Segment Information | Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. Our CODM utilizes Adjusted Gross Profit, Adjusted Operating (Loss) Income and Adjusted EBITDA as the measures of profitability to evaluate performance of our segments and allocate resources. Corporate includes a technology organization that provides development and support activities to our segments. The majority of costs associated with our technology organization are allocated to the segments primarily based on the segments' usage of resources. Benefit expenses, facility costs and depreciation expense on the corporate headquarters building are allocated to the segments based on headcount. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Network to Hospitality Solutions for airline trips booked through our GDS. Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not made on the basis of total assets by segment. The performance of our segments is evaluated primarily on Adjusted Gross Profit, Adjusted Operating (Loss) Income and Adjusted EBITDA which are not recognized terms under GAAP. Our uses of Adjusted Gross Profit, Adjusted Operating (Loss) Income and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We define Adjusted Gross Profit as operating (loss) income adjusted for selling, general and administrative expenses, the cost of revenue portion of depreciation and amortization, restructuring and other costs, amortization of upfront incentive compensation and stock-based compensation included in cost of revenue. We define Adjusted Operating (loss) Income as operating (loss) income adjusted for equity method (loss) income, impairment and related charges, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and stock-based compensation. We define Adjusted EBITDA as (loss) income from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, amortization of upfront incentive consideration, interest expense, net, loss on extinguishment of debt, other, net, restructuring and other costs, acquisition-related costs, litigation costs, net, stock-based compensation and provision for income taxes. Segment information for the three and six months ended June 30, 2020 and 2019 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue Travel Network $ (33,262) $ 724,632 $ 394,441 $ 1,498,600 Airline Solutions 89,524 211,833 269,409 424,760 Hospitality Solutions 29,002 73,876 88,239 146,707 Eliminations (2,220) (10,335) (10,068) (20,700) Total revenue $ 83,044 $ 1,000,006 $ 742,021 $ 2,049,367 Adjusted Gross Profit (Loss) (a) Travel Network $ (110,874) $ 252,293 $ 1,295 $ 534,973 Airline Solutions (11,017) 85,801 41,010 163,932 Hospitality Solutions (768) 16,767 4,926 32,477 Corporate (6,341) (4,423) (9,131) (7,854) Total $ (129,000) $ 350,438 $ 38,100 $ 723,528 Adjusted Operating (Loss) Income (b) Travel Network $ (183,331) $ 159,797 $ (161,359) $ 352,969 Airline Solutions (68,309) 22,660 (100,888) 38,084 Hospitality Solutions (19,409) (5,746) (35,866) (11,463) Corporate (35,760) (49,758) (81,566) (96,875) Total $ (306,809) $ 126,953 $ (379,679) $ 282,715 Adjusted EBITDA (c) Travel Network $ (139,621) $ 210,364 $ (74,169) $ 453,219 Airline Solutions (28,417) 65,945 (20,048) 124,339 Hospitality Solutions (8,051) 7,874 (12,906) 14,879 Total segments (176,089) 284,183 (107,123) 592,437 Corporate (34,199) (48,548) (78,762) (94,453) Total $ (210,288) $ 235,635 $ (185,885) $ 497,984 Depreciation and amortization Travel Network $ 24,634 $ 30,721 $ 49,901 $ 61,276 Airline Solutions 39,892 43,285 80,840 86,255 Hospitality Solutions 11,358 13,620 22,960 26,342 Total segments 75,884 87,626 153,701 173,873 Corporate 18,070 17,221 36,114 34,417 Total $ 93,954 $ 104,847 $ 189,815 $ 208,290 Capital Expenditures Travel Network $ 1,586 $ 4,877 $ 3,915 $ 9,863 Airline Solutions 3,081 11,096 9,473 23,586 Hospitality Solutions 916 1,898 2,317 5,394 Total segments 5,583 17,871 15,705 38,843 Corporate 5,313 11,461 23,628 28,353 Total $ 10,896 $ 29,332 $ 39,333 $ 67,196 ______________________________ (a) The following table sets forth the reconciliation of Adjusted Gross Profit to operating (loss) income in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Adjusted Gross Profit (Loss) $ (129,000) $ 350,438 $ 38,100 $ 723,528 Less adjustments: Selling, general and administrative 116,563 154,705 315,436 306,096 Cost of revenue adjustments: Depreciation and amortization (1) 74,993 86,593 152,366 171,513 Restructuring and other costs (6) 40,752 — 57,447 — Amortization of upfront incentive consideration (2) 19,076 19,846 37,289 38,974 Stock-based compensation 3,686 7,381 11,043 14,625 Operating (loss) income $ (384,070) $ 81,913 $ (535,481) $ 192,320 (b) The following table sets forth the reconciliation of Adjusted Operating (Loss) Income to operating (loss) income in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Adjusted Operating (Loss) Income $ (306,809) $ 126,953 $ (379,679) $ 282,715 Less adjustments: Equity method (loss) income (499) 413 (1,185) 946 Acquisition-related amortization (1c) 16,509 16,011 33,310 31,995 Restructuring and other costs (6) 48,001 — 73,282 — Acquisition-related costs (5) 4,373 8,935 22,200 20,641 Litigation costs, net (4) 115 1,386 1,856 2,824 Stock-based compensation 8,762 18,295 26,339 33,989 Operating (loss) income $ (384,070) $ 81,913 $ (535,481) $ 192,320 (c) The following table sets forth the reconciliation of Adjusted EBITDA to (loss) income from continuing operations in our statement of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Adjusted EBITDA $ (210,288) $ 235,635 $ (185,885) $ 497,984 Less adjustments: Depreciation and amortization of property and equipment (1a) 68,028 79,209 137,541 154,557 Amortization of capitalized implementation costs (1b) 9,417 9,627 18,964 21,738 Acquisition-related amortization (1c) 16,509 16,011 33,310 31,995 Restructuring and other costs (6) 48,001 — 73,282 — Amortization of upfront incentive consideration (2) 19,076 19,846 37,289 38,974 Interest expense, net 58,581 39,608 96,023 77,621 Other, net (3) 6,098 2,479 53,584 4,349 Acquisition-related costs (5) 4,373 8,935 22,200 20,641 Litigation costs, net (4) 115 1,386 1,856 2,824 Stock-based compensation 8,762 18,295 26,339 33,989 Provision for income taxes (5,718) 12,145 (32,972) 23,988 (Loss) income from continuing operations $ (443,530) $ 28,094 $ (653,301) $ 87,308 ______________________________________________________ (1) Depreciation and amortization expenses: (a) Depreciation and amortization of property and equipment includes software developed for internal use as well as amortization of contract acquisition costs (b) Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model. (c) Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date. (2) Our Travel Network business at times provides upfront incentive consideration to travel agency subscribers at the inception or modification of a service contract, which are capitalized and amortized to cost of revenue over an average expected life of the service contract, generally over three (3) Other, net during the six months ended June 30, 2020 i ncludes a $46 million charge related to termination payments incurred in the first quarter of 2020 in connection with our proposed acquisition of Farelogix, as well as foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. See Note 3. Acquisitions for further detail regarding the Farelogix acquisition. (4) Litigation costs, net represent charges associated with antitrust and other foreign non-income tax contingency matters. See Note 13. Contingencies. (5) Acquisition-related costs represent fees and expenses incurred associated with the 2018 agreement to acquire Farelogix. (6) Restructuring and other costs represent charges associated with business restructuring and associated changes, including a strategic realignment of our airline and agency-focused businesses, as well as other measures to support the new organizational structure and to respond to the impacts of the COVID-19 pandemic on our business and cost structure. See Note 4. Restructuring Activities for further details. |