8,735 ) 15,367 Construction in progress 85,166 — 85,166 73,226 — 73,226 $ 1,382,463 $ (951,417 ) $ 431,046 $ 1,272,098 $ (812,250 ) $ 459,848 As of December 31, 2016 and 2015, the Company had capital lease assets of $195 million and $174 million, respectively, with accumulated depreciation of $93 million and $69 million, respectively, included within computer equipment. During the years ended December 31, 2016 and 2015, the Company invested $142 million and $156 million, respectively, in property and equipment, including capital lease additions. Additions during the year ended December 31, 2016 include upgrades to equipment as part of investment in the Company’s Travel Commerce Platform information technology infrastructure. During the year ended December 31, 2016, the Company acquired $35 million of assets under capital leases. The Company also recorded an impairment of $8 million on its capitalized software. The Company recorded depreciation expense (including depreciation on assets under capital leases) of $162 million, $162 million and $156 million during the years ended December 31, 2016, 2015 and 2014, respectively. The amount of interest on capital projects capitalized was $4 million, $3 million and $8 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2016 and December 31, 2016 are as follows: (in $ thousands) January 1, Additions Retirements Foreign December 31, Non-Amortizable Assets: Goodwill $ 1,067,415 $ 14,105 $ — $ (1,569 ) $ 1,079,951 Trademarks and tradenames 313,961 — (864 ) — 313,097 Other Intangible Assets: Acquired intangible assets 1,127,360 — — (301 ) 1,127,059 Accumulated amortization (756,489 ) (47,095 ) — (505 ) (804,089 ) Acquired intangible assets, net 370,871 (47,095 ) — (806 ) 322,970 Customer loyalty payments 300,142 101,865 (41,562 ) (2,186 ) 358,259 Accumulated amortization (136,473 ) (71,137 ) 36,138 1,850 (169,622 ) Customer loyalty payments, net 163,669 30,728 (5,424 ) (336 ) 188,637 Other intangible assets, net $ 534,540 $ (16,367 ) $ (5,424 ) $ (1,142 ) $ 511,607 The changes in the carrying amount of goodwill and intangible assets for the Company between January 1, 2015 and December 31, 2015 are as follows: (in $ thousands) January 1, Additions Retirements Foreign December 31, Non-Amortizable Assets: Goodwill $ 997,419 $ 71,850 $ — $ (1,854 ) $ 1,067,415 Trademarks and tradenames 313,961 — — — 313,961 Other Intangible Assets: Acquired intangible assets 1,129,320 — (2,541 ) 581 1,127,360 Accumulated amortization (687,495 ) (71,567 ) 2,541 32 (756,489 ) Acquired intangible assets, net 441,825 (71,567 ) — 613 370,871 Customer loyalty payments 334,309 75,063 (98,013 ) (11,217 ) 300,142 Accumulated amortization (157,319 ) (67,047 ) 82,738 5,155 (136,473 ) Customer loyalty payments, net 176,990 8,016 (15,275 ) (6,062 ) 163,669 Other intangible assets, net $ 618,815 $ (63,551 ) $ (15,275 ) $ (5,449 ) $ 534,540 In April 2016, the Company acquired its distributor in Japan for cash consideration of $15 million, net of cash acquired. The Company completed the process of allocating the purchase consideration to acquired identifiable assets and liabilities in the second quarter of 2016 and recorded goodwill of $14 million. Further, during the year ended December 31, 2015, the Company completed three business acquisitions, including acquiring a controlling interest in an equity method investee. The Company also completed the purchase price allocation of a business acquired in 2014. These transactions resulted in additions to goodwill of $72 million during the year ended December 31, 2015. (See Note 4—Business Acquisitions) The Company paid cash of $85 million and $75 million for customer loyalty payments during the years ended December 31, 2016 and 2015, respectively. Further, as of December 31, 2016 and 2015, the Company had balances payable of $60 million and $42 million, respectively, for customer loyalty payments (see Note 10—Accrued Expenses and Other Current Liabilities). Amortization expense for acquired intangible assets was $47 million, $72 million and $77 million for the years ended December 31, 2016, 2015 and 2014, respectively, and is included as a component of depreciation and amortization on the Company’s consolidated statements of operations. Amortization expense for customer loyalty payments was $71 million, $67 million and $76 million for the years ended December 31, 2016, 2015 and 2014, respectively, and is included within cost of revenue or revenue in the Company’s consolidated statements of operations. Included within retirements of customer loyalty payments is $ 3 million of impairment recognized during the year ended December 31, 2016. The Company expects amortization expense relating to acquired intangible assets and customer loyalty payments balances as of December 31, 2016 to be: Year Ending December 31, (in $ thousands) Acquired Intangible Customer Loyalty 2017 $ 41,464 62,615 2018 40,565 47,479 2019 40,565 28,043 2020 40,565 15,093 2021 40,565 6,654 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Non-Current Assets | 8. Other Non-Current Assets Other non-current assets consisted of: (in $ thousands) December 31, December 31, Prepaid incentives $ 25,538 $ 9,282 Deferred financing costs 4,752 6,543 Supplier prepayments 3,454 14,616 Derivative assets 1,719 8,655 Pension assets 989 5,186 Other 10,312 9,894 $ 46,764 $ 54,176 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 9. Restructuring Charges In November 2016, the Company committed to undertake a course of action (the “Program”) to enhance and optimize the Company’s operational and technological efficiency. The Program involves (i) consolidating the multiple technological vendors with which the Company currently works, (ii) establishing a new centralized quality assurance function and (iii) consolidating the Company’s three existing U.S. technology hubs in Atlanta, Denver and Kansas City into two centers in Atlanta and Denver. These actions are expected to contribute to the achievement of the Company’s long-term targets. The Program is expected to be completed by mid-2018. The Company expects total charges under the Program in connection with severance and employee-related obligations to be approximately $14 million to $16 million and costs related to implementation to be approximately $13 million to $15 million, including approximately $1 million for the termination of operating lease and other contracts. The Company expects the obligations related to these costs to be paid in cash which will be funded from operations. Severance and employee-related costs were recorded based on approved plans developed by the business and corporate management which specified positions to be eliminated, benefits to be paid for involuntary terminations [under existing severance plans or as a one-time arrangement] and the expected timetable for completion of the plan. Estimates of restructuring costs and benefits were made based on information available at the time charges were recorded. Due to the inherent uncertainty involved, actual amounts paid for such activities may differ from amounts initially recorded and the Company may need to revise previous estimates. The following table summarizes the activities related to the Company’s 2016 restructuring liability, which is included in Accrued expenses and other current liabilities in the consolidated balance sheets: (in $ thousands) Severance and Implementation 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 Total restructuring charges recognized of $21 million for the year ended December 31, 2016 are included within selling, general and administrative expenses in the consolidated statements of operations. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
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: (in $ thousands) December 31, December 31, Accrued commissions and incentives $ 267,488 $ 241,358 Accrued payroll and related 83,783 77,544 Deferred revenue 42,233 35,836 Derivative liabilities 21,771 10,341 Income tax payable 17,560 15,516 Accrued interest expense 15,215 18,800 Customer prepayments 11,632 11,701 Pension and post-retirement benefit liabilities 1,655 1,528 Other 17,223 18,026 $ 478,560 $ 430,650 Included in accrued commissions and incentives are $60 million and $42 million of accrued customer loyalty payments as of December 31, 2016 and 2015, respectively. Included in accrued payroll and related are $45 million and $48 million of accrued employee bonuses as of December 31, 2016 and 2015, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 11. Long-Term Debt Long-term debt consisted of: (in $ thousands) Interest rate Maturity December 31, 2016 December 31, 2015 Senior Secured Credit Agreement Term loans Dollar denominated (1)(2)(3) L+4.00% September 2021 $ 2,236,157 $ 2,303,315 Revolver borrowings Dollar denominated L+5.00% September 2019 — — Capital leases and other indebtedness 108,611 133,883 Total debt 2,344,768 2,437,198 Less: current portion 63,558 74,163 Long-term debt $ 2,281,210 $ 2,363,035 (1) Minimum LIBOR floor of 1.00% (2) Upon the adoption of U.S. GAAP guidance, effective January 1, 2016, unamortized debt finance costs have been reclassified and deducted from the term loans (see Note 2—Summary of Significant Accounting Policies). As of December 31, 2016 and 2015, the principal amounts of term loans were $2,278 million and $2,351 million, respectively, which is netted for unamortized debt finance costs of $18 million and $24 million, respectively, and unamortized debt discount of $23 million and $24 million, respectively. (3) Interest rate on the term loans as of December 31, 2015, was LIBOR plus 4.75%. 2016 In September 2016, the Company made a voluntary prepayment of $50 million principal amount of its term loans outstanding under its senior secured credit agreement. In November 2016, the Company made a further voluntary prepayment of $6 million principal amount of its term loans. Pursuant to these prepayments, the Company recognized $1 million as loss on early extinguishment of debt. As a result of the voluntary prepayments, the Company is not contractually required to repay quarterly installments of the term loans until the first quarter of 2019. However, the Company has classified a portion of the term loans 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 flows 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 June 2016, the Company entered into an amendment to its senior secured credit agreement which (i) amended the applicable rates to 3.00% per annum, in the case of base rate loans, and 4.00% per annum, in the case of LIBOR loans and (ii) 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 is based on, at the election of the Company, (i) LIBOR plus 4.00% or base rate (as defined in the senior secured credit agreement) plus 3.00%. The term loans are subject to a LIBOR floor of 1.00% and a base rate floor of 2.00%. The Company provided a 0.25% discount of $6 million to all the lenders participating in this repricing, which was capitalized. Certain lenders contributed $143 million towards the term loans, an amount equal to that was paid to the lenders who opted to leave or reduce their participation. On repricing, the Company recognized a loss on early extinguishment of debt of $3 million. In January 2017, the Company entered into an amendment for its senior secured credit agreement which (i) amended the applicable rates to 2.25% per annum, in the case of base rate loans, and 3.25% per annum, in the case of LIBOR loans and (ii) reset the 1% premium on the repricing of the term loans under the senior secured credit agreement for a period of six months (see Note 22—Subsequent Events). During the year ended December 31, 2016, the Company (i) repaid a net amount of $74 million of term loans (including $56 million of voluntary prepayments) outstanding under the senior secured credit agreement, (ii) amortized $6 million of debt finance costs and $5 million of debt discount and (iii) repaid $62 million under its capital lease obligations and other indebtedness, entered into $35 million of new capital leases for information technology assets and incurred $2 million of other indebtedness. 2015 During the year ended December 31, 2015, the Company (i) repaid a net amount of $24 million of its quarterly installments of term loans as required under the senior secured credit agreement, (ii) amortized $6 million of debt finance costs and $4 million of debt discount, (iii) repaid $34 million and terminated $40 million of its capital leases and entered into $90 million of new capital leases for information technology assets and (iv) incurred $27 million of other indebtedness of which $2 million was repaid. In March 2015, the Company’s credit rating improved and, under the terms of the senior secured credit agreement, the applicable rate in respect of its term loans was reduced by 0.25%, with immediate effect, reducing the margin on LIBOR from 5.00% to 4.75%. The interest rate applicable to the term loans was based on, at the Company’s election, (i) LIBOR plus 4.75% or (ii) base rate (as defined in the agreement) plus 3.75%. The term loans were subject to a LIBOR floor of 1.00% and a base rate floor of 2.00%. Revolving Credit Facility and Letters of Credit Facility Under the senior secured credit agreement, the Company has a $125 million revolving credit facility with a consortium of banks, which contains a letter of credit sub-limit up to a maximum of $50 million. During the year ended December 31, 2016, the Company borrowed and repaid $10 million under this facility. As of December 31, 2016, the Company had no outstanding borrowings under its revolving credit facility and utilized $9 million for the issuance of letters of credit, with a balance of $116 million remaining. The senior secured credit agreement also permits the issuance of certain cash collateralized letters of credit in addition to those that can be issued under the revolving credit facility, whereby 103% of cash collateral is to be maintained for outstanding letters of credit. As of December 31, 2016, there were no outstanding cash collateralized letters of credit. During the year ended December 31, 2015, the Company borrowed and repaid $30 million under its revolving credit facility. Capital Leases and Other Indebtedness During 2016, the Company repaid $42 million under its capital lease obligations and entered into $35 million of new capital leases for information technology assets. During 2015, the Company repaid $34 million under its capital lease obligations, terminated $40 million of capital leases and entered into $90 million of new capital leases for information technology assets. Other indebtedness relates to purchase of software in a non-cash transaction, which was financed, in part, through a third-party. During 2016, the Company repaid $20 million of its other indebtedness obligations and incurred further indebtedness of $2 million. Debt Maturities Aggregate maturities of debt as of December 31, 2016 are as follows: (in $ thousands) Year Ending 2017 $ 63,558 2018 56,316 2019 47,491 2020 31,234 2021 (1) 2,144,043 Thereafter 2,126 $ 2,344,768 (1) Includes $23 million of unamortized debt discount and $18 million of unamortized debt finance costs on term loans as of December 31, 2016. Debt Finance Costs The Company adopted U.S. GAAP guidance for simplifying the presentation of debt issuance costs, effective January 1, 2016. As a result of this guidance, the Company has reclassified its unamortized debt finance costs of $18 million and $24 million as of December 31, 2016 and 2015, respectively, in relation to its term loans and has presented these costs as a deduction from the principal amount of the term loans. The debt finance costs in relation to its letter of credit facility of $5 million and $7 million as of December 31, 2016 and 2015, respectively, 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 into earnings as part of interest expense in the consolidated statements of operations. The movement in total unamortized debt finance costs is summarized below: (in $ thousands) Year Ended Year Ended Year Ended Balance as of January 1 $ 30,504 $ 36,570 $ 39,932 Capitalization of debt finance costs 30 — 40,025 Amortization (5,926 ) (6,066 ) (10,738 ) Write-off on early extinguishment of debt (1,753 ) — (32,649 ) Balance as of December 31 $ 22,855 $ 30,504 $ 36,570 During the year ended December 31, 2016, the Company amortized $6 million of debt finance costs and wrote off $2 million as early extinguishment of debt in connection with the Company’s repricing of its term loans in the second quarter of 2016. During the year ended December 31, 2015, the Company amortized $6 million of debt finance costs. During the year ended December 31, 2014, the Company amortized $10 million of debt finance costs and incurred $46 million of debt finance costs, primarily consisting of advisory fees and early repayment fees, which were recorded directly in the Company’s consolidated statements of operations in connection with the refinancing in the third quarter of 2014. Debt Covenants and Guarantees The Company’s senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company’s subsidiaries to incur additional indebtedness or issue preferred stock; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans or advances; repay subordinated indebtedness; make certain acquisitions; engage in certain transactions with affiliates; change the Company’s lines of business; and change the status of the Company as a passive holding company. In addition, under the senior secured credit agreement, the Company is required to operate within a maximum consolidated first lien net leverage ratio. The senior secured credit agreement also contains certain customary affirmative covenants and events of default. As of December 31, 2016, the Company was in compliance with all restrictive and financial covenants related to its long-term debt. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
