Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 02, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Travelport Worldwide LTD | |
Entity Central Index Key | 1,424,755 | |
Trading Symbol | tvpt | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 126,032,141 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net revenue | $ 677,838 | $ 650,763 |
Costs and expenses | ||
Cost of revenue | 426,397 | 386,837 |
Selling, general and administrative | 125,200 | 111,301 |
Depreciation and amortization | 48,577 | 52,909 |
Total costs and expenses | 600,174 | 551,047 |
Operating income | 77,664 | 99,716 |
Interest expense, net | (14,935) | (30,275) |
Loss on early extinguishment of debt | (27,661) | |
Other expense | (93) | (846) |
Income before income taxes | 34,975 | 68,595 |
Provision for income taxes | (3,491) | (12,732) |
Net income from continuing operations | 31,484 | 55,863 |
Income from discontinued operations, net of tax | 27,747 | |
Net income | 59,231 | 55,863 |
Net loss (income) attributable to non-controlling interest in subsidiaries | (402) | 243 |
Net income attributable to the Company | $ 58,829 | $ 56,106 |
Income per share - Basic: | ||
Income per share - continuing operations (in dollars per share) | $ 0.25 | $ 0.45 |
Income per share - discontinued operations (in dollars per share) | 0.22 | |
Basic income per share (in dollars per share) | $ 0.47 | $ 0.45 |
Weighted average common shares outstanding - Basic (in shares) | 125,428,257 | 124,081,175 |
Income per share - Diluted: | ||
Income per share - continuing operations (in dollars per share) | $ 0.25 | $ 0.45 |
Income per share - discontinued operations (in dollars per share) | 0.22 | |
Diluted income per share (in dollars per share) | $ 0.47 | $ 0.45 |
Weighted average common shares outstanding - Diluted (in shares) | 126,131,201 | 125,516,945 |
Cash dividends declared per common share | $ 0.075 | $ 0.075 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 59,231 | $ 55,863 |
Other comprehensive income (loss), net of tax: | ||
Currency translation adjustment, net of tax | 4,270 | 4,337 |
Amortization of actuarial loss to net income, net of tax | 2,473 | 2,599 |
Other comprehensive income (loss), net of tax | 6,743 | 6,936 |
Comprehensive income | 65,974 | 62,799 |
Comprehensive loss (income) attributable to non-controlling interest in subsidiaries | (402) | 243 |
Comprehensive income attributable to the Company | $ 65,572 | $ 63,042 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 127,165 | $ 122,039 |
Accounts receivable (net of allowances for doubtful accounts of $9,566 and $10,245, respectively) | 270,663 | 206,524 |
Other current assets | 142,526 | 109,724 |
Total current assets | 540,354 | 438,287 |
Property and equipment, net | 435,354 | 431,741 |
Goodwill | 1,090,515 | 1,089,590 |
Trademarks and tradenames | 313,097 | 313,097 |
Other intangible assets, net | 509,700 | 496,180 |
Deferred income taxes | 22,864 | 12,796 |
Other non-current assets | 77,358 | 76,808 |
Total assets | 2,989,242 | 2,858,499 |
Current liabilities: | ||
Accounts payable | 80,147 | 73,278 |
Accrued expenses and other current liabilities | 576,770 | 509,068 |
Current portion of long-term debt | 54,089 | 64,291 |
Total current liabilities | 711,006 | 646,637 |
Long-term debt | 2,169,035 | 2,165,722 |
Deferred income taxes | 35,307 | 34,899 |
Other non-current liabilities | 200,890 | 203,562 |
Total liabilities | 3,116,238 | 3,050,820 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity (deficit): | ||
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of March 31, 2018 and December 31, 2017) | ||
Common shares ($0.0025 par value; 560,000,000 shares authorized; 127,260,153 shares and 126,967,010 shares issued; 125,630,319 shares and 125,346,613 shares outstanding as of March 31, 2018 and December 31, 2017, respectively) | 318 | 317 |
Additional paid in capital | 2,695,766 | 2,700,133 |
Treasury shares, at cost 1,629,834 shares and 1,620,397 shares as of March 31, 2018 and December 31, 2017, respectively) | (24,867) | (24,755) |
Accumulated deficit | (2,662,560) | (2,722,375) |
Accumulated other comprehensive loss | (148,878) | (155,621) |
Total shareholders' equity (deficit) | (140,221) | (202,301) |
Equity attributable to non-controlling interest in subsidiaries | 13,225 | 9,980 |
Total equity (deficit) | (126,996) | (192,321) |
Total liabilities and equity | $ 2,989,242 | $ 2,858,499 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts receivable (in dollars) | $ 9,566 | $ 10,245 |
Preferred stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 |
Preferred stock, share authorized | 225,000,000 | 225,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 |
Common stock, shares authorized | 560,000,000 | 560,000,000 |
Common stock, shares issued | 127,260,153 | 126,967,010 |
Common stock, shares outstanding | 125,630,319 | 125,346,613 |
Treasury stock, shares | 1,629,834 | 1,620,397 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net income | $ 59,231 | $ 55,863 |
Income from discontinued operations | (27,747) | |
Net income from continuing operations | 31,484 | 55,863 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities of continuing operations: | ||
Depreciation and amortization | 48,577 | 52,909 |
Amortization of customer loyalty payments | 22,343 | 18,795 |
Impairment of long-lived assets | 491 | 685 |
Amortization of debt finance costs and debt discount | 1,890 | 2,673 |
Loss on early extinguishment of debt | 27,661 | |
Unrealized (gain) loss on foreign exchange derivative instruments | 242 | (7,701) |
Unrealized (gain) loss on interest rate derivative instruments | (10,430) | (226) |
Equity-based compensation | 5,056 | 8,006 |
Deferred income taxes | (9,836) | 152 |
Customer loyalty payments | (27,366) | (16,755) |
Pension liability contribution | (338) | (595) |
Changes in assets and liabilities: | ||
Accounts receivable | (62,768) | (49,198) |
Other current assets | (8,057) | (4,075) |
Accounts payable, accrued expenses and other current liabilities | 53,750 | 37,449 |
Other | 10,398 | (2,960) |
Net cash provided by operating activities | 83,097 | 95,022 |
Investing activities | ||
Property and equipment additions | (36,663) | (23,609) |
Net cash used in investing activities | (36,663) | (23,609) |
Financing activities | ||
Proceeds from term loans | 1,400,000 | |
Proceeds from issuance of senior notes | 745,000 | |
Repayment of term loans | (2,153,750) | (5,938) |
Repayment of capital lease obligations and other indebtedness | (8,000) | (9,511) |
Debt finance costs and lender fees | (17,381) | |
Dividend to shareholders | (9,427) | (9,306) |
Proceeds from share issuance under employee share purchase plan and stock options | 2,088 | 632 |
Treasury share purchase related to vesting of equity awards | (235) | (128) |
Net cash used in financing activities | (41,705) | (24,251) |
Effect of changes in exchange rate on cash and cash equivalents | 397 | 307 |
Net (decrease) increase in cash and cash equivalents | 5,126 | 47,469 |
Cash and cash equivalents at beginning of period | 122,039 | 139,938 |
Cash and cash equivalents at end of period | 127,165 | 187,407 |
Supplemental disclosure of cash flow information | ||
Interest payments, net of capitalized interest | 31,530 | 30,126 |
Income tax payments, net of refunds | 11,902 | 3,905 |
Non-cash capital lease additions | 2,164 | $ 1,651 |
Non-cash purchase of property and equipment | $ 4,220 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT) - USD ($) | Common Shares | Additional Paid in Capital | Treasury Stock [Member] | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- Controlling Interest in Subsidiaries | Total |
Balance at Dec. 31, 2016 | $ 312,000 | $ 2,708,836,000 | $ (14,166,000) | $ (2,864,838,000) | $ (190,072,000) | $ 24,146,000 | $ (335,782,000) |
Balance (in shares) at Dec. 31, 2016 | 124,941,233 | 908,872 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividend to shareholders ($0.075 percommon share) | (10,054,000) | ||||||
APIC, Dividend to shareholders ($0.075 percommon share) | (10,054,000) | ||||||
Equity-based compensation | $ 59,388 | 7,168,000 | 8,350,000 | ||||
Equity-based compensation, Non-controlling interest | 1,182,000 | ||||||