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. As of December 31, 2016, the Company had a net liability position of $19 million related to derivative instruments associated with its foreign currency denominated receivables and payables and forecasted earnings of its foreign subsidiaries. Foreign Currency Risk During 2016 and in previous years, the Company used foreign currency derivative contracts, including forward contracts and currency options, to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables, forecasted earnings of its foreign subsidiaries (primarily to manage its foreign currency exposure to British pound, Euro and Australian dollar) and until September 2014, its euro denominated debt. 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, forecasted earnings they were intended to economically hedge, and until September 2014, the value of euro denominated debt. Interest Rate Risk The primary interest rate exposure as of December 31, 2016 was to interest rate fluctuations in the United States, specifically the impact of LIBOR interest rates on dollar denominated variable rate borrowings. However, during 2014 and in previous years, the Company was also exposed to interest rate exposure due to the impact of LIBOR interest rates on its euro denominated variable rate debt. In October 2015, the Company entered into interest rate swaps on a portion of its outstanding term loans for the period from February 2017 through February 2019. Further, during 2013, the Company used interest rate swap derivative contracts to economically hedge the exposure to fluctuations in the interest rate risk by creating an appropriate mix of fixed and floating interest streams. These derivative instruments are not designated as accounting hedges and changes in the fair value of these derivatives are recorded in consolidated statements of operations when they occurred. In June 2014, the Company ceased hedge accounting for its interest rate cap derivative instruments. With the exchange of its common shares for the Company’s term loans in July 2014, which reduced the principal amount of debt being hedged to under 100% of the notional amount of interest rate cap contracts and the Company’s refinancing of its capital structure in September 2014, the Company determined that the hedge effectiveness could no longer be achieved. Further, the underlying future interest cash outflows hedged were considered as not probable of occurring, resulting in the Company reclassifying losses of $8 million accumulated within other comprehensive income (loss) and recognizing the loss within its consolidated statements of operations. In August 2014, the Company terminated the interest rate cap derivative contracts and realized a loss of $3 million. 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, 2016, 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, 2016, 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, 2016 and 2015. 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. The fair value of interest rate caps is based on valuations provided by financial institutions which is reviewed by the Company based on market observable data. 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 banking counterparty or the Company 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, 2016, 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 instrument for two consecutive quarters the Company’s policy is to categorize the derivative 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) (in $ thousands) Balance Sheet Location December 31, 2016 December 31, 2015 Balance Sheet Location December 31, 2016 December 31, 2015 Interest rate swap contracts Other current $ 768 $ — Accrued Expenses $ — $ — Interest rate swap contracts Other 1,719 8,655 Other — — Foreign currency contracts Other current 88 657 Accrued Expenses (21,771 ) (10,341 ) Foreign currency contracts Other — — Other — (1,082 ) Total fair value $ 2,575 $ 9,312 $ (21,771 ) $ (11,423 ) As of December 31, 2016, the notional amounts of foreign currency forward contracts and interest rate swap derivative contracts were $232 million and $1,400 million, respectively. These derivative contracts cover transactions for periods that do not exceed three years. The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the years ended December 31, 2016 and 2015. For the Year Ended (in $ thousands) 2016 2015 Net derivative liability opening balance $ (2,111 ) $ (15,548 ) Total loss for the period included in net income (34,767 ) (12,130 ) Payment on settlement of foreign currency derivative contracts 17,682 25,567 Net derivative liability closing balance $ (19,196 ) $ (2,111 ) The table below presents the impact that changes in fair values of derivatives designated as hedges had on other comprehensive income (loss) and on net income (loss) during the year and the impact derivatives not designated as hedges had on net income (loss) during that year: Amount of Gain Amount of (Loss) Gain Year Ended Location of Gain Year Ended (in $ thousands) 2016 2015 2014 2016 2015 2014 Derivatives designated as hedging instruments: Interest rate caps $ — $ — $ 4,022 Interest expense, net $ — $ — $ — Derivatives not designated as hedging instruments: Interest rate caps N/A N/A N/A Interest expense, net — — (9,022 ) Interest rate swaps N/A N/A N/A Interest expense, net (6,168 ) 8,655 — Foreign currency contracts N/A N/A N/A Selling, general and (28,599 ) (20,785 ) (18,837 ) $ (34,767 ) $ (12,130 ) $ (27,859 ) 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, 2016 December 31, 2015 (in $ thousands) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value Asset (liability) Derivative assets Level 2 $ 2,575 2,575 $ 9,312 9,312 Derivative liabilities Level 2 (21,771 ) (21,771 ) (11,423 ) (11,423 ) Total debt Level 2 (2,344,768 ) (2,402,783 ) (2,437,198 ) (2,431,242 ) The significant unobservable inputs used to fair value the Company’s derivative financial instruments are probability of default of approximately 5% and a recovery rate of 20% which are applied to the Company’s credit default swap adjustments. 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, 2016. The fair value of the Company’s total debt has been determined by calculating the fair value of term loans based on quoted prices obtained from independent brokers for identical debt instruments when traded as an asset and is categorized within Level 2 of the fair value hierarchy. |
Other Non-Current Liabilities
Other Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Non Current Liabilities [Abstract] | |
Other Non-Current Liabilities | 13. Other Non-Current Liabilities Other non-current liabilities consisted of: (in $ thousands) December 31, December 31, Pension and post-retirement benefit liabilities $ 133,470 $ 128,709 Income tax payable 24,625 24,878 Other 69,688 72,912 $ 227,783 $ 226,499 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 14. Employee Benefit Plans Defined Contribution Savings Plan The Company sponsors a U.S. defined contribution savings plan 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 plan. The Company’s contributions to this plan were approximately $15 million, $14 million and $13 million for the years ended December 31, 2016, 2015 and 2014, 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. The 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, 2016 and 2015, the aggregate accumulated benefit obligations of these plans were $609 million and $602 million, respectively. During the year ended December 31, 2015, the Company offered an opportunity to certain employees participating in the U.S. non-contributory defined benefit plan to elect a lump-sum payment of their accrued vested pension benefit. The lump sum amounts paid from the plan assets was $11 million. 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 $89 million and $86 million as of December 31, 2016 and 2015, respectively, and the aggregate fair value of plan assets was $92 million and $90 million for December 31, 2016 and 2015, 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, 2016 and 2015, and summaries of the changes in the benefit obligation and fair value of assets for the years then ended: Defined Benefit Pension Plans (in $ thousands) Year Ended Year Ended Benefit obligation, beginning of year $ 601,902 $ 662,630 Service cost 363 428 Interest cost 21,407 25,751 Actuarial loss (gain) 31,921 (45,431 ) Benefits paid (27,730 ) (36,409 ) Currency translation adjustment (15,680 ) (5,067 ) Benefit obligation, end of year $ 612,183 $ 601,902 Fair value of plan assets, beginning of year $ 483,352 $ 530,961 Return on plan assets 42,420 (8,809 ) Employer contribution 3,157 2,759 Benefits paid (27,730 ) (36,409 ) Currency translation adjustment (16,151 ) (5,150 ) Fair value of plan assets, end of year 485,048 483,352 Funded status $ (127,135 ) $ (118,550 ) The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic benefit expense relating to unrecognized actuarial losses was $156 million and $151 million as of December 31, 2016 and 2015, respectively. Post-Retirement Benefit Plans (in $ thousands) Year Ended Year Ended Benefit obligation, beginning of year $ 6,267 $ 7,184 Service cost 12 20 Interest cost 217 261 Actuarial loss (gain) 76 (2,080 ) Benefits received 90 882 Benefit obligation, end of year $ 6,662 $ 6,267 Fair value of plan assets, beginning and end of year — — Funded status $ (6,662 ) $ (6,267 ) he amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic post-retirement benefit expense relating to unrecognized actuarial gains was $3 million and $3 million as of both December 31, 2016 and 2015. The following table provides the components of net periodic cost (benefit) for the respective years: Defined Benefit Pension Plans (in $ thousands) Year Ended Year Ended Year Ended Service cost $ 363 $ 428 $ 384 Interest cost 21,407 25,751 27,282 Expected return on plan assets (29,414 ) (33,325 ) (35,929 ) Recognized net actuarial loss 9,641 9,070 2,869 Net periodic cost (benefit) $ 1,997 $ 1,924 $ (5,394 ) Post-Retirement Benefit Plans (in $ thousands) Year Ended Year Ended Year Ended Service cost $ 12 $ 20 $ 19 Interest cost 217 261 295 Recognized net actuarial loss (331 ) (188 ) (754 ) Net periodic (benefit) cost $ (102 ) $ 93 $ (440 ) The Company has utilized the following weighted average assumptions to measure the benefit obligation for the defined benefit pension plans and post-retirement benefit plans as of December 31, 2016 and 2015: (in $ thousands) December 31, December 31, Defined Benefit Pension Plans Discount rate 4.0 % 4.4 % Expected long-term return on plan assets 6.0 % 6.4 % Post-Retirement Benefit Plans Discount rate 4.5 % 4.8 % As of December 31, 2015, the Company changed its estimate of the service and interest cost components of net periodic benefit cost for its pension and other post-retirement benefit plans. Previously, the Company estimated the service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation. The revised estimate utilizes a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to their underlying projected cash flows. This estimate provides a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows and their corresponding spot rates. The change did not affect the measurement of the Company’s pension and post-retirement benefit obligations and it was accounted for as a change in accounting estimate, which is applied prospectively. For the year ended December 31, 2016, the change in estimate has not resulted in significant impact on the U.S. pension and post-retirement net periodic benefit plan cost. During the year ended December 31, 2014, the Company adopted the RP-2014 mortality tables and the Mortality Improvement Scale MP-2014 published by the Society of Actuaries’ (SOA) Retirement Plans Experience Committee. The mortality improvement scale was updated by the SOA in October 2015 to MP-2015, which in turn changed the underlying mortality table. The Company adopted the refined tables, specifically the RP-2014 mortality table adjusted back to the 2006 base rates using MP-2014, with the Mortality Improvement Scale MP-2015 generationally applied from 2006, for the year ended December 31, 2015. The adoption of the updated Mortality Tables and the Mortality Improvement Scale decreased the Company’s pension liability by approximately $9 million as of December 31, 2015. The mortality improvement scale was again updated by the SOA in October 2016 to MP-2016, and the Company adopted MP-2016 for the year ended December 31, 2016 which resulted in a decrease in the liability of $7 million. 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’s post-retirement benefit plans use an assumed health care cost trend rate of approximately 7.5% for 2016 reduced over five years until a rate of 5% is achieved. The effect of a one-percentage point change in the assumed health care cost trend would not have a material impact on the net periodic benefit costs or the accumulated benefit obligations of the Company’s health and welfare plans. The Company seeks to produce a return on investment for the plans which 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 U.K. 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 42% in equity securities, 55% in fixed income securities and 3% to all other types of investments. The fair values of the Company’s pension plan assets by asset category as of December 31, 2016 are as follows: Pension Plan Assets (in $ thousands) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 385,194 $ 385,194 Mutual funds (2) 86,968 — 86,968 Cash equivalents (3) 12,886 — 12,886 Total $ 99,854 $ 385,194 $ 485,048 The fair values of the Company’s pension plan assets by asset category as of December 31, 2015 are as follows: Pension Plan Assets (in $ thousands) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 383,789 $ 383,789 Mutual funds (2) 88,404 — 88,404 Cash equivalents (3) 11,159 — 11,159 Total $ 99,563 $ 383,789 $ 483,352 (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 comprise of money market funds. The Company’s contributions to its defined benefit pension and post-retirement benefit plans are estimated to aggregate $2 million in 2017 compared to actual contribution of $3 million in 2016. The Company estimates its defined benefit pension and other post-retirement benefit plans will pay benefits to participants as follows: (in $ thousands) Defined Benefit Post-Retirement 2017 $ 30,408 $ 216 2018 31,206 220 2019 32,067 222 2020 32,907 239 2021 33,796 249 Five years thereafter 178,306 1,451 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 are as follows: (in $ thousands) Amount 2017 $ 15,963 2018 15,348 2019 13,859 2020 11,260 2021 10,000 Thereafter 36,413 $ 102,843 During the years ended December 31, 2016, 2015 and 2014, the Company incurred total rental expenses of $17 million, $16 million and $16 million, respectively, primarily related to leases of office facilities. Commitments under capital leases and other indebtedness amounted to $109 million as of December 31, 2016, primarily related to information technology equipment. 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, 2016, the Company had approximately $105 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $44 million relates to the twelve months ending December 31, 2017. These purchase obligations extend through 2019. 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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, the Company had outstanding 124,032,361 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, 2016: Declaration Date Dividend Record Payment Amount February 17, 2016 $ 0.075 March 3, 2016 March 17, 2016 $ 9,279 May 3, 2016 $ 0.075 June 2, 2016 June 16, 2016 $ 9,286 August 3, 2016 $ 0.075 September 1, 2016 September 15, 2016 $ 9,294 November 1, 2016 $ 0.075 December 1, 2016 December 15, 2016 $ 9,302 On February 13, 2017, the Company’s Board of Directors declared a cash dividend of $0.075 per common share for the fourth quarter of 2016 (see Note 22—Subsequent Events). The Board may declare and make such other distributions to the members as may be lawfully made out of the assets of the Company. No unpaid distribution bears interest. Treasury Shares Following the change in accounting policy for treasury shares in 2015, the Company, on net share settlement on the vesting of equity awards, purchased 837,867 common shares for a total amount of $13 million. During the year ended December 31, 2015, the Company used 237,198 common shares held in treasury of $4 million to settle liabilities for equity awards and further sold 850,000 common shares held in treasury for proceeds of $12 million in a registered offering in November 2015. 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 equity awards. Issuance of Common Shares in Initial Public Offering In September 2014, the Company issued 30 million common shares with par value of $0.0025 per share, at a price of $16.00 per share, generating $445 million of net proceeds after deducting underwriting discounts and commissions and offering expenses. The par value of the shares has been recorded within common shares and the excess of proceeds over the par value of shares has been recorded within additional paid-in-capital on the Company’s consolidated balance sheets as of December 31, 2014. Issuance of Common Shares in Exchange for Debt During the year ended December 31, 2014, the Company exchanged $167 million of its senior notes, $313 million of its senior subordinated notes, $70 million of its term loans under the old senior secured credit agreement and $21 million of Tranche 1 term loans under the second lien credit agreement for an aggregate of 29 million of its common shares. The Company recorded the issuance of common shares at fair value of $585 million and recognized a loss of $28 million (which includes $12 million of costs incurred) resulting from extinguishment of debt in its consolidated statement of operations. 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. The excess of consideration paid by the Company over the carrying value of the non-controlling interest acquired 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 flows. As of December 31, 2016, the Company’s ownership in Travelport Locomote was approximately 96%. In November 2015, the Company acquired vested shares from certain employees and directors of eNett, the Company’s majority-owned subsidiary, for a total consideration of $3 million. Further, in June 2014, the Company acquired 16% of the equity of eNett from the non-controlling shareholders for total consideration of $65 million. In both instances, the excess of consideration paid by the Company over the carrying value of the non-controlling interest acquired is recorded within additional paid-in-capital on the Company’s consolidated balance sheets, and the cash payment is presented as a financing activity in the Company’s consolidated statements of cash flow. As of December 31, 2016, the Company’s ownership in eNett was 71%. 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: (in $ thousands) Currency Adjustments Unrealized Investments Unrealized Hedges Unrealized Securities Unrecognized Plans Accumulated Loss Balance as of January 1, $ (9,438 ) $ 7,954 $ (4,022 ) $ — $ (76,458 ) $ (81,964 ) Activity during period, net of (1) (10,775 ) (7,438 ) 4,022 6,376 (83,833 ) (91,648 ) Balance as of December 31, 2014 (20,213 ) 516 — 6,376 (160,291 ) (173,612 ) Activity during period, net of (1) (10,554 ) (516 ) — (6,376 ) 13,551 (3,895 ) Balance as of December 31, 2015 (30,767 ) — — — (146,740 ) (177,507 ) Activity during period, net of (1) (4,581 ) — — — (7,984 ) (12,565 ) Balance as of December 31, 2016 $ (35,348 ) $ — $ — $ — $ (154,724 ) $ (190,072 ) (1) The tax credit relates to unrecognized actuarial gain (loss) on defined benefit plans and was $1 million, $0 and $2 million for the years ended December 31, 2016, 2015 and 2014, respectively. For all other components of accumulated other comprehensive loss, the tax impact was $0 for each of the years ended December 31, 2014, 2015 and 2016. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | 17. Equity-Based Compensation As of December 31, 2016, 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, 2016, the number of common shares available for grant under this plan was 0.4 million. (2) On June 8, 2016, the shareholders of the Company approved an amendment and restatement of the Company’s 2014 Omnibus Incentive Plan and authorized an additional 8.9 million common shares that are available for issuances of equity awards in addition to the 6.0 million common shares authorized under the original plan in 2014. As of December 31, 2016, the number of common shares available for grant under this plan was 9.9 million. (3) A total of 2.4 million common shares are authorized for issuance under the Company’s 2014 ESPP. As of December 31, 2016, the number of common shares available for grant under this plan was 2.2 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. Generally, 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. The table below presents the activity of the Company’s RSUs for the year ended December 31, 2016: (in dollars, except number of RSUs) Number of Weighted Balance as of January 1, 2016 874,728 $ 14.90 Granted at fair market value 876,917 $ 13.29 Vested (1) (229,049 ) $ 15.24 Forfeited (127,289 ) $ 14.76 Balance as of December 31, 2016 1,395,307 $ 13.84 (1) The Company completed net share settlements for 74,371 common shares for the year ended December 31, 2016 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. The weighted average grant-date fair value of RSUs granted during the years ended December 31, 2016, 2015 and 2014 was $13.29, $13.62 and $14.73 per RSU, respectively. The fair value of the RSUs vested during the years ended December 31, 2016, 2015 and 2014 was $3 million, $3 million and $15 million, respectively. Cash dividends accrued and paid for the years ended December 31, 2016, 2015 and 2014 were not material to the consolidated financial statements. PSUs Under the Company’s equity compensation plans, the Company grants PSUs, which generally (i) either have a cliff-vesting feature whereby the PSUs vest at the end of three years from the date of the grant, or (ii) have a graded-vesting feature whereby a portion of the PSUs vest each year over a period of three to four 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 number of PSUs that will ultimately vest is determined based on the Company’s performance against pre-defined targets and may range from 0% to 200% of the initial award. 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 are settled in the Company’s common shares. Generally, 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 and 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. The table below presents the activity of the Company’s PSUs for the year ended December 31, 2016: (in dollars, except number of PSUs) Number of Weighted Balance as of January 1, 2016 1,297,801 $ 16.28 Change in estimate (1) 642,822 $ 17.90 Granted at fair market value 972,900 $ 13.23 Vested (2) (93,319 ) $ 16.78 Forfeited (178,977 ) $ 16.43 Balance as of December 31, 2016 (3) 2,641,227 $ 15.52 (1) Represents an increase in the number of original PSUs granted based on the final achievement of performance criteria at the end of the defined performance period. (2) The Company completed net share settlements for 41,486 common shares for the year ended December 31, 2016 in connection with employee taxable income created upon vesting of common shares. 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) Total estimated awards that will ultimately vest based on the forecasted performance against the pre-defined targets is expected to be 2,911,785 PSUs. The weighted average grant-date fair value of PSUs granted during the years ended December 31, 2016, 2015 and 2014 was $13.23, $13.56 and $19.40 per PSU, respectively. The fair value of the PSUs vested during the years ended December 31, 2016, 2015 and 2014 was $2 million, $35 million and $0, respectively. Cash dividends accrued and paid for the years ended December 31, 2016, 2015 and 2014 were not material to the consolidated financial statements. Stock Options Under the Company’s equity compensation plans, stock options are generally granted with exercise prices 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. The weighted average grant-date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was $4.03, $5.06 and $7.46 per option, respectively. These values were 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: 2016 2015 2014 Expected term from grant date (in years) 6.25 6.25 3 to 6.25 Risk free interest rate 1.27% to 1.97% 1.54% to 1.84% 0.80% to 1.67% Expected volatility 35% to 40% 42% to 49% 49% to 60% Dividend yield 2% 2% 0% to 2% The table below presents the activity of the Company’s stock options for the year ended December 31, 2016: Number of Options Weighted Average Weighted Average Aggregate Balance as of December 31, 2015 1,454,638 $ 14.27 Granted at fair market value 1,510,896 $ 13.27 Forfeited (164,498 ) $ 15.59 Expired (80,522 ) $ 15.99 Balance as of December 31, 2016 2,720,514 $ 13.58 7.91 $ 2,892 Exercisable as of December 31, 2016 734,318 $ 13.00 5.07 1,546 Expected to vest as of December 31, 2016 1,986,196 $ 13.80 8.96 1,346 There were no stock options exercised in any of the years ended December 31, 2016, 2015 or 2014. 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 a proprietary 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. 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. participants. Matching shares are forfeited if the U.K. participant terminates employment within three years after the purchase date. During the years ended December 31, 2016 and 2015, 194,376 and 27,940 common shares, respectively, were issued under the 2014 ESPP. Common shares issued and compensation expense recognized under the 2014 ESPP for the years ended December 31, 2016 and 2015 were not material to the Company’s consolidated financial statements. 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 or $12.58 per share of eNett. The equity units vest upon satisfaction of certain performance and service conditions. As of December 31, 2016, of the approximately 3.5 million equity units granted, 2.9 million equity units have vested. Additionally, the Board of Directors of eNett has approved approximately 2.6 million equity units which are available for future grants. As of December 31, 2016, eNett has approximately 40.7 million shares outstanding of which the Company owns approximately 71%. The fair value of the awards granted, as well as the compensation expense recognized, is immaterial to the consolidated financial statements of the Company for all years presented. Expense Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 amount to $32 million, $30 million and $41 million ($30 million, $28 million and $37 million after tax), respectively. The total income tax benefit related to stock-based compensation expense was $2 million, $2 million and $4 million for the years 2016, 2015 and 2014, respectively. The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the Company’s consolidated statements of cash flows. This requirement impacts reported operating cash flows and reported financing cash flows. The cash flow impact resulting from such tax benefits (deficiency) is not material to the consolidated financial statements of the Company. The tax benefit of any resulting excess tax deduction increases the Additional Paid-in Capital (“APIC”) pool. Any resulting tax deficiency is deducted from the APIC pool. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of December 31, 2016 will be approximately $14 million, $ 21 million and $8 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 2.74, 1.92 and 2.93 years for RSUs, PSUs and stock options, respectively. |
Income Per Share
Income Per Share | 12 Months Ended |
Dec. 31, 2016 | |
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: (in $ thousands, except share data) Year Ended 2016 Year Ended 2015 Year Ended 2014 Numerator – Basic and Diluted income per share: Net income attributable to the Company $ 16,820 $ 16,332 $ 86,494 Denominator – Basic Income per Share: Weighted average common shares outstanding 123,871,479 122,340,491 85,771,655 Income per share – Basic 0.14 0.13 1.01 Denominator – Diluted Income per Share: Number of common shares used for basic income per 123,871,479 122,340,491 85,771,655 Weighted average effect of dilutive securities RSUs 1,438,393 145,471 1,988,145 Stock Options 86,613 53,460 104,290 Weighted average common shares outstanding 125,396,485 122,539,422 87,864,090 Income per share – Diluted 0.13 0.13 0.98 Basic earnings per share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common shares equivalents during each period. For the years ended December 31, 2016 and 2015, the Company had 2 million and 1.2 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 Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 19. Segment Information The financial measures which the Chief Operating Decision Maker (the “CODM”) uses to evaluate the performance of the Company are net revenue and Adjusted EBITDA, which is defined as net income (loss) from continuing operations excluding depreciation and amortization of property and equipment and acquired intangible assets, amortization of customer loyalty payments, interest, income taxes, gain (loss) on early extinguishment of debt, share of earnings (losses) in equity method investments, and items that the Company’s management and the CODM view as outside the normal course of operation, such as gain on the sale of shares of Orbitz Worldwide Inc., 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. Such adjustments are also excluded under the Company’s debt covenants. Reportable segments are determined based on the financial information which is available and utilized on a regular basis by the CODM to assess financial performance and to allocate resources. The Company has two operating segments, Travelport and eNett; however, the Company reports them together as one reportable segment as eNett does not meet the thresholds for a separate reportable segment. 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: (in $ thousands) United States United Kingdom All Other Countries Total Net Revenue Year ended December 31, 2016 740,573 197,551 1,413,232 2,351,356 Year ended December 31, 2015 756,036 187,018 1,277,966 2,221,020 Year ended December 31, 2014 785,651 174,034 1,188,474 2,148,159 Long-Lived Assets (excluding financial instruments and deferred tax assets) As of December 31, 2016 1,229,632 9,986 1,141,128 2,380,746 As of December 31, 2015 1,231,730 16,849 1,196,497 2,445,076 As of December 31, 2014 1,341,484 18,349 1,111,642 2,471,475 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 95% of total net revenue with revenue from Technology Services accounting for the remaining 5%, for the year ended December 31, 2016. Long-lived assets by country is based on geographic location of the Company’s subsidiaries. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 20. Related Party Transactions Transactions with Entities Related to Owners During the year ended December 31, 2015, FMR LLC became a principal shareholder owning more than 10% of the outstanding common shares of the Company. The Company receives administrative, recordkeeping and related services from subsidiaries of FMR LLC for its employee retirement plans and equity-based compensation plans. The total expenses incurred by the Company during the year ended December 31, 2016 and the balance payable outstanding as of December 31, 2016 in relation to such services were insignificant. Prior to the Company’s comprehensive refinancing in April 2013, Blackstone was the ultimate controlling shareholder in the Company. Subsequent to the comprehensive refinancing, Blackstone continued to be a principal shareholder of the Company until September 2014 when the Company issued its common shares in an initial public offering. Blackstone has ownership interests in a broad range of companies and has affiliations with other companies. The Company has entered into commercial transactions on an arms-length basis in the ordinary course of business with these companies, including the sale and purchase of goods and services. None of these transactions or arrangements is of great enough value to be considered material. During 2014, the Company paid approximately $11 million to an affiliate of Blackstone for advisory and consulting services incurred in relation to debt for equity exchanges and refinancing transactions. Pursuant to the Transaction and Monitoring Fee Arrangement (“TMFA”) agreement entered into in 2008 with Blackstone and an affiliate of Technology Crossover Ventures (“TCV”) (who were then principal shareholders of the Company) and its subsequent amendment in March 2013 (where Blackstone and TCV agreed (i) to a one-third reduction in the amount of fees that would otherwise be payable under the TMFA, (ii) that the Company had no obligation to pay the advisory fee until the Company’s outstanding indebtedness under the second lien credit agreement was repaid, refined or extended and (iii) to share a portion of the fee with Angelo Gordon and Q Investments (former principal shareholders of the Company)), the Company made payments of approximately $26 million during 2014 and has no outstanding obligations remaining under the TMFA, which was terminated upon the Company’s initial public offering. Transactions with Orbitz Worldwide On February 5, 2015, the Company sold all of its remaining investment in Orbitz Worldwide. During the period from January 1, 2014 to July 22, 2014, during which Orbitz Worldwide was an equity method investee of the Company, the Company had transactions and outstanding balances with Orbitz Worldwide. The Company had various commercial agreements with Orbitz Worldwide, and under those commercial agreements, it earned approximately $5 million of revenue for the period from January 1, 2014 to July 22, 2014 and recorded approximately $58 million of expense for the same period. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 21. Discontinued Operations In connection with the sale of the Gullivers Travel Association business to Kuoni in 2011, the Company agreed to indemnify Kuoni up to January 2018 for certain potential tax liabilities relating to pre-sale events. An estimate of the Company’s obligations under those indemnities is included within other non-current liabilities on the Company’s consolidated balance sheets as of December 31, 2016 and 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent Events On January 19, 2017, the Company entered into an amendment to its senior secured credit agreement which (i) amended the applicable rates to 2.25% per annum, in the case of base rate loans, and 3.25% per annum, in the case of LIBOR loans and (ii) 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 is based on, at the election of the Company, (i) LIBOR plus 3.25% or base rate (as defined in the senior secured credit agreement) plus 2.25%. The term loans are subject to a LIBOR floor of 1.00% and a base rate floor of 2.00%. The Company expects to pay interest based on LIBOR plus 3.25% for the term loans. On February 13, 2017, the Company’s Board of Directors declared a cash dividend of $0.075 per common share for the fourth quarter of 2016, which is payable on March 16, 2017 to shareholders of record on March 2, 2017. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 2016, 2015 AND 2014 (in $ thousands) Balance at Period Charged to Accounts Write-Offs Adjustments Balance at Period Allowance for Doubtful Accounts: Year ended December 31, 2016 14,575 2,162 (3,307 ) 13,430 Year ended December 31, 2015 13,569 2,435 (1,429 ) 14,575 Year ended December 31, 2014 12,648 3,257 (2,336 ) 13,569 Valuation Allowance for Deferred Tax Assets: Year ended December 31, 2016 383,357 12,410 (179,972 ) 215,795 Year ended December 31, 2015 421,244 54,373 (92,260 ) 383,357 Year ended December 31, 2014 345,244 166,495 (90,495 ) 421,244 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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”), IGT Solutions Private Limited, Travel-IT Beteiligungsgesellschaft GmbH and Locomote Holdings Pty Limited (“Travelport Locomote”). 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 the estimation of the collectability of accounts receivable, including amounts due from airlines that are in bankruptcy or which have faced financial difficulties, amounts for future cancellations of airline bookings processed through the Travel Commerce Platform, determination of the fair value of assets and liabilities acquired in a business combination, the evaluation of the recoverability of the carrying value of property and equipment, goodwill and intangible assets, discount rates and rates of return affecting the calculation of the assets and liabilities associated with the employee benefit plans and the evaluation of uncertainties surrounding the calculation of the Company’s tax assets and liabilities. |