Treasury shares purchased in relation to vesting of equity awards | $ (128,000) | (128,000) | |||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 8,916 | ||||||
Comprehensive income (loss), net of tax | 56,106,000 | 6,936,000 | (243,000) | 62,799,000 | |||
Balance at Mar. 31, 2017 | $ 312,000 | 2,705,950,000 | $ (14,294,000) | (2,808,732,000) | (183,136,000) | 25,085,000 | (274,815,000) |
Balance (in shares) at Mar. 31, 2017 | 125,000,621 | 917,788 | |||||
Balance at Dec. 31, 2017 | $ 317,000 | 2,700,133,000 | $ (24,755,000) | (2,722,375,000) | (155,621,000) | 9,980,000 | $ (192,321,000) |
Balance (in shares) at Dec. 31, 2017 | 126,967,010 | 1,620,397 | 125,346,613 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in accounting policy for treasury shares | 986,000 | $ 986,000 | |||||
Dividend to shareholders ($0.075 percommon share) | (9,699,000) | ||||||
APIC, Dividend to shareholders ($0.075 percommon share) | (9,699,000) | ||||||
Purchase of non-controlling interest in a subsidiary | (1,887,000) | 1,887,000 | |||||
Equity-based compensation | $ 1,000 | 7,342,000 | 8,299,000 | ||||
Equity-based compensation, Non-controlling interest | 956,000 | ||||||
Equity-based compensation (in shares) | 293,143 | ||||||
Treasury shares purchased in relation to vesting of equity awards | $ (235,000) | (235,000) | |||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 17,445 | ||||||
Treasury shares issued on vesting of equity awards | (123,000) | $ 123,000 | |||||
Treasury shares issued on vesting of equity awards (in shares) | (8,008) | ||||||
Comprehensive income (loss), net of tax | 58,829,000 | 6,743,000 | 402,000 | 65,974,000 | |||
Balance at Mar. 31, 2018 | $ 318,000 | $ 2,695,766,000 | $ (24,867,000) | $ (2,662,560,000) | $ (148,878,000) | $ 13,225,000 | $ (126,996,000) |
Balance (in shares) at Mar. 31, 2018 | 127,260,153 | 1,629,834 | 125,630,319 |
CONSOLIDATED STATEMENTS OF CHA8
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Per share dividend to shareholders | $ 0.075 | $ 0.075 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Presentation [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, hotel chains and car rental companies, with online and offline travel buyers in the Company’s proprietary business-to-business (“B2B”) travel platform. As customer needs and technologies evolve, Travelport continues to invest in its Travel Commerce Platform. Travelport has led innovation in electronic distribution and merchandising of airline core and ancillary products and extensively divested its offerings to hotel, car rental, rail, cruise-line and tour operators. In addition, Travelport has leveraged its domain expertise in the travel industry to design a pioneering B2B payment solution that addresses the need of travel agencies to efficiently and securely make payments to travel providers globally. The Company also has a strong focus on mobile commerce, providing a wide range of services that allows airlines, hotels, corporate travel management companies and travel agencies to engage with their customers through digital services, including apps, corporate booking tools and mobile messaging. Travelport utilizes the extensive data managed by its platform to provide an array of additional services, such as advertising solutions, subscription services, business intelligence data services, and marketing-oriented analytical tools to travel agencies, travel providers and other travel data users. Through its Technology Services, Travelport provides critical hosting services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions, enabling them to focus on their core business competencies and reduce costs. The Company hosts reservations, inventory management and other related critical systems for Delta Air Lines Inc. The Company has two operating segments, Travelport and eNett; however, the Company reports them together as one reportable segment as eNett does not meet the criteria for a separate reportable segment. These consolidated condensed financial statements and other consolidated condensed financial information included in this Quarterly Report on Form 10-Q are unaudited, with the exception of the December 31, 2017 consolidated condensed balance sheet, which was derived from audited consolidated financial statements. These consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. Certain disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In presenting the consolidated condensed financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the consolidated condensed financial statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These consolidated condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 20, 2018. The Company has reclassified prior period information as a result of the Company's adoption of new guidance on pensions as further described in Note 2–Recently Issued Accounting Pronouncements. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Presentation [Abstract] | |
Recently Issued Accounting Pronouncements | 2. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted Equity-Based Compensation—Modification Accounting In May 2017, the Financial Accounting Standards Board (the “FASB”) issued guidance clarifying when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and will not be required if the changes are considered non-substantive. The Company adopted the provisions of this guidance prospectively effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Pension In March 2017, the FASB issued guidance on the presentation of net periodic pension cost and post-retirement benefit cost (“net benefit c ost”). The new guidance requires the service cost component of net benefit cost to be presented as part of the other employee compensation costs in operating income, which can be further considered for capitalization as part of the capitalization policy, and to present the other components of net benefit cost, including interest costs, expected return on plan assets and amortization of actuarial gain or loss (the “other components”) separately, in one or more line items, outside of operating income. Fu rther, the new guidance requires a disclosure of the line items that contain the other components of net benefit cost in the footnotes to the financial statements if they are not presented on appropriately described separate lines in the statement of operations. The Company adopted the provisions of this guidance effective January 1, 2018, as required under the guidance, and reclassified $1 million related to the other components from selling, general and administrative expense to other expense within the consolidated condensed statements of operations for the three months ended March 31, 2017 . The adoption of this guidance had no impact on the Company’s net income, consolidated condensed balance sheets or statements of cash flows. Goodwill Impairment In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment. The guidance removes step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under this guidance a goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value. The new guidance is applicable for interim and annual reporting periods beginning after December 15, 2019. Early adoption of the amendments in the guidance is permitted for any impairment tests performed after January 1, 2017 and requires its application using a prospective transition method. The Company early adopted the provisions of this guidance effective January 1, 2018. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Restricted Cash In November 2016, the FASB issued guidance that requires entities to include restricted cash as part of cash and cash equivalents in the statement of cash flows. It also requires a reconciliation of cash, cash equivalents and restricted cash balances disclosed in the balance sheet with the corresponding amounts as shown in the statement of cash flows. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Statement of Cash Flows In August 2016, the FASB issued guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. The amendments provide specific guidance relating to the classification of certain items, including cash payments for debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, distributions received from equity method investments and cash flows classification based on its predominate source or use. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Financial Instruments In January 2016, the FASB issued guidance that amends the current guidance on the classification and measurement of financial instr uments. It significantly revises the accounting related to (i) the classification and measurement of investments in equity securities of unconsolidated subsidiaries (other than those accounted for using the equity method of accounting) and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have any material impact on the Company’s consolidated condensed financial statements (see Note 3 – Revenue). Accounting Pronouncements Not Yet Adopted Financial Instruments—Credit Losses In June 2016, the FASB issued guidance that amends the accounting for credit losses on financial instruments. The guidance adds an impairment model that is based on expected losses rather than incurred losses. Under this new guidance, allowance for credit losses will be recognized based on the estimate of expected credit losses, which will result in more timely recognition of such losses. The guidance requires all available relevant information to be considered when estimating expected credit losses, including details about past events, current conditions, and reasonable and supportable forecasts and their implications for expected credit losses. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2019 and requires its application using a retrospective transition method. The Company is currently evaluating the impact of the amended guidance on its consolidated condensed financial statements. Leases In February 2016, the FASB issued guidance on lease accounting that 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’s minimum lease commitments for operating leases as of March 31, 2018 was $98 million. The Company is currently evaluating the impact of the guidance on its consolidated condensed financial statements. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. Income Taxes The Company’s tax provision differs significantly from the expected provision amount calculated at the U.S. federal statutory rate primarily as a result of (i) being subject to income tax in numerous non- U.S. jurisdictions with varying income tax rates, (ii) a valuation allowance maintained in various jurisdictions, including the U.S. and the U.K., due to historical losses in such jurisdictions, (iii) certain expenses that are not deductible for tax or do not secure an effective tax deduction under the relevant jurisdictions, (iv) certain income or gains that are not subject to tax, (v) the impact of the U.S. Tax Reforms (as defined below) and (vi) the impact of changes in the U.K. to the tax deductibility of interest. As of December 31, 2017, the Company had U.S federal net operating losses (“NOL”) carry forwards of approximately $400 million, which expire between 2032 and 2037, state NOL carry forwards, which expire between 2018 and 2037, and alternative minimum tax (“AMT”) and other tax credits carry forward of approximately $27 millio n. The Company had other non– U.S. NOL carry forwards of $345 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 were $197 million. The Company believes it is more likely than not that the benefit from certain U.S. federal, U.S. state and non–U.S. NOL carry forwards and other deferred tax assets will not be realized. Consequently, a valuation allowance of $187 million has been recorded against such deferred tax assets as of December 31, 2017. The Company regularly assesses its ability to realize deferred tax assets. As of March 31, 2018, the Company’s estimated annual effective tax rate includes the impact of (i) releasing a portion of the valuation allowance associated with the U.S. NOL carry forwards due to an increase in taxable temporary differences that support deferred tax asset utilization and (ii) releasing a portion of the valuation allowance associated with the U.K. NOL carry forwards (see below). However, the Company has maintained a valuation allowance on the remaining deferred tax assets. Future realized earnings performance and changes in future earnings projections, among other factors, may cause an adjustment to the conclusion as to whether it is more likely than not that the benefit of the deferred tax assets will be realized. This would impact the income tax expense in the period for which it is determined that these factors have changed. As a result of the Company’s debt restruct uring in March 2018 (see N ote 11–Long-Term Debt), the Company expects that there will be future taxable income in the U.K. other than the reversal of deferred tax liabilities. Consequently, the Company has realized a benefit of $10 million following the release of the valuation allowance on deferred tax assets associated with U.K. NOL carry forwards. The Company’s preliminary estimate of the impact of the comprehensive changes to the U.S. tax legislation that were enacted in December 2017 under the Tax Cuts and Jobs Act (the “U.S. Tax Reforms”) is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the U.S. Tax Reforms, the impact of state income taxes, administrative interpretations or court decisions interpreting the U.S. Tax Reforms that may require further adjustments and changes in the Company’s estimates that could be beneficial or adverse. The Company continued to assess the impact of the U.S. Tax Reforms during the three months ended March 31, 2018 and expects to complete its assessment and resultant accounting, if any, by Dec ember 2018 (being the one–year measurement period from the date of enactment of the U.S. Tax Reforms). |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenues [Abstract] | |
Revenue | 3. Revenue On January 1, 2018, the Company adopted the new revenue recognition guidance applying the modified retrospective method to all contracts . Results for reporting periods beginning after January 1, 2018 are presented under the new revenue recognition guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under previous revenue recognition guidance. The Company recorded a $1 million reduction to its accumulated deficit balance as of January 1, 2018, representing the cumulative impact of adopting the new revenue recognition guidance, which primarily relates to the timing of recognition of hotel reservations in the Company’s Beyond Air revenue. The impact to net revenue for the quarter ended March 31, 2018 was a decrease of less than $1 million as a result of applying the new revenue recognition guidance. The Company operates a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism industry. Through its Travel Commerce Platform, the Company connects travel providers (“customers”), such as airlines, hotel chains and car rental companies with online and offline travel buyers, including travel agencies, travel management companies and corporations. The Company also provides critical information technology services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions. The following table presents the Company’s net revenue disaggregated by its source. Sales and usage-based taxes are excluded from net revenue. Three Months Ended March 31, (in $ thousands) 2018 Air $ 472,935 Beyond Air 179,751 Travel Commerce Platform (1) 652,686 Technology Services 25,152 Net revenue $ 677,838 (1) Includes $18 million of Travel Commerce Platform revenue for the th ree months ended March 31, 2018 that does not represent revenue recognized from contracts with customers. Travel Commerce Platform Revenue Travel Commerce Platform revenue primarily utilizes a transaction volume model to recognize revenue. The Company charges a fee per segment booked. The Company also receives a fee for cancellations of bookings previously made on the Company’s platform and a fee for tickets issued by the Company that were originally booked on an alternative system. Revenue for air bookings is recognized at the time of reservation, net of estimated cancellations and anticipated incentives payable to customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations (net of cancellation fees). The Company’s Beyond Air portfolio includes hospitality, payment solutions, digital services, advertising and other