Revenue Recognition | Revenue Recognition 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 system and where tickets were issued by the Company that were originally booked on an alternative system. Revenue for air travel reservations is recognized at the time of the booking of the reservation when it is contractually billed, net of estimated cancellations and anticipated incentives for customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations; and such cancellations have not been significant, historically. The Company’s beyond air revenue, including hotel and car reservations, is recognized upon fulfillment of the reservation. Given hotel and car reservations can be cancelled at any time without penalty, revenue is recognized upon the fulfillment of the reservation when it is contractually billed and collectability of the revenue is reasonably assured. The Company’s payment processing revenue is earned as a percentage of total transaction value in the form of interchange fees payable by banks. Revenue is recognized when the payment is processed. The Company collects annual 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 have fixed amounts of fees, revenue is recognized ratably over the contract period. Where the contractual terms have variable usage of services, 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 hosting solutions and other services to airlines such as pricing, shopping, ticketing, ground handling and other solutions. Where the contractual terms have fixed amounts of fees, revenue is recognized ratably over the contract period. Where the contractual terms have variable usage of services, 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 national distribution companies (“NDCs”), 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 to travel agencies and NDCs 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 contracts. 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 air 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 NDC structure, where feasible, in order to take advantage of the NDC’s local industry knowledge. The NDC 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 NDC earns a share of the booking fees generated in the NDC’s territory. Cost of revenue also includes incentive payments to travel agencies for using the Company’s payment solutions. 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 consist of 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 center, other operating costs associated with running the Company’s Travel Commerce Platform, including facility and related running costs of the Company’s data center, technology costs related to maintaining the networks between the Company and its travel providers and its hosting solutions; salaries and benefits paid to employees for the development, delivery and implementation of software, the maintenance of mainframes, servers and software used in the Company’s data center 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, $20 million and $16 million for the years ended December 31, 2016, 2015 and 2014, 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 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. |
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 collectable. 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 receivable 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 $2 million, $2 million and $3 million for the years ended December 31, 2016, 2015 and 2014, 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, 2016 and 2015, the Company did not designate any derivative contract as accounting hedges, although during 2014, the Company had designated its interest rate cap derivative contracts as cash flow hedges. The effective portion of changes in the fair value of derivative contracts designated as cash flow hedging instruments are recorded as a component of accumulated other comprehensive income (loss). The ineffective portion is reported directly in earnings in the consolidated statements of operations. Amounts included in accumulated other comprehensive income (loss) are recognized in earnings in the same period during which the hedged cash flow affects earnings, or are recognized earlier where the cash flow hedges are determined to be ineffective, or where the derivative contracts are terminated prior to maturity and the cash outflows hedged are not considered as probable of occurring. 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, 2016, 2015 and 2014, the Company amortized software costs developed for internal use of $108 million, $99 million and $87 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 its own use. The amount of interest on capital projects capitalized was $4 million, $3 million and $8 million for the years ended December 31, 2016, 2015 and 2014, 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 impairment may have occurred. The Company’s amortizable intangible assets comprise of (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 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 impairment may have occurred. The Company performed its annual impairment test during the fourth quarter of 2016 and did not identify any significant impairment. The Company evaluates the recoverability of its other long-lived assets, including definite-lived intangible assets, if circumstances indicate 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 gains and losses on derivative financial instruments designated as cash flow hedges, 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 translating 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 function currency entity. Transactions in currencies other than 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 under 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 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 a defined contribution savings plan, under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to this plan 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 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 return 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 Goodwill Impairment In January 2017, the Financial Accounting Standards Board (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. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value. The new guidance is applicable to the Company 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 does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. Restricted Cash In November 2016, the FASB issued guidance which requires entities to include restricted cash as part of cash and cash equivalents in the statement of cash flows. It also requires a reconciliation between the balance sheet and the statement of cash flows. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. Early adoption of the amendments in the guidance is permitted and requires its application using a retrospective transition method. The Company is currently evaluating the impact on the consolidated financial statements resulting from the adoption of this 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 amendments provide 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 new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. Early adoption of the amendments in the guidance is permitted and requires its application using a retrospective transition method. The Company does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. Financial Instruments—Credit Losses In June 2016, the FASB issued guidance which amends the guidance on 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, an entity will recognize allowance for credit losses based on its estimate of expected credit losses, which will result in more timely recognition of such losses. The guidance requires an entity to consider all available relevant information 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 the amended guidance on the consolidated financial statements. Compensation—Stock Compensation In March 2016, the FASB issued guidance on several aspects of the accounting for share-based payment transactions which simplifies the current accounting requirements. The update includes accounting for income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2016. The Company does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. Leases In February 2016, the FASB issued guidance on lease accounting which supersedes the current guidance on leases. The new guidance establishes a right-of-use (“ROU”) model that 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. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2018. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption of the amendments in the guidance is permitted. The Company is currently evaluating the impact of the guidance on the consolidated financial statements (see Note 15—Commitments and Contingencies for the Company’s minimum lease commitments for operating leases as of December 31, 2016). Financial Instruments In January 2016, the FASB issued guidance which amends the current guidance on the classification and measurement of financial instruments. It significantly revises an entity’s 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 guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2017. The Company does not anticipate any significant impact on the consolidated financial statements resulting from the adoption of this guidance. Income Taxes In November 2015, the FASB issued guidance in relation to the balance sheet presentation of deferred tax assets and liabilities. This guidance simplifies the current presentation, where deferred tax assets and liabilities are required to be separated into current and non-current amounts in a classified statement of financial position, and requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. As a result, each jurisdiction will now only have one net non-current deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. The guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted and may be applied retrospectively or prospectively. In the fourth quarter of 2016, the Company early adopted this guidance prospectively. As of December 31, 2016, the Company netted $13 million of deferred tax assets and deferred tax liabilities and reclassified $5 million of current deferred tax assets and $0 of current deferred tax liabilities to non-current deferred tax assets and liabilities, respectively, on its consolidated balance sheets. The prior period information was not retrospectively adjusted. Business Combinations In September 2015, the FASB issued guidance on accounting for measurement-period adjustments following a business combination. Under previous guidance, when an acquirer identified an adjustment to provisional amounts during the measurement period, the acquirer was required to revise comparative information for prior periods, including making any change in depreciation, amortization, or other income effects recognized in completing the initial accounting, as if the accounting for the business combination had been completed as of the acquisition date. Under the new guidance, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, rather than retrospectively. The Company adopted the provision of this guidance effective January 1, 2016 with no impact on the consolidated financial statements. Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions 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 an entity’s contracts with customers. In August 2015, the FASB decided to delay the effective date of the new revenue guidance issued in May 2014 by one year but allowed companies a choice to adopt the guidance as of the original effective date that was set out in May 2014. The Company has decided to adopt the guidance beginning January 1, 2018. The guidance permits the use of either a full or modified retrospective adoption approach. The Company expects to adopt the guidance using the modified retrospective approach, under which the cumulative effect of initially applying the guidance will be recognized as an adjustment to the opening balance of retained earnings (or accumulated losses) as of January 1, 2018. The guidance also permits application of the modified retrospective approach to either all contracts as of the date of initial application or only to contracts that are not completed as of this date. The Company expects to apply the modified retrospective approach only to contracts that are not completed as of January 1, 2018. The Company is in the process of evaluating its contracts with customers and analyzing the impact of the new guidance on the Company’s revenue contracts, comparing its current accounting policies and practices to the requirements of the new guidance, and identifying potential differences that would result from applying the new guidance to its contracts. The Company is also in the process of identifying and implementing changes to its business processes, systems and controls to support adoption of the new guidance in 2018. As of December 31, 2016, the expected financial statement impact cannot be reasonably estimated. Simplifying the Presentation of Debt Issuance Costs In April 2015, the FASB issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance does not affect the recognition and measurement of debt issuance costs which would continue to be calculated using the interest method and be reported as interest expense. Additionally, the other areas of U.S. GAAP that prescribe the accounting treatment for third-party debt issuance costs will not be affected. In August 2015, the FASB issued further guidance to clarify the SEC’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements whereby such costs could be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement. The Company adopted the provision of this guidance effective January 1, 2016. As a result of this guidance, the Company has reclassified its unamortized debt issuance costs of $18 million and $24 million as of December 31, 2016 and 2015, respectively, in relation to its term loans and has presented these costs as a deduction from the carrying value of the term loans. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of useful lives of property and equipment | 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 | Acquired intangible assets 5 to 25 years Customer loyalty payments 2 to 10 years (contract period) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | (in $ thousands) Year Ended Year Ended Year Ended Current U.S. Federal $ — $ — $ (968 ) U.S. State (252 ) — — Non-U.S. (23,276 ) (24,113 ) (28,565 ) (23,528 ) (24,113 ) (29,533 ) Deferred U.S. Federal (3,878 ) (2,520 ) (10,001 ) Non-U.S. (2,784 ) 641 3,507 (6,662 ) (1,879 ) (6,494 ) Non-current Liabilities for uncertain tax positions 437 (1,134 ) (2,501 ) Provision for income taxes $ (29,753 ) $ (27,126 ) $ (38,528 ) |
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 | (in $ thousands) Year Ended Year Ended Year Ended U.S. $ (9,798 ) $ (26,702 ) $ 22,134 Non-U.S. 54,597 74,709 108,778 Income before income taxes and share of losses in equity method investments $ 44,799 $ 48,007 $ 130,912 |
Schedule of deferred income tax assets and liabilities | (in $ thousands, except share data) December 31, December 31, Deferred tax assets: NOL and tax credit carry forwards $ 214,165 $ 376,489 Pension liability 49,613 48,472 Accrued liabilities and deferred income 25,693 27,472 Equity-based compensation 4,010 2,585 Allowance for doubtful accounts 923 1,140 Other assets 8,782 1,564 Less: Valuation allowance (215,795 ) (383,357 ) Total deferred tax assets 87,391 74,365 Netted against deferred tax liabilities (78,178 ) (58,884 ) Deferred tax assets recognized on the balance sheet 9,213 15,481 Deferred tax liabilities: Accumulated depreciation and amortization (118,287 ) (99,534 ) Other (19,272 ) (19,013 ) Total deferred tax liabilities (137,559 ) (118,547 ) Netted against deferred tax assets 78,178 58,884 Deferred tax liabilities recognized on the balance sheet (59,381 ) (59,663 ) Net deferred tax liability $ (50,168 ) $ (44,182 ) |
Schedule of provision for income taxes differs from its tax (provision) benefit at the U.S. Federal statutory rate | (in $ thousands) Year Ended Year Ended Year Ended Tax provision at U.S. federal statutory rate of 35% $ (15,683 ) $ (16,757 ) $ (45,600 ) Taxes on non-U.S. operations at alternative rates 15,772 62,997 66,150 Liability for uncertain tax positions 437 (738 ) (2,867 ) Change in valuation allowance (11,518 ) (59,167 ) (138,388 ) Non-taxable income — 2,078 104,201 Non-deductible expenses (16,391 ) (15,670 ) (19,004 ) Adjustment in respect of prior years (1,441 ) — 502 Other (929 ) 131 (3,522 ) Provision for income taxes $ (29,753 ) $ (27,126 ) $ (38,528 ) |
Schedule of reconciliation of beginning and ending amounts of unrecognized tax benefits | (in $ thousands) Year Ended Year Ended Year Ended Unrecognized tax benefit – opening balance $ 95,687 $ 25,773 $ 23,596 Gross increases – tax positions in prior periods 2,522 56,916 2,249 Gross decreases – tax positions in prior periods (10,723 ) (639 ) — Gross increases – tax positions in current period 6,229 15,721 934 Decrease related to lapsing of statute of limitations — — (526 ) Decrease due to currency translation adjustments (2,235 ) (2,084 ) (480 ) Unrecognized tax benefit – ending balance $ 91,480 $ 95,687 $ 25,773 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of components and allocation of purchase price of acquisition | (in $ thousands) December 31, Cash and cash equivalents $ 10,277 Capitalized software (See Note 6) 20,908 Goodwill (See Note 7) (1) 76,781 Other current assets 6,939 Other non-current assets 1,469 Other current liabilities (9,655 ) Other non-current liabilities (3,179 ) Non-controlling interest (13,399 ) Total $ 90,141 (1) $5 million of the goodwill relates to the acquisition made in December 2014 and was recorded in 2014. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of other current assets | (in $ thousands) December 31, December 31, Sales and use tax receivables $ 27,178 $ 27,233 Prepaid expenses 26,289 26,395 Client funds 11,632 11,701 Prepaid incentives 9,492 26,496 Derivative assets 856 657 Other 8,642 6,999 $ 84,089 $ 99,481 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment, net | December 31, 2016 December 31, 2015 (in $ thousands) Cost Accumulated Net Cost Accumulated Net Capitalized software $ 925,998 $ (736,573 ) $ 189,425 $ 870,868 $ (635,135 ) $ 235,733 Computer equipment 344,112 (205,222 ) 138,890 303,902 (168,380 ) 135,522 Building and leasehold improvements 27,187 (9,622 ) 17,565 24,102 (8,735 ) 15,367 Construction in progress 85,166 — 85,166 73,226 — 73,226 $ 1,382,463 $ (951,417 ) $ 431,046 $ 1,272,098 $ (812,250 ) $ 459,848 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill and intangible assets | (in $ thousands) January 1, Additions Retirements Foreign December 31, Non-Amortizable Assets: Goodwill $ 1,067,415 $ 14,105 $ — $ (1,569 ) $ 1,079,951 Trademarks and tradenames 313,961 — (864 ) — 313,097 Other Intangible Assets: Acquired intangible assets 1,127,360 — — (301 ) 1,127,059 Accumulated amortization (756,489 ) (47,095 ) — (505 ) (804,089 ) Acquired intangible assets, net 370,871 (47,095 ) — (806 ) 322,970 Customer loyalty payments 300,142 101,865 (41,562 ) (2,186 ) 358,259 Accumulated amortization (136,473 ) (71,137 ) 36,138 1,850 (169,622 ) Customer loyalty payments, net 163,669 30,728 (5,424 ) (336 ) 188,637 Other intangible assets, net $ 534,540 $ (16,367 ) $ (5,424 ) $ (1,142 ) $ 511,607 (in $ thousands) January 1, Additions Retirements Foreign December 31, Non-Amortizable Assets: Goodwill $ 997,419 $ 71,850 $ — $ (1,854 ) $ 1,067,415 Trademarks and tradenames 313,961 — — — 313,961 Other Intangible Assets: Acquired intangible assets 1,129,320 — (2,541 ) 581 1,127,360 Accumulated amortization (687,495 ) (71,567 ) 2,541 32 (756,489 ) Acquired intangible assets, net 441,825 (71,567 ) — 613 370,871 Customer loyalty payments 334,309 75,063 (98,013 ) (11,217 ) 300,142 Accumulated amortization (157,319 ) (67,047 ) 82,738 5,155 (136,473 ) Customer loyalty payments, net 176,990 8,016 (15,275 ) (6,062 ) 163,669 Other intangible assets, net $ 618,815 $ (63,551 ) $ (15,275 ) $ (5,449 ) $ 534,540 |
Schedule of future amortization expense of acquired intangible assets | Year Ending December 31, (in $ thousands) Acquired Intangible Customer Loyalty 2017 $ 41,464 62,615 2018 40,565 47,479 2019 40,565 28,043 2020 40,565 15,093 2021 40,565 6,654 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Summary of other non-current assets | (in $ thousands) December 31, December 31, Prepaid incentives $ 25,538 $ 9,282 Deferred financing costs 4,752 6,543 Supplier prepayments 3,454 14,616 Derivative assets 1,719 8,655 Pension assets 989 5,186 Other 10,312 9,894 $ 46,764 $ 54,176 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of activities related to the restructuring liability | (in $ thousands) Severance and Implementation 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 |
Accrued Expenses and Other Cu42
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses and other current liabilities | (in $ thousands) December 31, December 31, Accrued commissions and incentives $ 267,488 $ 241,358 Accrued payroll and related 83,783 77,544 Deferred revenue 42,233 35,836 Derivative liabilities 21,771 10,341 Income tax payable 17,560 15,516 Accrued interest expense 15,215 18,800 Customer prepayments 11,632 11,701 Pension and post-retirement benefit liabilities 1,655 1,528 Other 17,223 18,026 $ 478,560 $ 430,650 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | (in $ thousands) Interest rate Maturity December 31, 2016 December 31, 2015 Senior Secured Credit Agreement Term loans Dollar denominated (1)(2)(3) L+4.00% September 2021 $ 2,236,157 $ 2,303,315 Revolver borrowings Dollar denominated L+5.00% September 2019 — — Capital leases and other indebtedness 108,611 133,883 Total debt 2,344,768 2,437,198 Less: current portion 63,558 74,163 Long-term debt $ 2,281,210 $ 2,363,035 (1) Minimum LIBOR floor of 1.00% (2) Upon the adoption of U.S. GAAP guidance, effective January 1, 2016, unamortized debt finance costs have been reclassified and deducted from the term loans (see Note 2—Summary of Significant Accounting Policies). As of December 31, 2016 and 2015, the principal amounts of term loans were $2,278 million and $2,351 million, respectively, which is netted for unamortized debt finance costs of $18 million and $24 million, respectively, and unamortized debt discount of $23 million and $24 million, respectively. (3) Interest rate on the term loans as of December 31, 2015, was LIBOR plus 4.75%. |
Schedule of aggregate maturities of debt | (in $ thousands) Year Ending 2017 $ 63,558 2018 56,316 2019 47,491 2020 31,234 2021 (1) 2,144,043 Thereafter 2,126 $ 2,344,768 (1) Includes $23 million of unamortized debt discount and $18 million of unamortized debt finance costs on term loans as of December 31, 2016. |
Schedule of movement in deferred finance costs | (in $ thousands) Year Ended Year Ended Year Ended Balance as of January 1 $ 30,504 $ 36,570 $ 39,932 Capitalization of debt finance costs 30 — 40,025 Amortization (5,926 ) (6,066 ) (10,738 ) Write-off on early extinguishment of debt (1,753 ) — (32,649 ) Balance as of December 31 $ 22,855 $ 30,504 $ 36,570 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of gross fair value of derivative contracts | Fair Value Asset Fair Value (Liability) (in $ thousands) Balance Sheet Location December 31, 2016 December 31, 2015 Balance Sheet Location December 31, 2016 December 31, 2015 Interest rate swap contracts Other current $ 768 $ — Accrued Expenses $ — $ — Interest rate swap contracts Other 1,719 8,655 Other — — Foreign currency contracts Other current 88 657 Accrued Expenses (21,771 ) (10,341 ) Foreign currency contracts Other — — Other — (1,082 ) Total fair value $ 2,575 $ 9,312 $ (21,771 ) $ (11,423 ) |
Schedule of reconciliation of the movement in the net carrying amount of derivative financial instruments | For the Year Ended (in $ thousands) 2016 2015 Net derivative liability opening balance $ (2,111 ) $ (15,548 ) Total loss for the period included in net income (34,767 ) (12,130 ) Payment on settlement of foreign currency derivative contracts 17,682 25,567 Net derivative liability closing balance $ (19,196 ) $ (2,111 ) |
Schedule of impact of changes in fair values of derivatives | Amount of Gain Amount of (Loss) Gain Year Ended Location of Gain Year Ended (in $ thousands) 2016 2015 2014 2016 2015 2014 Derivatives designated as hedging instruments: Interest rate caps $ — $ — $ 4,022 Interest expense, net $ — $ — $ — Derivatives not designated as hedging instruments: Interest rate caps N/A N/A N/A Interest expense, net — — (9,022 ) Interest rate swaps N/A N/A N/A Interest expense, net (6,168 ) 8,655 — Foreign currency contracts N/A N/A N/A Selling, general and (28,599 ) (20,785 ) (18,837 ) $ (34,767 ) $ (12,130 ) $ (27,859 ) |
Schedule of fair values of other financial instruments | December 31, 2016 December 31, 2015 (in $ thousands) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value Asset (liability) Derivative assets Level 2 $ 2,575 2,575 $ 9,312 9,312 Derivative liabilities Level 2 (21,771 ) (21,771 ) (11,423 ) (11,423 ) Total debt Level 2 (2,344,768 ) (2,402,783 ) (2,437,198 ) (2,431,242 ) |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Summary of other non-current liabilities | (in $ thousands) December 31, December 31, Pension and post-retirement benefit liabilities $ 133,470 $ 128,709 Income tax payable 24,625 24,878 Other 69,688 72,912 $ 227,783 $ 226,499 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of weighted average assumptions to measure the benefit obligation | (in $ thousands) December 31, December 31, Defined Benefit Pension Plans Discount rate 4.0 % 4.4 % Expected long-term return on plan assets 6.0 % 6.4 % Post-Retirement Benefit Plans Discount rate 4.5 % 4.8 % |
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, 2016 are as follows: Pension Plan Assets (in $ thousands) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 385,194 $ 385,194 Mutual funds (2) 86,968 — 86,968 Cash equivalents (3) 12,886 — 12,886 Total $ 99,854 $ 385,194 $ 485,048 The fair values of the Company’s pension plan assets by asset category as of December 31, 2015 are as follows: Pension Plan Assets (in $ thousands) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 383,789 $ 383,789 Mutual funds (2) 88,404 — 88,404 Cash equivalents (3) 11,159 — 11,159 Total $ 99,563 $ 383,789 $ 483,352 (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 comprise of money market funds. |
Schedule of defined benefit pension and other post-retirement benefit plans pay benefits to participants | (in $ thousands) Defined Benefit Post-Retirement 2017 $ 30,408 $ 216 2018 31,206 220 2019 32,067 222 2020 32,907 239 2021 33,796 249 Five years thereafter 178,306 1,451 |
Defined Benefit Pension Plans | |
Schedule of changes in the benefit obligation and fair value of assets | Defined Benefit Pension Plans (in $ thousands) Year Ended Year Ended Benefit obligation, beginning of year $ 601,902 $ 662,630 Service cost 363 428 Interest cost 21,407 25,751 Actuarial loss (gain) 31,921 (45,431 ) Benefits paid (27,730 ) (36,409 ) Currency translation adjustment (15,680 ) (5,067 ) Benefit obligation, end of year $ 612,183 $ 601,902 Fair value of plan assets, beginning of year $ 483,352 $ 530,961 Return on plan assets 42,420 (8,809 ) Employer contribution 3,157 2,759 Benefits paid (27,730 ) (36,409 ) Currency translation adjustment (16,151 ) (5,150 ) Fair value of plan assets, end of year 485,048 483,352 Funded status $ (127,135 ) $ (118,550 ) |
Schedule of components of net periodic cost (benefit) | Defined Benefit Pension Plans (in $ thousands) Year Ended Year Ended Year Ended Service cost $ 363 $ 428 $ 384 Interest cost 21,407 25,751 27,282 Expected return on plan assets (29,414 ) (33,325 ) (35,929 ) Recognized net actuarial loss 9,641 9,070 2,869 Net periodic cost (benefit) $ 1,997 $ 1,924 $ (5,394 ) |
Post-Retirement Benefit Plans | |
Schedule of changes in the benefit obligation and fair value of assets | Post-Retirement Benefit Plans (in $ thousands) Year Ended Year Ended Benefit obligation, beginning of year $ 6,267 $ 7,184 Service cost 12 20 Interest cost 217 261 Actuarial loss (gain) 76 (2,080 ) Benefits received 90 882 Benefit obligation, end of year $ 6,662 $ 6,267 Fair value of plan assets, beginning and end of year — — Funded status $ (6,662 ) $ (6,267 ) |
Schedule of components of net periodic cost (benefit) | Post-Retirement Benefit Plans (in $ thousands) Year Ended Year Ended Year Ended Service cost $ 12 $ 20 $ 19 Interest cost 217 261 295 Recognized net actuarial loss (331 ) (188 ) (754 ) Net periodic (benefit) cost $ (102 ) $ 93 $ (440 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments required under non-cancellable operating leases | (in $ thousands) Amount 2017 $ 15,963 2018 15,348 2019 13,859 2020 11,260 2021 10,000 Thereafter 36,413 $ 102,843 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of cash dividends declared | Declaration Date Dividend Record Payment Amount February 17, 2016 $ 0.075 March 3, 2016 March 17, 2016 $ 9,279 May 3, 2016 $ 0.075 June 2, 2016 June 16, 2016 $ 9,286 August 3, 2016 $ 0.075 September 1, 2016 September 15, 2016 $ 9,294 November 1, 2016 $ 0.075 December 1, 2016 December 15, 2016 $ 9,302 |
Schedule of accumulated other comprehensive income (loss), net of tax | (in $ thousands) Currency Adjustments Unrealized Investments Unrealized Hedges Unrealized Securities Unrecognized Plans Accumulated Loss Balance as of January 1, $ (9,438 ) $ 7,954 $ (4,022 ) $ — $ (76,458 ) $ (81,964 ) Activity during period, net of (1) (10,775 ) (7,438 ) 4,022 6,376 (83,833 ) (91,648 ) Balance as of December 31, 2014 (20,213 ) 516 — 6,376 (160,291 ) (173,612 ) Activity during period, net of (1) (10,554 ) (516 ) — (6,376 ) 13,551 (3,895 ) Balance as of December 31, 2015 (30,767 ) — — — (146,740 ) (177,507 ) Activity during period, net of (1) (4,581 ) — — — (7,984 ) (12,565 ) Balance as of December 31, 2016 $ (35,348 ) $ — $ — $ — $ (154,724 ) $ (190,072 ) (1) The tax credit relates to unrecognized actuarial gain (loss) on defined benefit plans and was $1 million, $0 and $2 million for the years ended December 31, 2016, 2015 and 2014, respectively. For all other components of accumulated other comprehensive loss, the tax impact was $0 for each of the years ended December 31, 2014, 2015 and 2016. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule for activity of restricted stock units | (in dollars, except number of RSUs) Number of Weighted Balance as of January 1, 2016 874,728 $ 14.90 Granted at fair market value 876,917 $ 13.29 Vested (1) (229,049 ) $ 15.24 Forfeited (127,289 ) $ 14.76 Balance as of December 31, 2016 1,395,307 $ 13.84 (1) The Company completed net share settlements for 74,371 common shares for the year ended December 31, 2016 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. |
Schedule for activity of performance based stock units | (in dollars, except number of PSUs) Number of Weighted Balance as of January 1, 2016 1,297,801 $ 16.28 Change in estimate (1) 642,822 $ 17.90 Granted at fair market value 972,900 $ 13.23 Vested (2) (93,319 ) $ 16.78 Forfeited (178,977 ) $ 16.43 Balance as of December 31, 2016 (3) 2,641,227 $ 15.52 (1) Represents an increase in the number of original PSUs granted based on the final achievement of performance criteria at the end of the defined performance period. (2) The Company completed net share settlements for 41,486 common shares for the year ended December 31, 2016 in connection with employee taxable income created upon vesting of common shares. 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) Total estimated awards that will ultimately vest based on the forecasted performance against the pre-defined targets is expected to be 2,911,785 PSUs. |
Schedule of weighted-average assumptions used for fair values of employee options granted | 2016 2015 2014 Expected term from grant date (in years) 6.25 6.25 3 to 6.25 Risk free interest rate 1.27% to 1.97% 1.54% to 1.84% 0.80% to 1.67% Expected volatility 35% to 40% 42% to 49% 49% to 60% Dividend yield 2% 2% 0% to 2% |
Schedule for activity of stock options | Number of Options Weighted Average Weighted Average Aggregate Balance as of December 31, 2015 1,454,638 $ 14.27 Granted at fair market value 1,510,896 $ 13.27 Forfeited (164,498 ) $ 15.59 Expired (80,522 ) $ 15.99 Balance as of December 31, 2016 2,720,514 $ 13.58 7.91 $ 2,892 Exercisable as of December 31, 2016 734,318 $ 13.00 5.07 1,546 Expected to vest as of December 31, 2016 1,986,196 $ 13.80 8.96 1,346 |
Income Per Share (Tables)
Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of numerators and denominators used in the computation of basic and diluted income (loss) per share | (in $ thousands, except share data) Year Ended 2016 Year Ended 2015 Year Ended 2014 Numerator – Basic and Diluted income per share: Net income attributable to the Company $ 16,820 $ 16,332 $ 86,494 Denominator – Basic Income per Share: Weighted average common shares outstanding 123,871,479 122,340,491 85,771,655 Income per share – Basic 0.14 0.13 1.01 Denominator – Diluted Income per Share: Number of common shares used for basic income per 123,871,479 122,340,491 85,771,655 Weighted average effect of dilutive securities RSUs 1,438,393 145,471 1,988,145 Stock Options 86,613 53,460 104,290 Weighted average common shares outstanding 125,396,485 122,539,422 87,864,090 Income per share – Diluted 0.13 0.13 0.98 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of geographic segment information | (in $ thousands) United States United Kingdom All Other Countries Total Net Revenue Year ended December 31, 2016 740,573 197,551 1,413,232 2,351,356 Year ended December 31, 2015 756,036 187,018 1,277,966 2,221,020 Year ended December 31, 2014 785,651 174,034 1,188,474 2,148,159 Long-Lived Assets (excluding financial instruments and deferred tax assets) As of December 31, 2016 1,229,632 9,986 1,141,128 2,380,746 As of December 31, 2015 1,231,730 16,849 1,196,497 2,445,076 As of December 31, 2014 1,341,484 18,349 1,111,642 2,471,475 |
Basis of Presentation - (Detail
Basis of Presentation - (Detail Textuals) | Dec. 31, 2016Country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which company operates | 180 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Useful Lives of Various Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Capitalized software | |
Accounting Policies [Line Items] | |
Property and equipment useful life | 2 to 10 years |
Computer equipment | |
Accounting Policies [Line Items] | |
Property and equipment useful life | 3 to 7 years |
Buildings | |
Accounting Policies [Line Items] | |
Property and equipment useful life | up to 30 years |
Leasehold improvements | |
Accounting Policies [Line Items] | |
Property and equipment useful life | up to 20 years |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Amortization of Intangible Assets Over Estimated Useful Lives (Details 1) | 12 Months Ended |
Dec. 31, 2016 | |
Acquired intangible assets | |
Accounting Policies [Line Items] | |
Useful life of intangible assets | 5 to 25 years |
Customer loyalty payments | |
Accounting Policies [Line Items] | |
Useful life of intangible assets | 2 to 10 years (contract period) |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Advertising expenses, included in selling, general and administrative expenses | $ 19 | $ 20 | $ 16 |
Bad debt expense | $ 2 | 2 | 3 |
Percentage of the unadjusted fair value of derivative instruments | 15.00% | ||
Software amortization cost | $ 108 | 99 | 87 |
Interest on capital projects capitalized | 4 | 3 | $ 8 |
Netting of deferred tax assets and deferred tax liabilities | 13 | ||
Reclassification of current deferred tax assets to noncurrent deferred tax assets | 5 | ||
Reclassification of current deferred tax liabilities to noncurrent deferred tax liabilities | 0 | ||
Unamortized debt issue cost is in relation to term loans | $ 18 | $ 24 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current | |||
U.S. Federal | $ (968) | ||
U.S. State | (252) | ||
Non-U.S. | (23,276) | (24,113) | (28,565) |
Total | (23,528) | (24,113) | (29,533) |
Deferred | |||
U.S. Federal | (3,878) | (2,520) | (10,001) |
Non-U.S. | (2,784) | 641 | 3,507 |
Total | (6,662) | (1,879) | (6,494) |
Non-current | |||
Liabilities for uncertain tax positions | 437 | (1,134) | (2,501) |
Provision for income taxes | $ (29,753) | $ (27,126) | $ (38,528) |
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 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (9,798) | $ (26,702) | $ 22,134 |
Non-U.S. | 54,597 | 74,709 | 108,778 |
Income before income taxes and share of losses in equity method investments | $ 44,799 | $ 48,007 | $ 130,912 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
NOL and tax credit carry forwards | $ 214,165 | $ 376,489 |
Pension liability | 49,613 | 48,472 |
Accrued liabilities and deferred income | 25,693 | 27,472 |
Equity-based compensation | 4,010 | 2,585 |
Allowance for doubtful accounts | 923 | 1,140 |
Other assets | 8,782 | 1,564 |
Less: Valuation allowance | (215,795) | (383,357) |
Total deferred tax assets | 87,391 | 74,365 |
Netted against deferred tax liabilities | (78,178) | (58,884) |
Deferred tax assets recognized on the balance sheet | 9,213 | 15,481 |
Deferred tax liabilities: | ||
Accumulated depreciation and amortization | (118,287) | (99,534) |
Other | (19,272) | (19,013) |
Total deferred tax liabilities | (137,559) | (118,547) |
Netted against deferred tax assets | 78,178 | 58,884 |
Deferred tax liabilities recognized on the balance sheet | (59,381) | (59,663) |
Net deferred tax liability | $ (50,168) | $ (44,182) |
Income Taxes - Provision for 59
Income Taxes - Provision for Income Taxes Differs from Tax (Provision) Benefit at US Federal Statutory Rate (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at U.S. federal statutory rate of 35% | $ (15,683) | $ (16,757) | $ (45,600) |
Taxes on non-U.S. operations at alternative rates | 15,772 | 62,997 | 66,150 |
Liability for uncertain tax positions | 437 | (738) | (2,867) |
Change in valuation allowance | (11,518) | (59,167) | (138,388) |
Non-taxable income | 2,078 | 104,201 | |
Non-deductible expenses | (16,391) | (15,670) | (19,004) |
Adjustment in respect of prior years | (1,441) | 502 | |
Other | (929) | 131 | (3,522) |
Provision for income taxes | $ (29,753) | $ (27,126) | $ (38,528) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit - opening balance | $ 95,687 | $ 25,773 | $ 23,596 |
Gross increases - tax positions in prior periods | 2,522 | 56,916 | 2,249 |
Gross decreases - tax positions in prior periods | (10,723) | (639) | |
Gross increases - tax positions in current period | 6,229 | 15,721 | 934 |
Decrease related to lapsing of statute of limitations | (526) | ||