platform services. Revenue for hotel reservations is recognized upon check-in and revenue for car reservations is recognized upon pick-up, as such reservations can generally be cancelled without penalty. The Company’s payment solutions revenue is earned primarily as a percentage of total transaction value in the form of a share of interchange fees. Revenue is recognized at the point in time when the payment is processed. The Company collects annual fees from travel agencies, internet sites and other subscribers to access the applications on its Travel Commerce Platform, including providing the ability to access schedule and fare information, book reservations and issue tickets. Where the contractual terms are on a subscription basis with fixed amounts of fees, revenue is recognized ratably over the contract period as the performance obligation is satisfied over time. Where the contractual terms are transaction-based with fees charged per transaction, revenue is recognized as the services are provided. The table below sets forth Travel Commerce Platform revenue disaggregated by region: Three Months Ended March 31, (in $ thousands) 2018 Asia Pacific 141,551 Europe 244,442 Latin America and Canada 29,859 Middle East and Africa 79,106 International 494,958 United States 157,728 Travel Commerce Platform (1) 652,686 (1) Includes $18 million of Travel Commerce Platform revenue for the th ree months ended March 31, 2018 that does not represent revenue recognized from contracts with customers. 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 shopping, ticketing, departure control, business intelligence and other solutions. Where the contractual terms are on a subscription basis with fixed amounts of fees, revenue is recognized ratably over the contract period as the performance obligation is satisfied over time. Where the contractual terms are transaction-based with fees charged per transaction, revenue is recognized as the services are provided. Contract Balances Where a performance obligation has been satisfied but not yet invoiced at the reporting date, a contract asset is recognized on the balance sheet. Where a performance obligation has not yet been satisfied but an invoice has been raised at the reporting date, a contract liability is recognized on the balance sheet. The opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are as follows: Contract Liabilities (in $ thousands) Accounts Receivable, net (1) Deferred Revenue (current) (1) Deferred Revenue (non-current) Balance as of March 31, 2018 $ 231,336 $ 32,186 $ 6,367 Balance as of January 1, 2018 174,765 32,010 6,056 Increase $ 56,571 $ 176 $ 311 (1) Accounts receivables, net, and deferred revenue exclude balances not related to contracts with customers. The majority of the Company’s Air revenue within its Travel Commerce Platform is collected through the Airline Clearing House (“ACH”) an d other similar clearing houses , whereby the payments are submitted monthly to the ACH and are settled (on a net basis) within approximately 30 days. Airlines that do not settle payment through the ACH and customers in Beyond Air and Technology Services are generally invoiced on a monthly basis, and the payments are generally received within approximately 30-60 days. Deferred revenue is recorded when cash payments are received or due in advance of the Company’s performance, including amounts that are refundable. The cash payments received or due in advance of satisfying the Company’s performance obligations, was offset by $6 million of net revenue recognized that were included in the deferred revenue balance as of December 31, 2017. Remaining Performance Obligations As of March 31 , 2018, the aggregate amount of the transaction price allocated to the remaining performance obligations was approximately $57 million , of which the Company expects to recognize revenue of approximately 78% over the next 24 months, including 45% over the next 12 months. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts wit h an original expected term of one year or less and (ii) contracts for which the Company recognizes revenue at the amounts to which it has the right to invoice for services performed. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets | 5. Other Current Assets Other current assets consisted of: March 31, December 31, (in $ thousands) 2018 2017 Client funds $ 34,125 $ 15,774 Sales and use tax receivables 32,309 30,163 Prepaid expenses 28,268 24,271 Prepaid incentives 16,236 16,677 Derivative assets 22,238 15,233 Other 9,350 7,606 $ 142,526 $ 109,724 Client funds represent cash held on behalf of clients for a short period of time before being transferred to travel industry partners. A compensating balance is held in accrued expenses and other current liabilities as customer prepayments. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net, consisted of: March 31, 2018 December 31, 2017 Accumulated Accumulated (in $ thousands) Cost depreciation Net Cost depreciation Net Capitalized software $ 1,074,053 $ (850,777) $ 223,276 $ 1,029,772 $ (829,416) $ 200,356 Computer equipment 346,769 (217,089) 129,680 346,846 (207,484) 139,362 Building and leasehold improvements 33,389 (13,745) 19,644 32,834 (12,972) 19,862 Construction in progress 62,754 — 62,754 72,161 — 72,161 $ 1,516,965 $ (1,081,611) $ 435,354 $ 1,481,613 $ (1,049,872) $ 431,741 The Company recorded depreciation expense (including depreciation on assets under capital leases) of $38 million and $43 million during the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018 and December 31, 2017, the Company had capital lease assets of $210 million and $208 million, respectively, with accumulated depreciation of $116 million and $107 million, respectively, included within computer equipment. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The changes in the carrying amount of goodwill and intangible assets of the Company between January 1, 2018 and March 31, 2018 are as follows: January 1, Foreign March 31, (in $ thousands) 2018 Additions Retirements Exchange 2018 Non-Amortizable Assets: Goodwill $ 1,089,590 $ — $ — $ 925 $ 1,090,515 Trademarks and tradenames 313,097 — — — 313,097 Other Intangible Assets: Acquired intangible assets 743,549 — — 6 743,555 Accumulated amortization (461,666) (10,166) — (32) (471,864) Acquired intangible assets, net 281,883 (10,166) — (26) 271,691 Customer loyalty payments 380,841 45,126 (10,551) 2,008 417,424 Accumulated amortization (166,544) (22,343) 10,315 (843) (179,415) Customer loyalty payments, net 214,297 22,783 (236) 1,165 238,009 Other intangible assets, net $ 496,180 $ 12,617 $ (236) $ 1,139 $ 509,700 The changes in the carrying amount of goodwill and intangible assets of the Company between January 1, 2017 and March 31, 2017 are as follows: January 1, Foreign March 31, (in $ thousands) 2017 Additions Retirements Exchange 2017 Non-Amortizable Assets: Goodwill $ 1,079,951 $ — $ — $ 2,364 $ 1,082,315 Trademarks and tradenames 313,097 — — — 313,097 Other Intangible Assets: Acquired intangible assets 1,127,059 — (368,715) 26 758,370 Accumulated amortization (804,089) (10,392) 368,715 (52) (445,818) Acquired intangible assets, net 322,970 (10,392) — (26) 312,552 Customer loyalty payments 358,259 28,354 (12,908) 2,076 375,781 Accumulated amortization (169,622) (18,795) 12,908 (2,074) (177,583) Customer loyalty payments, net 188,637 9,559 — 2 198,198 Other intangible assets, net $ 511,607 $ (833) $ — $ (24) $ 510,750 The Company paid cash of $27 million and $17 million for customer loyalty payments during the three months ended March 31, 2018 and 2017, respectively. Further, as of March 31, 2018 and December 31, 2017, the Company had balances payable of $94 million and $77 million, respectively, for customer loyalty payments. Amortization expense for acquired intangible assets was $10 million for each of the three months ended March 31, 2018 and 2017 and is included as a component of depreciation and amortization in the Company’s consolidated condensed statements of operations. Amortization expense for customer loyalty payments was $22 million and $19 million for the three months ended March 31, 2018 and 2017, respectively, and is included within cost of revenue or net revenue in the Company’s consolidated condensed statements of operations. |