Decrease due to currency translation adjustments | (2,235) | (2,084) | (480) |
Unrecognized tax benefit - ending balance | $ 91,480 | $ 95,687 | $ 25,773 |
Income Taxes - (Detail Textuals
Income Taxes - (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance recorded against deferred tax assets | $ 215,795 | $ 383,357 | |
NOL and tax credit carry forwards | 214,165 | 376,489 | |
Increase in equity in case of ultimate realization of deferred tax assets related to equity-based compensation | 10,000 | ||
Total earnings from foreign subsidiaries | 38,000 | ||
Unrecognized deferred tax liability temporary differences of foreign subsidiaries | $ 1,000 | ||
Statutory rate | 0.00% | ||
US Federal statutory rate | 35.00% | ||
Unrecognized tax benefits within the next twelve months for uncertain tax positions | $ 1,000 | ||
Unrecognized tax benefits (including interest and penalties thereon) | 93,000 | 92,000 | $ 26,000 |
Amount of interest and penalties (released) accrued | 1,000 | 1,000 | $ 1,000 |
Cumulative accrued interest and penalties | 9,000 | $ 8,000 | |
Unrecognized tax benefits, expected to be realized | 1,000 | ||
Deferred tax asset netted against valuation allowance | $ 159,000 | ||
Internal Revenue Code | |||
Operating Loss Carryforwards [Line Items] | |||
Beneficial ownership changes percentage | 5.00% | ||
Aggregate change in beneficial ownership interest | more than 50% | ||
Operating loss carryforwards, limitations on use | 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. | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carry forwards | $ 367,000 | ||
Operating loss carry forwards expiration year, minimum | 2,032 | ||
Operating loss carry forwards expiration year, maximum | 2,036 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carry forwards expiration year, minimum | 2,017 | ||
Operating loss carry forwards expiration year, maximum | 2,036 | ||
Other non-U.S. | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carry forwards | $ 246,000 | ||
Operating loss carry forward expiration period | between three years and indefinitely |
Business Acquisitions (Details)
Business Acquisitions (Details) $ in Thousands | Dec. 31, 2015USD ($) | |
Business Combinations [Abstract] | ||
Cash and cash equivalents | $ 10,277 | |
Capitalized software (See Note 6) | 20,908 | |
Goodwill (See Note 7) | 76,781 | [1] |
Other current assets | 6,939 | |
Other non-current assets | 1,469 | |
Other current liabilities | (9,655) | |
Other non-current liabilities | (3,179) | |
Non-controlling interest | (13,399) | |
Total | $ 90,141 | |
[1] | $5 million of the goodwill relates to the acquisition made in December 2014 and was recorded in 2014. |
Business Acquisitions (Parenthe
Business Acquisitions (Parentheticals) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | |||
Goodwill on acquisition | $ 14,105 | $ 71,850 | $ 5,000 |
Business Acquisitions (Detail T
Business Acquisitions (Detail Textuals) - USD ($) $ in Thousands | Apr. 01, 2016 | Oct. 31, 2015 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Aggregate purchase price consideration | $ 90,000 | |||
Cash consideration | 76,000 | |||
Existing equity interest | 14,000 | |||
Goodwill (See Note 7) | [1] | $ 76,781 | ||
Galileo Japan K K | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 15,000 | |||
Goodwill (See Note 7) | $ 14,000 | |||
Locomote | ||||
Business Acquisition [Line Items] | ||||
Ownership stake earlier | 49.00% | |||
Ownership percentage | 55.00% | |||
Locomote | Maximum | ||||
Business Acquisition [Line Items] | ||||
Gain recognized on step up acquisition | $ 1,000 | |||
[1] | $5 million of the goodwill relates to the acquisition made in December 2014 and was recorded in 2014. |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Sales and use tax receivables | $ 27,178 | $ 27,233 |
Prepaid expenses | 26,289 | 26,395 |
Client funds | 11,632 | 11,701 |
Prepaid incentives | 9,492 | 26,496 |
Derivative assets | 856 | 657 |
Other | 8,642 | 6,999 |
Other current assets, Total | $ 84,089 | $ 99,481 |
Other Current Assets (Detail Te
Other Current Assets (Detail Textuals) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Allowance for prepaid incentives | $ 10,684 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,382,463 | $ 1,272,098 |
Accumulated Depreciation | (951,417) | (812,250) |
Net | 431,046 | 459,848 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 925,998 | 870,868 |
Accumulated Depreciation | (736,573) | (635,135) |
Net | 189,425 | 235,733 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 344,112 | 303,902 |
Accumulated Depreciation | (205,222) | (168,380) |
Net | 138,890 | 135,522 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 27,187 | 24,102 |
Accumulated Depreciation | (9,622) | (8,735) |
Net | 17,565 | 15,367 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 85,166 | 73,226 |
Accumulated Depreciation | ||
Net | $ 85,166 | $ 73,226 |
Property and Equipment, Net - (
Property and Equipment, Net - (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Capital lease assets | $ 195 | $ 174 | |
Capital lease assets, accumulated depreciation | 93 | 69 | |
Investment in property and equipment | 142 | 156 | |
Assets acquired under capital lease | 35 | ||
Impairment of capitalized software | 8 | ||
Depreciation expense | 162 | 162 | $ 156 |
Interest on capital projects capitalized | $ 4 | $ 3 | $ 8 |
Intangible Assets - Changes in
Intangible Assets - Changes in Carrying Amount of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill | |||
Goodwill, Beginning Balance | $ 1,067,415 | $ 997,419 | |
Goodwill, Additions | 14,105 | 71,850 | $ 5,000 |
Goodwill, Retirements | |||
Goodwill, Foreign Exchange | (1,569) | (1,854) | |
Goodwill, Ending Balance | 1,079,951 | 1,067,415 | 997,419 |
Trademarks and tradenames | |||
Trademarks and tradenames, Beginning Balance | 313,961 | 313,961 | |
Trademarks and tradenames, Additions | |||
Trademarks and tradenames, Retirements | (864) | ||
Trademarks and tradenames, Foreign Exchange | |||
Trademarks and tradenames, Ending Balance | 313,097 | 313,961 | 313,961 |
Other Intangible Assets: | |||
Other intangible assets, net, Beginning Balance | 534,540 | 618,815 | |
Other intangible assets, net, Additions | (16,367) | (63,551) | |
Other intangible assets, net, Retirements | (5,424) | (15,275) | |
Other intangible assets, net, Foreign Exchange | (1,142) | (5,449) | |
Other intangible assets, net, Ending Balance | 511,607 | 534,540 | 618,815 |
Acquired intangible assets | |||
Other Intangible Assets: | |||
Total other intangible assets, Beginning Balance | 1,127,360 | 1,129,320 | |
Total other intangible assets, Additions | |||
Total other intangible assets, Retirements | (2,541) | ||
Total other intangible assets, Foreign Exchange | (301) | 581 | |
Total other intangible assets, Ending Balance | 1,127,059 | 1,127,360 | 1,129,320 |
Accumulated amortization, Beginning Balance | (756,489) | (687,495) | |
Accumulated amortization, Additions | (47,095) | (71,567) | |
Accumulated amortization, Retirements | 2,541 | ||
Accumulated amortization, Foreign Exchange | (505) | 32 | |
Accumulated amortization, Ending Balance | (804,089) | (756,489) | (687,495) |
Other intangible assets, net, Beginning Balance | 370,871 | 441,825 | |
Other intangible assets, net, Additions | (47,095) | (71,567) | |
Other intangible assets, net, Retirements | |||
Other intangible assets, net, Foreign Exchange | (806) | 613 | |
Other intangible assets, net, Ending Balance | 322,970 | 370,871 | 441,825 |
Customer loyalty payments | |||
Other Intangible Assets: | |||
Total other intangible assets, Beginning Balance | 300,142 | 334,309 | |
Total other intangible assets, Additions | 101,865 | 75,063 | |
Total other intangible assets, Retirements | (41,562) | (98,013) | |
Total other intangible assets, Foreign Exchange | (2,186) | (11,217) | |
Total other intangible assets, Ending Balance | 358,259 | 300,142 | 334,309 |
Accumulated amortization, Beginning Balance | (136,473) | (157,319) | |
Accumulated amortization, Additions | (71,137) | (67,047) | |
Accumulated amortization, Retirements | 36,138 | 82,738 | |
Accumulated amortization, Foreign Exchange | 1,850 | 5,155 | |
Accumulated amortization, Ending Balance | (169,622) | (136,473) | (157,319) |
Other intangible assets, net, Beginning Balance | 163,669 | 176,990 | |
Other intangible assets, net, Additions | 30,728 | 8,016 | |
Other intangible assets, net, Retirements | (5,424) | (15,275) | |
Other intangible assets, net, Foreign Exchange | (336) | (6,062) | |
Other intangible assets, net, Ending Balance | $ 188,637 | $ 163,669 | $ 176,990 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense (Details 1) $ in Thousands | Dec. 31, 2016USD ($) |
Acquired intangible assets | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 41,464 |
2,018 | 40,565 |
2,019 | 40,565 |
2,020 | 40,565 |
2,021 | 40,565 |
Customer loyalty payments | |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | 62,615 |
2,018 | 47,479 |
2,019 | 28,043 |
2,020 | 15,093 |
2,021 | $ 6,654 |
Intangible Assets - (Detail Tex
Intangible Assets - (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Goodwill on acquisition | $ 14,105 | $ 71,850 | $ 5,000 | |
Customer loyalty payments in cash | 84,562 | 74,712 | 92,945 | |
Amortization expense | 47,000 | 72,000 | 77,000 | |
Japan acquisition | ||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Cash consideration for Japan acquisition | $ 15,000 | |||
Goodwill on acquisition | $ 14,000 | |||
Customer loyalty payments | ||||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | ||||
Amount payable for customer loyalty payments | 60,000 | 42,000 | ||
Amortization expense | 71,000 | $ 67,000 | $ 76,000 | |
Impairment recognized during the year | $ 3,000 |
Other Non-Current Assets - Summ
Other Non-Current Assets - Summary of Other Non-Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Prepaid incentives | $ 25,538 | $ 9,282 |
Deferred financing costs | 4,752 | 6,543 |
Supplier prepayments | 3,454 | 14,616 |
Derivative assets | 1,719 | 8,655 |
Pension assets | 989 | 5,186 |
Other | 10,312 | 9,894 |
Other non-current assets, Total | $ 46,764 | $ 54,176 |
Restructuring Charges (Details)
Restructuring Charges (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges recognized | $ 20,885 |
Cash payments made | (8,117) |
Balance as of December 31, 2016 | 12,768 |
Severance and employee-related obligations | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges recognized | 11,082 |
Cash payments made | |
Balance as of December 31, 2016 | 11,082 |
Implementation Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges recognized | 9,803 |
Cash payments made | (8,117) |
Balance as of December 31, 2016 | $ 1,686 |
Restructuring Charges (Detail T
Restructuring Charges (Detail Textuals) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges recognized | $ 20,885 |
Selling, general and administrative expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges recognized | 21,000 |
Severance and employee-related obligations | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges recognized | 11,082 |
Severance and employee-related obligations | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected total charges under the Program | 14,000 |
Severance and employee-related obligations | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected total charges under the Program | 16,000 |
Implementation Costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges recognized | 9,803 |
Implementation Costs | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected total charges under the Program | 13,000 |
Implementation Costs | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected total charges under the Program | 15,000 |
Implementation Costs - Operating lease and other contracts | |
Restructuring Cost and Reserve [Line Items] | |
Expected total charges under the Program | $ 1,000 |
Accrued Expenses and Other Cu75
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued commissions and incentives | $ 267,488 | $ 241,358 |
Accrued payroll and related | 83,783 | 77,544 |
Deferred revenue | 42,233 | 35,836 |
Derivative liabilities | 21,771 | 10,341 |
Income tax payable | 17,560 | 15,516 |
Accrued interest expense | 15,215 | 18,800 |
Customer prepayments | 11,632 | 11,701 |
Pension and post-retirement benefit liabilities | 1,655 | 1,528 |
Other | 17,223 | 18,026 |
Accrued expenses and other current liabilities | $ 478,560 | $ 430,650 |
Accrued Expenses and Other Cu76
Accrued Expenses and Other Current Liabilities - (Detail Textuals) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued commissions and incentives | ||
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued customer loyalty payments | $ 60 | $ 42 |
Accrued payroll and related | ||
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued employee bonuses | $ 45 | $ 48 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | |||
Debt Instrument [Line Items] | ||||
Capital leases and other indebtedness | $ 108,611 | $ 133,883 | ||
Total debt | 2,344,768 | 2,437,198 | ||
Less: current portion | 63,558 | 74,163 | ||
Long-term debt | $ 2,281,210 | $ 2,363,035 | ||
Senior Secured Credit Agreement | Term Loans | Dollar denominated | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate percentage | [1],[2],[3] | 4.00% | ||
Interest rate description on variable rate | L+4.00 | [1],[2],[3] | L+4.75 | |
Maturity | [1],[2],[3] | Sep. 30, 2021 | ||
Long-term debt | [1],[2],[3] | $ 2,236,157 | $ 2,303,315 | |
Senior Secured Credit Agreement | Revolver borrowings | Dollar denominated | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate percentage | 5.00% | |||
Interest rate description on variable rate | L+5.00 | |||
Maturity | Sep. 30, 2019 | |||
Long-term debt | ||||
[1] | Interest rate on the term loans as of December 31, 2015, was LIBOR plus 4.75%. | |||
[2] | Minimum LIBOR floor of 1.00% | |||
[3] | Upon the adoption of U.S. GAAP guidance, effective January 1, 2016, unamortized debt finance costs have been reclassified and deducted from the term loans (see Note 2 - Summary of Significant Accounting Policies). As of December 31, 2016 and 2015, the principal amounts of term loans were $2,278 million and $2,351 million, respectively, which is netted for unamortized debt finance costs of $18 million and $24 million, respectively, and unamortized debt discount of $23 million and $24 million, respectively. |
Long-Term Debt - Summary of L78
Long-Term Debt - Summary of Long-Term Debt (Parentheticals) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Unamortized debt finance costs | $ 18 | $ 24 | |
Senior Secured Credit Agreement | Term Loans | Dollar denominated | |||
Debt Instrument [Line Items] | |||
LIBOR floor rate | 1.00% | 1.00% | |
Principal amounts of term loans | $ 2,278 | $ 2,351 | |
Unamortized debt finance costs | 18 | 24 | |
Unamortized debt discount | $ 23 | $ 24 | |
Interest rate description on variable rate | L+4.00 | [1],[2],[3] | L+4.75 |
[1] | Interest rate on the term loans as of December 31, 2015, was LIBOR plus 4.75%. | ||
[2] | Minimum LIBOR floor of 1.00% | ||
[3] | Upon the adoption of U.S. GAAP guidance, effective January 1, 2016, unamortized debt finance costs have been reclassified and deducted from the term loans (see Note 2 - Summary of Significant Accounting Policies). As of December 31, 2016 and 2015, the principal amounts of term loans were $2,278 million and $2,351 million, respectively, which is netted for unamortized debt finance costs of $18 million and $24 million, respectively, and unamortized debt discount of $23 million and $24 million, respectively. |
Long-Term Debt - Aggregate Matu
Long-Term Debt - Aggregate Maturities of Debt (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||
2,017 | $ 63,558 | ||
2,018 | 56,316 | ||
2,019 | 47,491 | ||
2,020 | 31,234 | ||
2,021 | [1] | 2,144,043 | |
Thereafter | 2,126 | ||
Total debt | $ 2,344,768 | $ 2,437,198 | |
[1] | Includes $23 million of unamortized debt discount and $18 million of unamortized debt finance costs on term loans as of December 31, 2016. |
Long-Term Debt - Aggregate Ma80
Long-Term Debt - Aggregate Maturities of Debt (Parentheticals) (Details 1) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Unamortized debt finance costs | $ 18 | $ 24 |
Senior Secured Credit Agreement | Term Loans | Dollar denominated | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount | 23 | 24 |
Unamortized debt finance costs | $ 18 | $ 24 |
Long-Term Debt - Summary of Mov
Long-Term Debt - Summary of Movement in Deferred Financing Costs (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Finance Costs Noncurrent Net [Roll Forward] | |||
Balance as of January 1 | $ 30,504 | $ 36,570 | $ 39,932 |
Capitalization of debt finance costs | 30 | 40,025 | |
Amortization | (5,926) | (6,066) | (10,738) |
Write-off on early extinguishment of debt | (1,753) | (32,649) | |
Balance as of December 31 | $ 22,855 | $ 30,504 | $ 36,570 |
Long-Term Debt - 2016 - (Detail
Long-Term Debt - 2016 - (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||||
Loss on early extinguishment of debt | $ (4,333) | $ (107,590) | |||||
Amortization of debt finance costs | 5,926 | $ 6,066 | 10,738 | ||||
Capital lease obligations incurred | 34,713 | 89,785 | $ 17,554 | ||||
Repayment of capital lease and other indebtedness | 62,000 | ||||||
Other indebtedness | 2,000 | 27,000 | |||||
Senior Secured Credit Agreement | Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Amount of voluntary prepayment of term loans | $ 6,000 | $ 50,000 | 56,000 | ||||
Loss on early extinguishment of debt | $ 3,000 | 1,000 | |||||
Percentage of premium on repricing of term loans | 1.00% | ||||||
Period for repricing of term loan | 6 months | ||||||
Percentage of discount on repricing of term loan to lenders | 0.25% | ||||||
Discount on repricing of term loan to lenders | $ 6,000 | ||||||
Contribution by lenders towards the term loans on repricing | 143,000 | ||||||
Payment to lenders opted to leave or reduced participation on repricing | $ 143,000 | ||||||
Repayments of term loan | 74,000 | 24,000 | |||||
Amortization of debt finance costs | 6,000 | 6,000 | |||||
Debt discount amortized | $ 5,000 | $ 4,000 | |||||
Senior Secured Credit Agreement | Term Loans | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 4.00% | 4.75% | |||||
LIBOR floor rate | 1.00% | 1.00% | |||||
Senior Secured Credit Agreement | Term Loans | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Variable interest rate | 3.00% | 3.75% | |||||
Base floor rate | 2.00% | 2.00% |
Long-Term Debt - 2016 (Subseque
Long-Term Debt - 2016 (Subsequent Event) - (Detail Textuals 1) - Senior Secured Credit Agreement | 1 Months Ended | |||
Jan. 31, 2017 | Jan. 19, 2017 | Jun. 30, 2016 | Mar. 31, 2015 | |
LIBOR | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 3.25% | |||
Base Rate | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 2.25% | |||
Term Loans | ||||
Debt Instrument [Line Items] | ||||
Percentage of premium on repricing of term loans | 1.00% | |||
Period for repricing of term loan | 6 months | |||
Term Loans | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Percentage of premium on repricing of term loans | 1.00% | |||
Period for repricing of term loan | 6 months | |||
Term Loans | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 4.00% | 4.75% | ||
LIBOR floor rate | 1.00% | 1.00% | ||
Term Loans | LIBOR | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 3.25% | |||
LIBOR floor rate | 1.00% | |||
Term Loans | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 3.00% | 3.75% | ||
Base floor rate | 2.00% | 2.00% | ||
Term Loans | Base Rate | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Variable interest rate | 2.25% | |||
Base floor rate | 2.00% |
Long-Term Debt - 2015 - (Detail
Long-Term Debt - 2015 - (Detail Textuals 2) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Amortization of debt finance costs | $ 5,926 | $ 6,066 | $ 10,738 | ||
Repayment of capital lease obligations | 42,000 | 34,000 | |||
Termination of capital lease obligations | 40,000 | ||||
Capital lease obligations incurred | 34,713 | 89,785 | $ 17,554 | ||
Other indebtedness | 2,000 | 27,000 | |||
Other indebtedness repaid | 20,000 | 2,000 | |||
Senior Secured Credit Agreement | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Repayments of term loan | 74,000 | 24,000 | |||
Amortization of debt finance costs | 6,000 | 6,000 | |||
Debt discount amortized | $ 5,000 | $ 4,000 | |||
Variable interest rate description | the Company's credit rating improved and, under the terms of the senior secured credit agreement, the applicable rate in respect of its term loans was reduced by 0.25%, with immediate effect, reducing the margin on LIBOR from 5.00% to 4.75%. The interest rate applicable to the term loans was based on, at the Company's election, (i) LIBOR plus 4.75% or (ii) base rate (as defined in the agreement) plus 3.75%. | ||||
Senior Secured Credit Agreement | LIBOR | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Reduction in interest rate | (0.25%) | ||||
Variable interest rate | 4.00% | 4.75% | |||
LIBOR floor rate | 1.00% | 1.00% | |||
Senior Secured Credit Agreement | LIBOR | Term Loans | Maximum | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 5.00% | ||||
Senior Secured Credit Agreement | LIBOR | Term Loans | Minimum | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 4.75% | ||||
Senior Secured Credit Agreement | Base Rate | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Variable interest rate | 3.00% | 3.75% | |||
Base floor rate | 2.00% | 2.00% |
Long-Term Debt - Term Debt - Re
Long-Term Debt - Term Debt - Revolving Credit Facility and Letters of Credit Facility (Detail Textuals 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Proceeds from revolving credit facility | $ 10,000 | $ 30,000 | $ 75,000 |
Repayment of revolving credit facility | $ 10,000 | 30,000 | $ 75,000 |
Senior Secured Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Percentage of cash collateral letter of credit required | 103.00% | ||
Cash collateralized letters of credit outstanding | $ 0 | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 125,000 | ||
Proceeds from revolving credit facility | 10,000 | 30,000 | |
Repayment of revolving credit facility | 10,000 | $ 30,000 | |
Remaining capacity under revolving credit facility | 116,000 | ||
Outstanding borrowings | 0 | ||
Revolving Credit Facility | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 50,000 | ||
Utilized letter of credit facility | $ 9,000 |
Long-Term Debt - Capital Leases
Long-Term Debt - Capital Leases and Other Indebtedness - (Detail Textuals 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Repayment of capital lease obligations | $ 42,000 | $ 34,000 | |
Capital lease obligations incurred | 34,713 | 89,785 | $ 17,554 |
Termination of capital lease obligations | 40,000 | ||
Other indebtedness repaid | 20,000 | 2,000 | |
Other indebtedness | $ 2,000 | $ 27,000 |
Long-Term Debt - Debt Finance C
Long-Term Debt - Debt Finance Costs - (Detail Textuals 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Amount of reclassified unamortized debt finance costs | $ 18,000 | $ 24,000 | |
Debt finance cost in relation to letter of credit facility | 5,000 | 7,000 | |
Amortization of debt finance costs | 5,926 | $ 6,066 | $ 10,738 |
Write-off on early extinguishment of debt | $ 1,753 | 32,649 | |
Debt finance costs incurred | $ 46,000 |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value of Company's Derivative Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | $ 856 | $ 657 |
Fair Value (Liability) | (21,771) | (10,341) |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 2,575 | 9,312 |
Fair Value (Liability) | (21,771) | (11,423) |
Interest rate swaps | Derivatives not designated as hedging instruments | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 768 | |
Interest rate swaps | Derivatives not designated as hedging instruments | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 1,719 | 8,655 |
Interest rate swaps | Derivatives not designated as hedging instruments | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | ||
Interest rate swaps | Derivatives not designated as hedging instruments | Accrued Expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | ||
Foreign currency contracts | Derivatives not designated as hedging instruments | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 88 | 657 |
Foreign currency contracts | Derivatives not designated as hedging instruments | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | ||
Foreign currency contracts | Derivatives not designated as hedging instruments | Other non-current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | (1,082) | |
Foreign currency contracts | Derivatives not designated as hedging instruments | Accrued Expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | $ (21,771) | $ (10,341) |
Financial Instruments - Summa89
Financial Instruments - Summary of Reconciliation of Net Carrying Amount of Derivative Financial Instruments (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Fair Value Of Derivative Net [Roll Forward] | ||
Net derivative liability opening balance | $ (2,111) | $ (15,548) |
Total loss for the period included in net income | (34,767) | (12,130) |
Payment on settlement of foreign currency derivative contracts | 17,682 | 25,567 |
Net derivative liability closing balance | $ (19,196) | $ (2,111) |
Financial Instruments - Impact
Financial Instruments - Impact of Changes in Fair Values of Derivatives (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivatives, Fair Value [Line Items] | |||
Amount of (Loss) Gain Recorded in Net Income | $ (34,767) | $ (12,130) | $ (27,859) |
Derivatives designated as hedging instruments | Interest rate caps | Interest expense, net | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain Recognized in Other Comprehensive (Loss) Income | 4,022 | ||
Amount of (Loss) Gain Recorded in Net Income | |||
Derivatives not designated as hedging instruments | Interest rate caps | Interest expense, net | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain Recognized in Other Comprehensive (Loss) Income | |||
Amount of (Loss) Gain Recorded in Net Income | (9,022) | ||
Derivatives not designated as hedging instruments | Interest rate swaps | Interest expense, net | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain Recognized in Other Comprehensive (Loss) Income | |||
Amount of (Loss) Gain Recorded in Net Income | (6,168) | 8,655 | |
Derivatives not designated as hedging instruments | Foreign currency contracts | Selling, general and administrative | |||
Derivatives, Fair Value [Line Items] | |||
Amount of Gain Recognized in Other Comprehensive (Loss) Income | |||
Amount of (Loss) Gain Recorded in Net Income | $ (28,599) | $ (20,785) | $ (18,837) |
Financial Instruments - Fair Va
Financial Instruments - Fair Values of Company's Other Financial Instruments (Details 3) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | $ 856 | $ 657 |
Derivative liabilities | (21,771) | (10,341) |
Total debt | (2,344,768) | (2,437,198) |
Carrying Amount | Level 2 | ||
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | 2,575 | 9,312 |
Derivative liabilities | (21,771) | (11,423) |
Total debt | (2,344,768) | (2,437,198) |
Fair Value | Level 2 | ||
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | 2,575 | 9,312 |
Derivative liabilities | (21,771) | (11,423) |
Total debt | $ (2,402,783) | $ (2,431,242) |
Financial Instruments - (Detail
Financial Instruments - (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Aug. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2014 | Jul. 31, 2014 | |
Derivatives, Fair Value [Line Items] | |||||
Net liability position related to derivative financial instruments | $ 19,000 | ||||
Proceeds from settlement of derivative instruments | $ 3,028 | ||||
Transactions period of derivative contracts | 3 years | ||||
Probability of default percentage | 5.00% | ||||
Credit default recovery rate percentage | 20.00% | ||||
Credit risk fair value adjustments, percentage | 15.00% | 15.00% | |||
Change in unobservable inputs percentage | 10.00% | ||||
Interest rate caps | |||||
Derivatives, Fair Value [Line Items] | |||||
Percentage of notional amount of interest rate cap contracts | 100.00% | ||||
Amount of reclassifying losses accumulated within other comprehensive income (loss) | $ (8,000) | $ (3,000) | |||
Foreign currency forward contracts | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative contracts, notional amounts | $ 232,000 | ||||
Interest rate swaps | |||||
Derivatives, Fair Value [Line Items] | |||||
Derivative contracts, notional amounts | $ 1,400,000 |
Other Non-Current Liabilities -
Other Non-Current Liabilities - Summary of Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities, Noncurrent [Abstract] | ||
Pension and post-retirement benefit liabilities | $ 133,470 | $ 128,709 |
Income tax payable | 24,625 | 24,878 |
Other | 69,688 | 72,912 |
Other non-current liabilities, Total | $ 227,783 | $ 226,499 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Pension Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation, beginning of year | $ 601,902 | $ 662,630 | |
Service cost | 363 | 428 | $ 384 |
Interest cost | 21,407 | 25,751 | 27,282 |
Actuarial loss (gain) | 31,921 | (45,431) | |
Benefits paid | (27,730) | (36,409) | |
Currency translation adjustment | (15,680) | (5,067) | |
Benefit obligation, end of year | 612,183 | 601,902 | 662,630 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets, beginning of year | 483,352 | 530,961 | |
Return on plan assets | 42,420 | (8,809) | |
Employer contribution | 3,157 | 2,759 | |
Benefits paid | (27,730) | (36,409) | |
Currency translation adjustment | (16,151) | (5,150) | |
Fair value of plan assets, end of year | 485,048 | 483,352 | 530,961 |
Funded status | (127,135) | (118,550) | |
Post-Retirement Benefit Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation, beginning of year | 6,267 | 7,184 | |
Service cost | 12 | 20 | 19 |
Interest cost | 217 | 261 | 295 |
Actuarial loss (gain) | 76 | (2,080) | |
Benefits received | 90 | 882 | |
Benefit obligation, end of year | 6,662 | 6,267 | $ 7,184 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets, beginning of year | |||
Fair value of plan assets, end of year | |||
Funded status | $ (6,662) | $ (6,267) |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 363 | $ 428 | $ 384 |
Interest cost | 21,407 | 25,751 | 27,282 |
Expected return on plan assets | (29,414) | (33,325) | (35,929) |
Recognized net actuarial loss | 9,641 | 9,070 | 2,869 |
Net periodic (benefit) cost | 1,997 | 1,924 | (5,394) |
Post-Retirement Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 12 | 20 | 19 |
Interest cost | 217 | 261 | 295 |
Recognized net actuarial loss | (331) | (188) | (754) |
Net periodic (benefit) cost | $ (102) | $ 93 | $ (440) |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted Average Assumptions to Measure Benefit Obligation (Details 2) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.00% | 4.40% |
Expected long-term return on plan assets | 6.00% | 6.40% |
Post-Retirement Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.50% | 4.80% |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Values of Company's Pension Plan Assets (Details 3) - Defined Benefit Pension Plans - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | $ 485,048 | $ 483,352 | $ 530,961 | |
Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | 99,854 | 99,563 | ||
Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | 385,194 | 383,789 | ||
Common & commingled trust funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [1] | 385,194 | 383,789 | |
Common & commingled trust funds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [1] | |||
Common & commingled trust funds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [1] | 385,194 | 383,789 | |
Mutual funds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [2] | 86,968 | 88,404 | |
Mutual funds | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [2] | 86,968 | 88,404 | |
Mutual funds | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [2] | |||
Cash equivalents | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [3] | 12,886 | 11,159 | |
Cash equivalents | Level 1 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [3] | 12,886 | 11,159 | |
Cash equivalents | Level 2 | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total | [3] | |||
[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 comprise of money market funds. |
Employee Benefit Plans - Future
Employee Benefit Plans - Future Benefit Payments of Defined Benefit Pension and Other Post-Retirement Benefit Plans (Details 4) $ in Thousands | Dec. 31, 2016USD ($) |
Defined Benefit Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 30,408 |
2,018 | 31,206 |
2,019 | 32,067 |
2,020 | 32,907 |
2,021 | 33,796 |
Five years thereafter | 178,306 |
Post-Retirement Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | 216 |
2,018 | 220 |
2,019 | 222 |
2,020 | 239 |
2,021 | 249 |
Five years thereafter | $ 1,451 |
Employee Benefit Plans - (Detai
Employee Benefit Plans - (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Company's contributions in plan | $ 15,000 | $ 14,000 | $ 13,000 |
Company's estimated contributions to defined benefit pension and post-retirement benefit in 2017 | 2,000 | ||
Company's contributions to defined benefit pension and post-retirement benefit | 3,000 | ||
Defined Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate benefit obligation for employees | 612,183 | 601,902 | 662,630 |
Aggregate fair value of plan assets | 485,048 | 483,352 | 530,961 |
Unrecognized actuarial gain (loss) | 156,000 | 151,000 | |
Mortality improvement scale MP-2014, increased pension liability | 7,000 | 9,000 | |
Benefits paid | $ 27,730 | 36,409 | |
Defined Benefit Pension Plans | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 42.00% | ||
Defined Benefit Pension Plans | Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 55.00% | ||
Defined Benefit Pension Plans | Other Investments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 3.00% | ||
Post-Retirement Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate benefit obligation for employees | $ 6,662 | 6,267 | $ 7,184 |
Aggregate fair value of plan assets | |||
Unrecognized actuarial gain (loss) | $ 3,000 | 3,000 | |
Assumed heath care cost trend rate | 7.50% | ||
Assumed heath care cost trend ultimate rate | 5.00% | ||
Health care cost trend reduced year | 5 years | ||
U.S. non-contributory defined benefit plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Benefits paid | 11,000 | ||
Other Non-US, Define Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate benefit obligation for employees | $ 89,000 | 86,000 | |
Aggregate fair value of plan assets | $ 92,000 | $ 90,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments Required under Non-Cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 15,963 |
2,018 | 15,348 |
2,019 | 13,859 |
2,020 | 11,260 |
2,021 | 10,000 |
Thereafter | 36,413 |
Total | $ 102,843 |
Commitments and Contingencie101
Commitments and Contingencies - (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Line Items] | |||
Total rental expenses | $ 17,000 | $ 16,000 | $ 16,000 |
Capital leases and other indebtedness | 108,611 | $ 133,883 | |
Outstanding purchase commitments | 105,000 | ||
Purchase obligation for 2017 | 44,000 | ||
Information technology equipment | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Capital leases and other indebtedness | $ 109,000 |
Equity - Summary of cash divide
Equity - Summary of cash dividends declared (Details) - Common Shares - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2016 | Aug. 03, 2016 | May 03, 2016 | Feb. 17, 2016 |
Dividends Payable [Line Items] | ||||
Dividend Per Share | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.075 |
Declaration Date | Nov. 1, 2016 | Aug. 3, 2016 | May 3, 2016 | Feb. 17, 2016 |
Record Date | Dec. 1, 2016 | Sep. 1, 2016 | Jun. 2, 2016 | Mar. 3, 2016 |
Payment Date | Dec. 15, 2016 | Sep. 15, 2016 | Jun. 16, 2016 | Mar. 17, 2016 |
Amount (in $ thousands) | $ 9,302 | $ 9,294 | $ 9,286 | $ 9,279 |
Equity - Accumulated other comp
Equity - Accumulated other comprehensive income (loss), net of tax (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | $ (177,507) | $ (173,612) | $ (81,964) | |
Activity during period, net of tax | [1] | (12,565) | (3,895) | (91,648) |
Ending balance | (190,072) | (177,507) | (173,612) | |
Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (30,767) | (20,213) | (9,438) | |
Activity during period, net of tax | [1] | (4,581) | (10,554) | (10,775) |
Ending balance | (35,348) | (30,767) | (20,213) | |
Unrealized Gain (Loss) on Equity Investments | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | 516 | 7,954 | ||
Activity during period, net of tax | [1] | (516) | (7,438) | |
Ending balance | 516 | |||
Unrealized (Loss) Gain on Cash Flow Hedges | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (4,022) | |||
Activity during period, net of tax | [1] | 4,022 | ||
Unrealized Gain on Available- for-Sale Securities | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | 6,376 | |||
Activity during period, net of tax | [1] | (6,376) | 6,376 | |
Ending balance | 6,376 | |||
Unrecognized Actuarial (Loss) Gain on Defined Benefit Plans | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (146,740) | (160,291) | (76,458) | |
Activity during period, net of tax | [1] | (7,984) | 13,551 | (83,833) |
Ending balance | $ (154,724) | $ (146,740) | $ (160,291) | |