Other Non-Current Assets
Other Non-Current Assets | 3 Months Ended |
Mar. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Non-Current Assets | 8. Other Non-Current Assets Other non-current assets consisted of: March 31, December 31, (in $ thousands) 2018 2017 Prepaid incentives $ 35,349 $ 35,645 Pension assets 9,985 8,674 Supplier prepayments 8,461 10,983 Derivative assets 7,740 3,503 Deferred financing costs 1,828 1,930 Other 13,995 16,073 $ 77,358 $ 76,808 |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 9. Restructuring Charges In November 2016, the Company committed to undertake a course of action to enhance and optimize the Company’s operational and technological efficiency. This program was substantially completed as of December 31, 2017. Total restructuring charges recognized of $0 and $3 million for the three months ended March 31, 2018 and 2017, respectively, are included within selling, general and administrative expenses in the consolidated condensed statements of operations. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of: March 31, December 31, (in $ thousands) 2018 2017 Accrued commissions and incentives $ 356,856 $ 282,954 Accrued payroll and related 61,631 70,234 Deferred revenue 55,683 48,096 Income tax payable 35,113 32,986 Customer prepayments 34,125 15,774 Derivative liabilities 1,397 292 Accrued interest expense 4,131 12,010 Pension and post-retirement benefit liabilities 1,699 1,628 Other 26,135 45,094 $ 576,770 $ 509,068 Included in accrued commissions and incentives are $94 million and $77 million of accrued customer loyalty payments as of March 31, 2018 and December 31, 2017, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 11. Long-Term Debt Long-term debt consisted of: Interest March 31, December 31, (in $ thousands) rate Maturity 2018 2017 Senior Secured Credit Agreement Term loans – (2018 Credit Agreement) (1) L+2.50% March 2025 $ 1,385,934 $ — Term loans – (2014 Credit Agreement) (2) L+2.75% September 2021 — 2,124,439 Revolver borrowings – (2018 Credit Agreement) L+2.25% September 2022 — — Revolver borrowings – (2014 Credit Agreement) L+2.50% September 2022 — — Senior Secured Notes Senior secured notes (3) 6.00% March 2026 737,404 — Capital leases and other indebtedness 99,786 105,574 Total debt 2,223,124 2,230,01313 Less: current portion 54,089 64,291 Long-term debt $ 2,169,035 $ 2,165,722 _____________________ (1) As of March 31, 2018, the principal amount of terms loans under the 2018 Credit Agreement (as defined below ) was $1,400 million, which is netted for unamortized debt discount of $7 million and unamortized debt finance costs of $7 million. (2) As of December 31, 2017, the principal amount of terms loans under the 2014 Credit Agreement (as defined below ) was $2,154 million, which is netted for unamortized debt finance costs of $13 million and unamortized debt discount of $17 million. (3) As of March 31, 2018, the principal amount of senior secured notes was $745 million, which is netted for unamortized debt finance costs of $8 million. Senior Secured Credit Agreement In March 2018, Travelport Finance (Luxembourg) S.à r.l. (the “Borrower”), a wholly-owned subsidiary of the Company, entered into a new senior secured credit agreement (the “2018 Credit Agreement”). Under the 2018 Credit Agreement, the lenders agreed to extend credit to the Borrower in the form of (a) initial secured term loans in an aggregate principal amount of $1,400 million maturing in March 2025, issued at a discount of 0.50% , which amortizes in quarterly installments, commencing August 31, 2018, equal to 0.25% of the original principal amount of the term loans, with the balance payable at maturity and (b) a revolving credit facility in an aggregate principal amount of $150 million maturing in September 2022. The Company used the proceeds from these term loans, along with the proceeds from the issuance of senior secured notes (discussed below) and cash on the balance sheet, to repay the outstanding balance remaining of the term loans under the previous senior secured credit agreement ( the “2014 Credit Agreement”) and to pay the related transaction expenses and fees. Upon the repayment in full of the obligations, the 2014 Credit Agreement was terminated. The Company recorded the debt refinancing transaction as the issuance of new debt and extinguishment of prior debt and recognized a loss of $28 million in its consolidated condensed statements of operations for the three months ended March 31, 2018. Under the 2018 Credit Agreement, the interest rate per annum applicable to (a) the term loans is based on, at the election of the Borrower, LIBOR plus 2.50% or base rate (as defined in the agreement) plus 1.50% and (b) the borrowings under revolving credit facility, at the election of the Borrower, LIBOR plus 2.25% or base rate (as defined in the agreement) plus 1.25% . LIBOR rates and base rates have a floor of 0.00% . The Company expects to pay interest based on LIBOR. Further, during the three months ended March 31, 2018, the Company (i) repaid a quarterly installment of $6 million principal of term loans outstanding under the 2014 Credit Agreement, (ii) amortized $1 million of each of debt finance costs and debt discount, (iii) repaid $7 million under its capital lease obligations and entered into $2 million of new capital leases for information technology assets and (iv) repaid $1 million under its other indebtedness obligations. As discussed above, in March 2018 , the Borrower entered into a new revolving credit facility under the 2018 Credit Agreement with a consortium of banks. The lenders, terms, credit facility amount and maturity date under the new revolving credit facility were substantially the same as under the 2014 Credit Agreement, except for the reduction in interest rates discussed above. Under the new terms, the Borrower has a $150 million revolving credit facility, which contains a letter of credit sub-limit up to a maximum of $100 million. As of March 31, 2018, there were no outstanding borrowings under the revolving credit facility under the 2018 Credit Agreement , and $8 million was utilized for the issuance of letters of credit, with a balance of $142 million remaining. Senior Secured Notes In March 2018, Travelport Corporate Finance PLC (the “Issuer”), a wholly-owned subsidiary of the Company, issued a principal amount of $745 million in senior secured notes due in March 2026 with a stated interest rate of 6.00% per annum. The proceeds were used to repay a portion of the term loans outstanding under the 2014 Credit Agreement. The interest on the senior secured notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing September 15, 2018. Debt Maturities Aggregate maturities of debt as of March 31, 2018 are as follows: Capital Leases (in $ thousands) Term Senior Secured and Other Year ending March 31, Loans Notes Indebtedness 2019 $ 10,500 $ — $ 43,589 2020 14,000 — 29,951 2021 14,000 — 16,638 2022 14,000 — 8,260 2023 14,000 — 1,348 Thereafter 1,333,500 745,000 — 1,400,000 745,000 99,786 Less: Unamortized debt finance cost (7,110) (7,596) — Less: Unamortized debt discount (6,956) — — Total debt $ 1,385,934 $ 737,404 $ 99,786 Debt Finance Costs The Company had unamortized debt finance costs of (i) $7 million and $13 million as of March 31, 2018 and December 31, 2017, respectively, in relation to its term loans under the 2018 Credit Agreement and 2014 Credit Agreement, respectively, which are presented as a deduction from the principal amount of the term loans, (ii) $8 million as of March 31, 2018 in relation to its senior secured notes, which is presented as a deduction from the principal amount of senior secured notes, and (iii) $2 million as of both March 31, 2018 and December 31, 2017 in relation to its revolving credit facility, which are capitalized within other non-current assets on the consolidated condensed 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 condensed statements of operations. The movements in total unamortized debt finance costs for the three months ended March 31, 2018 and 2017 are summarized below: Three Months Three Months Ended March 31, Ended March 31, (in $ thousands) 2018 2017 Balance as of January 1 $ 14,708 $ 22,855 Capitalization of debt finance costs 14,799 — Amortization (914) (1,417) Write-off on early extinguishment of debt (12,059) — Balance as of March 31 $ 16,534 $ 21,438 Debt Covenants and Guarantees The 2018 Credit Agreement and the Indenture governing the senior secured notes contain financial and other covenants, including: limitations on the ability of Travelport Limited, a wholly-owned subsidiary of the Company and the Borrower’s and the Issuer’s immediate parent entity (the “Parent Guarantor”) and its restricted subsidiaries to incur debt or liens or make certain investments and acquisitions and restricted payments, limitations on transactions with affiliates and certain restrictions on the sale of assets. A violation of these covenants could result in the Parent Guarantor and its restricted subsidiaries being prohibited from making certain restricted payments, including dividends, or cause a default under the 2018 Credit Agreement or the Indenture, which would permit the participating lenders to restrict the Parent Guarantor’s and its restricted subsidiaries’ ability to access the revolving credit facility and require the immediate repayment of any outstanding advances made under the 2018 Credit Agreement or the Indenture. Solely in the case of the revolving credit facility under the 2018 Credit Agreement, if the amount outstanding under the revolving credit facility exceeds a certain threshold, there is a requirement to maintain a first lien leverage ratio. The senior secured notes are guaranteed fully and unconditionally on a senior secured basis by the Parent Guarantor and certain of its existing and future wholly-owned subsidiaries that also guarantee the facilities under the 2018 Credit Agreement. The senior secured notes and related guarantees are secured on a first-priority basis by security interests in all of the Issuer’s and the guarantors’ assets that also secure the facilities under the 2018 Credit Agreement on a first-priority basis. As of March 31, 2018, the Company was in full compliance with all restrictive and financial covenants related to its debt. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | 12. Financial Instruments The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency exchange rates and interest rates. The Company does not use derivatives for trading or speculative purposes. During the three months ended March 31, 2018, there was no material change in the Company’s foreign currency and interest rate risk management policies or in its fair value methodology. As of March 31, 2018, the Company had a net asset position o f $29 million related to its derivative financial instruments. Foreign Currency Risk The Company’s primary foreign currency risk exposure as of March 31, 2018 was due to exchange rate fluctuations that arise from certain intercompany transactions and earnings denominated in non-U.S. dollar currencies and from non-functional currency denominated assets and liabilities. The Company uses foreign currency derivative contracts (forward contracts) to manage its exposure to changes in foreign currency exchange rates, primarily exposure to British pound, Euro and Australian dollar. The Company did not designate these foreign currency derivative contracts as accounting hedges. Fluctuations in the value of these foreign currency derivative contracts were recorded within the Company’s consolidated condensed statements of operations, which partially offset the impact of the changes in the value of the foreign currency denominated receivables and payables and forecasted earnings they were intended to economically hedge. Interest Rate Risk As of March 31, 2018, the Company’s primary interest rate risk exposure was to interest rate fluctuations in the United States, specifically the impact of LIBOR interest rates on the Company’s U.S. dollar denominated variable rate term loans. During the three months ended March 31, 2018, the average LIBOR rate applied to the term loans was 1.64% . In order to protect against potential higher interest costs resulting from increases in LIBOR, as of March 31, 2018, the Company had outstanding interest rate swap contracts that fix the LIBOR rate payable as follows: Average Notional Amount Interest ($ in thousands) Period Rate 1,400,000 February 2017 to February 2019 1.4010% 1,200,000 February 2019 to February 2020 2.1906% 400,000 February 2020 to February 2021 2.1925% 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 condensed balance sheets: Fair Value Asset Fair Value (Liability) Balance Sheet March 31, December 31, Balance Sheet March 31, December 31, (in $ thousands) Location 2018 2017 Location 2018 2017 Interest rate swap contracts Other current assets $ 10,940 $ 4,799 Accrued expenses and other current liabilities $ — $ — Interest rate swap contracts Other non-current assets 7,740 3,503 Other non-current liabilities — (51) Foreign currency contracts Other current assets 11,298 10,434 Accrued expenses and other current liabilities (1,397) (292) Total fair value of derivative assets (liabilities) $ 29,978 $ 18,736 $ (1,397) $ (343) As of March 31, 2018, the net notional amounts of the Company’s derivative contracts and the periods covered by them are as follows: March 31, December 31, (in $ thousands) 2018 2017 Interest rate swap contracts (varying contracts and periods as discussed above) $ 3,000,000 $ 3,000,000 Foreign currency contracts (covering the period until March 2019) 409,652 373,487 The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the three months ended March 31, 2018 and 2017 : Three Months Ended Three Months Ended (in $ thousands) March 31, 2018 March 31, 2017 Net derivative asset (liability) opening balance $ 18,393 $ (19,196) Total gain for the period included in net income 16,281 2,284 (Proceeds from) payments on settlement of derivative contracts (6,093) 5,136 Net derivative asset (liability) closing balance $ 28,581 $ (11,776) The table below presents the impact of the changes in fair values of derivatives not designated as hedges on net income during the three months ended March 31, 2018 and 2017: Amount of Gain Recorded in Net Income Three Months Ended Location of Gain Recorded March 31, (in $ thousands) in Statement of Operations 2018 2017 Interest rate swap contracts Interest expense, net $ 11,222 $ 226 Foreign currency contracts Selling, general and administrative 5,059 2,058 $ 16,281 $ 2,284 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: March 31, 2018 December 31, 2017 (in $ thousands) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value Asset (liability) Derivative assets Level 2 $ 29,978 $ 29,978 $ 18,736 $ 18,736 Derivative liabilities Level 2 (1,397) (1,397) (343) (343) Total debt Level 2 (2,223,124) (2,249,765) (2,230,013) (2,258,893) The significant unobservable inputs used to fair value the Company’s derivative financial instruments are based on market quoted probability rates of default for each of the derivative assets and liabilities, resulting in a weighted average probability of default of less than 1 % and a recovery rate of 75% for derivative assets and 65% for derivative liabilities. As the credit valuation adjustment applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy. A 10% change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of March 31, 2018. The fair value of the Company’s total debt has been determined by calculating the fair value of its term loans and senior secured notes based on quoted prices obtained from independent brokers for identical debt instruments when traded as an asset and is categorized within Level 2 of the fair value hierarchy. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies 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 March 31, 2018, the Company had approximately $80 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $44 million relates to the twelve months ending March 31, 2019. These purchase obligations extend through 2022. 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 | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | 14. Equity Dividends on Common Shares The Company’s Board of Directors declared the following cash dividend during the three months ended March 31, 2018: Dividend Record Payment Amount Declaration Date Per Share Date Date (in $ thousands) February 16, 2018 $ 0.075 March 1, 2018 March 15, 2018 $ 9,406 On May 2, 2018 , the Company’s Board of Directors declared a cash dividend of $0.075 per common share (see Note 18—Subsequent Events). |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | 15. Equity-Based Compensation Restricted Share Units (“RSUs”) During the three months ended March 31, 2018, as part of its annual grant program, the Company granted 592,579 RSUs. These RSUs vest one-fourth annually over a period of four years, if the employee continues to remain in employment during the vesting period. The Company further granted 202,100 RSUs to certain employees that cliff-vest in approximately two years from the grant date upon continued employment of the employee during the vesting period. 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 outstanding RSUs may be settled by the issuance of common shares held as treasury shares. In line with the Company’s accounting policy, the compensation costs related to RSUs are expensed on a straight-line basis. The table below presents the activity of the Company’s RSUs for the three months ended March 31, 2018: Weighted Average Grant Date (in dollars, except number of RSUs) Number Fair Value Balance as of January 1, 2018 1,526,280 $ 13.01 Granted at fair market value 794,679 $ 14.35 Vested (1) (36,259) $ 13.07 Forfeited (129,551) $ 12.96 Balance as of March 31, 2018 2,155,149 $ 13.50 _____________________ (1) During the three months ended March 31, 2018, the Company completed net share settlements of 17,445 common shares in connection with employee taxable income created upon vesting of RSUs. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. These common shares were accounted for as treasury shares by the Company. Performance Share Units (“PSUs”) During the three months ended March 31, 2018, as part of its annual grant program, the Company granted 1,246,803 PSUs. The PSUs cliff-vest at the end of approximately three years from the date of the grant based on the satisfaction of certain performance conditions and continued employment of the employee during the vesting period. The ultimate number of PSUs that will vest also depends on the Company’s ranking within a group of companies based on achievement of its total shareholder’s return (“TSR”) during the applicable performance period compared to the TSR of the companies within the selected group. However, the total number of PSUs that will ultimately vest will not exceed 200% of the original grant. Each reporting period, the Company assesses the probability of vesting, and, if there is any change in such probability, the Company records the cumulative effect of the adjustment in the current reporting period. All of the PSUs are settled in the Company’s common shares. PSUs accrue dividend equivalents associated with the underlying common shares as dividends are declared by the Company. Dividends will generally be paid to holders of PSUs in cash upon the vesting of the associated PSUs and will be forfeited should the PSUs not vest. The PSUs do not have an exercise price. For PSUs earned based on a market condition, the Company utilizes a Monte Carlo simulation to determine the fair value of these awards at the date of grant. Certain of the Company’s outstanding PSUs may be settled by the issuance of common shares held as treasury shares. In line with the Company’s accounting policy, the compensation costs related to the PSUs are expensed on a straight-line basis. The table below presents the activity of the Company’s PSUs for the three months ended March 31, 2018: Weighted Average Grant Date (in dollars, except number of PSUs) Number Fair Value Balance as of January 1, 2018 2,694,999 $ 13.10 Granted at fair market value 1,444,522 $ 16.33 Forfeited (351,937) $ 12.94 Balance as of March 31, 2018 (1) 3,787,584 $ 14.32 _____________________ (1) Total estimated awards that ultimately will vest based on the Company’s forecasted performance against the pre-defined targets and before considering any adjustments that may be necessary based on the ranking of the Company’s TSR compared to the TSR of the selected group is expected to be 4,350,925 PSUs. Stock Options During the three months ended March 31, 2018, the Company did not grant any stock options. The table below presents the activity of the Company’s stock options for the three months ended March 31, 2018: Weighted Average Weighted Average Remaining Aggregate Exercise Price Contractual Terms Intrinsic Value Number of Options (in dollars) (in years) (in $ thousands) Balance as of January 1, 2018 2,352,928 $ 13.51 Forfeited (107,410) $ 13.55 Exercised (290,160) $ 9.92 Expired (40,984) $ 15.53 Balance as of March 31, 2018 1,914,374 $ 14.01 7.24 $ 4,506 Exercisable as of March 31, 2018 841,211 $ 14.45 6.55 $ 1,618 Expected to vest as of March 31, 2018 1,073,163 $ 13.66 7.78 $ 2,888 Total equity-based compensation expense recognized in the Company’s consolidated condensed statements of operations for the three months ended March 31, 2018 and 2017 was $5 million and $8 million ( $4 million and $7 million after tax), respectively. The total income tax benefit related to equity-based compensation expense was $1 million for each of the three months ended March 31, 2018 and 2017. The Company expects the future equity-based compensation expense in relation to awards granted as of March 31, 2018 will be approximately $73 million. |
Income Per Share
Income Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Income Per Share | 16. Income Per Share The following table reconciles the numerators and denominators used in the computation of basic and diluted income per share from continuing operations: Three Months Ended March 31, (in $ thousands, except for share data) 2018 2017 Numerator – Basic and Diluted Income per Share: Net income from continuing operations $ 31,484 $ 55,863 Net (income) loss attributable to non-controlling interest in subsidiaries (402) 243 Net income from continuing operations attributable to the Company $ 31,082 $ 56,106 Denominator – Basic Income per Share: Weighted average common shares outstanding 125,428,257 124,081,175 Income per share from continuing operations – Basic $ 0.25 $ 0.45 Denominator – Diluted Income per Share: Number of common shares used for basic income per share from continuing operations 125,428,257 124,081,175 Weighted average effect of dilutive securities RSUs / PSUs 604,051 1,342,130 Stock options 98,893 93,640 Weighted average common shares outstanding 126,131,201 125,516,945 Income per share from continuing operations – Diluted $ 0.25 $ 0.45 Basic income per share is based on the weighted average number of common shares outstanding during each period. Diluted income per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common share equivalents during each period. For each of the three months ended March 31, 2018 and 2017, the Company had 2 million 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 from continuing operations as their inclusion would have been antidilutive as the number of common shares repurchased from the total assumed proceeds applying the treasury stock method exceed the number of common shares that would have been issued. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 17. Discontinued Operations In connection with the sale of the Gullivers Travel Associates business to Kuoni in 2011, the Company agreed to indemnify Kuoni through January 2018 for certain potential liabilities relating to pre-sale events. As no further obligations arose under the indemnity, the Company released the remaining balance of the indemnity provision of $28 million during the three months ended March 31, 2018, which is included within income from discontinued operations, net of tax, in the consolidated condensed statement s of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events On May 2, 2018 , the Company’s Board of Directors declared a cash dividend of $0.075 per common share for the first quarter of 2018, which is payable on June 21, 2018 to shareholders of record on June 7, 2018 . |
Recently Issued Accounting Pr27
Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Basis of Presentation [Abstract] | |