[1] | The tax credit relates to unrecognized actuarial gain (loss) on defined benefit plans and was $1 million, $0 and $2 million for the years ended December 31, 2016, 2015 and 2014, respectively. For all other components of accumulated other comprehensive loss, the tax impact was $0 for each of the years ended December 31, 2014, 2015 and 2016. |
Equity - Accumulated other c104
Equity - Accumulated other comprehensive income (loss), net of tax (Parentheticals) (Details 1) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | $ 0 | $ 0 | $ 0 |
Unrealized Gain (Loss) on Equity Investments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | 0 | 0 | 0 |
Unrealized (Loss) Gain on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | 0 | 0 | 0 |
Unrealized Gain on Available- for-Sale Securities | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | 0 | 0 | 0 |
Unrecognized Actuarial (Loss) Gain on Defined Benefit Plans | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Tax effect on Other comprehensive loss | $ 1 | $ 0 | $ 2 |
Equity - (Detail Textuals)
Equity - (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Feb. 13, 2017 | Jun. 30, 2016 | Nov. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 124,032,361 | 123,631,474 | ||||||
Number of vote per share | one vote | |||||||
Net proceeds from offering after deducting underwriting discount, commission and offering expenses | $ 445,000 | |||||||
Exchange of debt for shares | $ 571,371 | |||||||
Aggregate shares issued in exchange for debt | 29,000,000 | |||||||
Fair value of shares issued | $ 585,000 | |||||||
Loss on extinguishment of debt | 28,000 | |||||||
Cost associated with the debt-for equity exchange | 12,000 | |||||||
Purchase of non-controlling interest in a subsidiary | $ 7,820 | $ 2,795 | 65,399 | |||||
Treasury shares issued on vesting of equity awards | 3,693 | |||||||
Treasury shares purchased in relation to vesting of equity awards | 1,651 | 13,328 | ||||||
Sale of treasury shares | 12,036 | |||||||
Term Loans | ||||||||
Equity Note [Line Items] | ||||||||
Exchange of debt for shares | 70,000 | |||||||
Treasury Shares | ||||||||
Equity Note [Line Items] | ||||||||
Treasury shares issued on vesting of equity awards | $ 816 | $ 3,693 | ||||||
Treasury shares issued on vesting of equity awards (in shares) | 51,893 | 237,198 | ||||||
Sale of treasury shares in registered offering (in shares) | 850,000 | |||||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 115,857 | 837,867 | ||||||
Treasury shares purchased in relation to vesting of equity awards | $ 1,651 | $ 13,328 | ||||||
Sale of treasury shares | $ 12,000 | |||||||
Senior Notes | ||||||||
Equity Note [Line Items] | ||||||||
Exchange of debt for shares | 167,000 | |||||||
Senior Subordinated Notes | ||||||||
Equity Note [Line Items] | ||||||||
Exchange of debt for shares | 313,000 | |||||||
Tranche 1 Dollar Denominated Term Loan | ||||||||
Equity Note [Line Items] | ||||||||
Exchange of debt for shares | $ 21,000 | |||||||
Subsequent Event | ||||||||
Equity Note [Line Items] | ||||||||
Dividend declared | $ 0.075 | |||||||
Dividend payable, declaration date | Feb. 13, 2017 | |||||||
eNett | ||||||||
Equity Note [Line Items] | ||||||||
Acquisition of additional equity from non-controlling shareholders | 16.00% | |||||||
Ownership percentage | 71.00% | |||||||
Purchase of non-controlling interest in a subsidiary | $ 3,000 | $ 65,000 | ||||||
Travelport Locomote | ||||||||
Equity Note [Line Items] | ||||||||
Acquisition of additional equity from non-controlling shareholders | 40.00% | |||||||
Ownership percentage | 96.00% | |||||||
Purchase of non-controlling interest in a subsidiary | $ 9,000 | |||||||
IPO | ||||||||
Equity Note [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.0025 | |||||||
Issue of common stock, shares | 30,000,000 | |||||||
Sale price of shares, per share | $ 16 | |||||||
Net proceeds from offering after deducting underwriting discount, commission and offering expenses | $ 445,000 |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Number of RSUs | ||||
Beginning Balance | 874,728 | |||
Granted at fair market value | 876,917 | |||
Vested | [1] | (229,049) | ||
Forfeited/cancelled | (127,289) | |||
Ending Balance | 1,395,307 | 874,728 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning Balance | $ 14.90 | |||
Granted at fair market value | 13.29 | $ 13.62 | $ 14.73 | |
Vested | [1] | 15.24 | ||
Forfeited/Cancelled | 14.76 | |||
Ending Balance | $ 13.84 | $ 14.90 | ||
[1] | The Company completed net share settlements for 74,371 common shares for the year ended December 31, 2016 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. |
Equity-Based Compensation - 107
Equity-Based Compensation - Summary of Company's Equity Award Programs (Parentheticals) (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
Restricted Share Units (RSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share units and stock options, net share settlements | 74,371 |
Equity-Based Compensation - 108
Equity-Based Compensation - Summary of activity of PSUs (Details 1) - PSU's | 12 Months Ended | |
Dec. 31, 2016$ / sharesshares | ||
Number of PSUs | ||
Beginning Balance | shares | 1,297,801 | |
Change in estimate | shares | 642,822 | [1] |
Granted at fair market value | shares | 972,900 | |
Vested | shares | (93,319) | [2] |
Forfeited/cancelled | shares | (178,977) | |
Ending Balance | shares | 2,641,227 | [3] |
Weighted Average Grant Date Fair Value | ||
Beginning Balance | $ / shares | $ 16.28 | |
Change in estimate | $ / shares | 17.90 | [1] |
Granted at fair market value | $ / shares | 13.23 | |
Vested | $ / shares | 16.78 | [2] |
Forfeited/Cancelled | $ / shares | 16.43 | |
Ending Balance | $ / shares | $ 15.52 | [3] |
[1] | Represents an increase in the number of original PSUs granted based on the final achievement of performance criteria at the end of the defined performance period. | |
[2] | The Company completed net share settlements for 41,486 common shares for the year ended December 31, 2016 in connection with employee taxable income created upon vesting of common shares. 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] | Total estimated awards that will ultimately vest based on the forecasted performance against the pre-defined targets is expected to be 3,207,787 PSUs. |
Equity-Based Compensation - 109
Equity-Based Compensation - Summary of activity of PSUs (Parentheticals) (Details 1) - PSU's | 12 Months Ended |
Dec. 31, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share units and stock options, net share settlements | 41,486 |
Number of total estimated PSU's that will ultimately vest | 2,911,785 |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair values of employee options granted using weighted-average assumptions (Details 2) - Stock options | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term from grant date (in years) | 6 years 3 months | 6 years 3 months | |
Dividend yield | 2.00% | 2.00% | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term from grant date (in years) | 3 years | ||
Risk free interest rate | 1.27% | 1.54% | 0.80% |
Expected volatility | 35.00% | 42.00% | 49.00% |
Dividend yield | 0.00% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term from grant date (in years) | 6 years 3 months | ||
Risk free interest rate | 1.97% | 1.84% | 1.67% |
Expected volatility | 40.00% | 49.00% | 60.00% |
Dividend yield | 2.00% |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense Recognized in Consolidated Financial Statements (Details 3) - Stock options $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Number of Options | |
Beginning Balance | shares | 1,454,638 |
Granted at fair market value | shares | 1,510,896 |
Forfeited/Cancelled | shares | (164,498) |
Expired | shares | (80,522) |
Ending Balance | shares | 2,720,514 |
Exercisable | shares | 734,318 |
Expected to vest | shares | 1,986,196 |
Weighted Average Exercise Price (in dollars) | |
Beginning Balance | $ / shares | $ 14.27 |
Granted at Fair market value | $ / shares | 13.27 |
Forfeited/Cancelled | $ / shares | 15.59 |
Expired | $ / shares | 15.99 |
Ending Balance | $ / shares | 13.58 |
Exercisable | $ / shares | 13 |
Expected to vest | $ / shares | $ 13.80 |
Weighted Average Remaining Contractual Terms (in years) | |
Balance | 7 years 10 months 28 days |
Exercisable | 5 years 26 days |
Expected to vest | 8 years 11 months 16 days |
Aggregate Intrinsic Value (in $ thousands) | |
Balance | $ | $ 2,892 |
Exercisable | $ | 1,546 |
Expected to vest | $ | $ 1,346 |
Equity-Based Compensation - (De
Equity-Based Compensation - (Detail Textuals) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 08, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost | $ 32 | $ 30 | $ 41 | ||
Performance Share Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted and vesting description | Company grants PSUs, which generally (i) either has a cliff-vesting feature whereby the PSUs vest at the end of three years from the date of the grant, or (ii) has a graded-vesting feature whereby a portion of the PSUs vest each year over a period of three to four 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. | ||||
Vesting period | 3 years | ||||
Fair value of vested shares | $ 2 | $ 35 | $ 0 | ||
Weighted average grant date fair value of common stock | $ 13.23 | $ 13.56 | $ 19.40 | ||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted and vesting description | 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. | ||||
Number of awards granted | 876,917 | ||||
Vesting period | 4 years | ||||
Fair value of vested shares | $ 3 | $ 3 | $ 15 | ||
Weighted average grant date fair value of common stock | $ 13.29 | $ 13.62 | $ 14.73 | ||
Number of awards vested | [1] | 229,049 | |||
Non Employee Directors | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Maximum | Performance Share Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
PSUs vesting percentage | 200.00% | ||||
Minimum | Performance Share Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
PSUs vesting percentage | 0.00% | ||||
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 | 400,000 | ||||
Amended 2014 Equity Plan | Common Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional common shares available for issuances of equity | 8,900,000 | ||||
Number of shares available for grant | 9,900,000 | ||||
Employee Stock Purchase Plan 2014 | 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 | 2,200,000 | ||||
2014 Omnibus Incentive Plan | Common Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity awards authorized for grant | 6,000,000 | ||||
[1] | The Company completed net share settlements for 74,371 common shares for the year ended December 31, 2016 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. |
Equity-Based Compensation - 113
Equity-Based Compensation - (Detail Textuals 1) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares granted and vesting description | 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 has 90 days to exercise any vested options. | ||
Weighted average grant date fair value of option | $ 4.03 | $ 5.06 | $ 7.06 |
Vesting period | 4 years | ||
Contractual life of options | 10 years | ||
Option valuation method | Black-Scholes option pricing model | ||
Weighted average grant date exercise price of options | $ 13.27 | ||
Number of stock options granted | 1,510,896 | ||
Future equity-based compensation expense | $ 8 | ||
Weighted average period expected to be recognized | 2 years 11 months 5 days |
Equity-Based Compensation - 114
Equity-Based Compensation - (Detail Textuals 2) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock issued | 124,941,233 | 124,476,382 | |||
Total equity-based compensation expense | $ 32,000 | $ 30,000 | $ 41,000 | ||
Equity-based compensation expense net of tax | 30,000 | 28,000 | 37,000 | ||
Income tax benefit related to stock-based compensation expense | $ 2,000 | $ 2,000 | $ 4,000 | ||
eNett | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity awards authorized for grant | 2,600,000 | ||||
Number of awards granted | 3,500,000 | ||||
Number of awards vested | 2,900,000 | ||||
Ownership percentage | 71.00% | ||||
Shares outstanding | 40,700,000 | ||||
Restricted Share Units (RSU) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards granted | 876,917 | ||||
Number of awards vested | [1] | 229,049 | |||
Vesting period | 4 years | ||||
Future equity-based compensation expense | $ 14 | ||||
Weighted average period expected to be recognized | 2 years 8 months 27 days | ||||
Performance Share Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Future equity-based compensation expense | $ 21 | ||||
Weighted average period expected to be recognized | 1 year 11 months 1 day | ||||
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 | 194,376 | 27,940 | |||
2014 Employee Stock Purchase Plan (2014 ESPP) | U.K. participants | |||||
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% | ||||
[1] | The Company completed net share settlements for 74,371 common shares for the year ended December 31, 2016 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. |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator - Basic and Diluted income per share: | |||
Net income attributable to the Company | $ 16,820 | $ 16,332 | $ 86,494 |
Denominator - Basic Income per Share: | |||
Weighted average common shares outstanding (in shares) | 123,871,479 | 122,340,491 | 85,771,655 |
Income per share - Basic (in dollars per share) | $ 0.14 | $ 0.13 | $ 1.01 |
Denominator - Diluted Income per Share: | |||
Number of common shares used for basic income per share | 123,871,479 | 122,340,491 | 85,771,655 |
Weighted average effect of dilutive securities | |||
RSUs | 1,438,393 | 145,471 | 1,988,145 |
Stock Options | 86,613 | 53,460 | 104,290 |
Weighted average common shares outstanding (in shares) | 125,396,485 | 122,539,422 | 87,864,090 |
Income per share - Diluted (in dollars per share) | $ 0.13 | $ 0.13 | $ 0.98 |
Income Per Share - (Detail Text
Income Per Share - (Detail Textuals) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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 | 2 | 1.2 |
Segment Information - Geographi
Segment Information - Geographic Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 2,351,356 | $ 2,221,020 | $ 2,148,159 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 2,380,746 | 2,445,076 | 2,471,475 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 740,573 | 756,036 | 785,651 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 1,229,632 | 1,231,730 | 1,341,484 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 197,551 | 187,018 | 174,034 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 9,986 | 16,849 | 18,349 |
All Other Countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 1,413,232 | 1,277,966 | 1,188,474 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | $ 1,141,128 | $ 1,196,497 | $ 1,111,642 |
Segment Information - (Detail T
Segment Information - (Detail Textuals) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 2 |
Number of reportable segment | 1 |
Travel Commerce Platform | |
Segment Reporting Information [Line Items] | |
Revenue percentage | 95.00% |
Technology Services | |
Segment Reporting Information [Line Items] | |
Revenue percentage | 5.00% |
Related Party Transactions - (D
Related Party Transactions - (Detail Textuals) - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended | |
Jul. 22, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | |
Transaction and Monitoring Fee Arrangement | |||
Related Party Transaction [Line Items] | |||
Payments made under related party arrangement | $ 26 | ||
Blackstone | |||
Related Party Transaction [Line Items] | |||
Paid for advisory and consulting services | $ 11 | ||
FMR LLC | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 10.00% | ||
Orbitz Worldwide | |||
Related Party Transaction [Line Items] | |||
Revenue from booking fees received | $ 5 | ||
Payments made under related party arrangement | $ 58 |
Subsequent Events - (Detail Tex
Subsequent Events - (Detail Textuals) - $ / shares | 1 Months Ended | |||
Feb. 13, 2017 | Jan. 19, 2017 | Jun. 30, 2016 | Mar. 31, 2015 | |
Senior Secured Credit Agreement | Base Rate | Term Loans | ||||
Subsequent Event [Line Items] | ||||
Variable interest rate | 3.00% | 3.75% | ||
Base floor rate | 2.00% | 2.00% | ||
Senior Secured Credit Agreement | LIBOR | Term Loans | ||||
Subsequent Event [Line Items] | ||||
Variable interest rate | 4.00% | 4.75% | ||
LIBOR floor rate | 1.00% | 1.00% | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividend per share | $ 0.075 | |||
Dividend payable, declaration date | Feb. 13, 2017 | |||
Dividend payable, payment date | Mar. 16, 2017 | |||
Dividend payable, record date | Mar. 2, 2017 | |||
Subsequent Event | Senior Secured Credit Agreement | ||||
Subsequent Event [Line Items] | ||||
Variable rate description | Company entered into an amendment to its senior secured credit agreement which (i) amended the applicable rates to 2.25% per annum, in the case of base rate loans, and 3.25% per annum, in the case of LIBOR loans and (ii) reset the 1% premium on the repricing of the term loans under the senior secured credit agreement for a period of six months. | |||
Premium on repricing of term loans | 1.00% | |||
Subsequent Event | Senior Secured Credit Agreement | Base Rate | ||||
Subsequent Event [Line Items] | ||||
Variable interest rate | 2.25% | |||
Subsequent Event | Senior Secured Credit Agreement | Base Rate | Term Loans | ||||
Subsequent Event [Line Items] | ||||
Variable interest rate | 2.25% | |||
Base floor rate | 2.00% | |||
Subsequent Event | Senior Secured Credit Agreement | LIBOR | ||||
Subsequent Event [Line Items] | ||||
Variable interest rate | 3.25% | |||
Subsequent Event | Senior Secured Credit Agreement | LIBOR | Term Loans | ||||
Subsequent Event [Line Items] | ||||
Variable rate description | The interest rate per annum applicable to the term loans is based on, at the election of the Company, (i) LIBOR plus 3.25% or base rate (as defined in the senior secured credit agreement) plus 2.25%. | |||
Variable interest rate | 3.25% | |||
LIBOR floor rate | 1.00% |
Schedule II-Valuation and Qu121
Schedule II-Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 14,575 | $ 13,569 | $ 12,648 |
Charged to Expense or Other Accounts | 2,162 | 2,435 | 3,257 |
Write-Offs and Other Adjustments | (3,307) | (1,429) | (2,336) |
Balance at End of Period | 13,430 | 14,575 | 13,569 |
Valuation Allowance for Deferred Tax Assets | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 383,357 | 421,244 | 345,244 |
Charged to Expense or Other Accounts | 12,410 | 54,373 | 166,495 |
Write-Offs and Other Adjustments | (179,972) | (92,260) | (90,495) |
Balance at End of Period | $ 215,795 | $ 383,357 | $ 421,244 |