Recently Issued Accounting Pronouncements | Accounting Pronouncements Adopted Equity-Based Compensation—Modification Accounting In May 2017, the Financial Accounting Standards Board (the “FASB”) issued guidance clarifying when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and will not be required if the changes are considered non-substantive. The Company adopted the provisions of this guidance prospectively effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Pension In March 2017, the FASB issued guidance on the presentation of net periodic pension cost and post-retirement benefit cost (“net benefit c ost”). The new guidance requires the service cost component of net benefit cost to be presented as part of the other employee compensation costs in operating income, which can be further considered for capitalization as part of the capitalization policy, and to present the other components of net benefit cost, including interest costs, expected return on plan assets and amortization of actuarial gain or loss (the “other components”) separately, in one or more line items, outside of operating income. Fu rther, the new guidance requires a disclosure of the line items that contain the other components of net benefit cost in the footnotes to the financial statements if they are not presented on appropriately described separate lines in the statement of operations. The Company adopted the provisions of this guidance effective January 1, 2018, as required under the guidance, and reclassified $1 million related to the other components from selling, general and administrative expense to other expense within the consolidated condensed statements of operations for the three months ended March 31, 2017 . The adoption of this guidance had no impact on the Company’s net income, consolidated condensed balance sheets or statements of cash flows. Goodwill Impairment In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment. The guidance removes step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under this guidance a goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value. The new guidance is applicable for interim and annual reporting periods beginning after December 15, 2019. Early adoption of the amendments in the guidance is permitted for any impairment tests performed after January 1, 2017 and requires its application using a prospective transition method. The Company early adopted the provisions of this guidance effective January 1, 2018. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Restricted Cash In November 2016, the FASB issued guidance that requires entities to include restricted cash as part of cash and cash equivalents in the statement of cash flows. It also requires a reconciliation of cash, cash equivalents and restricted cash balances disclosed in the balance sheet with the corresponding amounts as shown in the statement of cash flows. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Statement of Cash Flows In August 2016, the FASB issued guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. The amendments provide specific guidance relating to the classification of certain items, including cash payments for debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, distributions received from equity method investments and cash flows classification based on its predominate source or use. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Financial Instruments In January 2016, the FASB issued guidance that amends the current guidance on the classification and measurement of financial instr uments. It significantly revises the accounting related to (i) the classification and measurement of investments in equity securities of unconsolidated subsidiaries (other than those accounted for using the equity method of accounting) and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated condensed financial statements. Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which the company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenues are recognized when control of the promised services are transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have any material impact on the Company’s consolidated condensed financial statements (see Note 3 – Revenue). |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenues [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents the Company’s net revenue disaggregated by its source. Sales and usage-based taxes are excluded from net revenue. Three Months Ended March 31, (in $ thousands) 2018 Air $ 472,935 Beyond Air 179,751 Travel Commerce Platform (1) 652,686 Technology Services 25,152 Net revenue $ 677,838 (1) Includes $18 million of Travel Commerce Platform revenue for the th ree months ended March 31, 2018 that does not represent revenue recognized from contracts with customers. |
Disaggregation Of Revenue By Region [Table Text Block] | The table below sets forth Travel Commerce Platform revenue disaggregated by region: Three Months Ended March 31, (in $ thousands) 2018 Asia Pacific 141,551 Europe 244,442 Latin America and Canada 29,859 Middle East and Africa 79,106 International 494,958 United States 157,728 Travel Commerce Platform (1) 652,686 (1) Includes $18 million of Travel Commerce Platform revenue for the th ree months ended March 31, 2018 that does not represent revenue recognized from contracts with customers. |
Contract with Customer Asset and Liability | The opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are as follows: Contract Liabilities (in $ thousands) Accounts Receivable, net (1) Deferred Revenue (current) (1) Deferred Revenue (non-current) Balance as of March 31, 2018 $ 231,336 $ 32,186 $ 6,367 Balance as of January 1, 2018 174,765 32,010 6,056 Increase $ 56,571 $ 176 $ 311 (1) Accounts receivables, net, and deferred revenue exclude balances not related to contracts with customers. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of other current assets | Other current assets consisted of: March 31, December 31, (in $ thousands) 2018 2017 Client funds $ 34,125 $ 15,774 Sales and use tax receivables 32,309 30,163 Prepaid expenses 28,268 24,271 Prepaid incentives 16,236 16,677 Derivative assets 22,238 15,233 Other 9,350 7,606 $ 142,526 $ 109,724 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment, net | Property and equipment, net, consisted of: March 31, 2018 December 31, 2017 Accumulated Accumulated (in $ thousands) Cost depreciation Net Cost depreciation Net Capitalized software $ 1,074,053 $ (850,777) $ 223,276 $ 1,029,772 $ (829,416) $ 200,356 Computer equipment 346,769 (217,089) 129,680 346,846 (207,484) 139,362 Building and leasehold improvements 33,389 (13,745) 19,644 32,834 (12,972) 19,862 Construction in progress 62,754 — 62,754 72,161 — 72,161 $ 1,516,965 $ (1,081,611) $ 435,354 $ 1,481,613 $ (1,049,872) $ 431,741 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill and intangible assets | The changes in the carrying amount of goodwill and intangible assets of the Company between January 1, 2018 and March 31, 2018 are as follows: January 1, Foreign March 31, (in $ thousands) 2018 Additions Retirements Exchange 2018 Non-Amortizable Assets: Goodwill $ 1,089,590 $ — $ — $ 925 $ 1,090,515 Trademarks and tradenames 313,097 — — — 313,097 Other Intangible Assets: Acquired intangible assets 743,549 — — 6 743,555 Accumulated amortization (461,666) (10,166) — (32) (471,864) Acquired intangible assets, net 281,883 (10,166) — (26) 271,691 Customer loyalty payments 380,841 45,126 (10,551) 2,008 417,424 Accumulated amortization (166,544) (22,343) 10,315 (843) (179,415) Customer loyalty payments, net 214,297 22,783 (236) 1,165 238,009 Other intangible assets, net $ 496,180 $ 12,617 $ (236) $ 1,139 $ 509,700 The changes in the carrying amount of goodwill and intangible assets of the Company between January 1, 2017 and March 31, 2017 are as follows: January 1, Foreign March 31, (in $ thousands) 2017 Additions Retirements Exchange 2017 Non-Amortizable Assets: Goodwill $ 1,079,951 $ — $ — $ 2,364 $ 1,082,315 Trademarks and tradenames 313,097 — — — 313,097 Other Intangible Assets: Acquired intangible assets 1,127,059 — (368,715) 26 758,370 Accumulated amortization (804,089) (10,392) 368,715 (52) (445,818) Acquired intangible assets, net 322,970 (10,392) — (26) 312,552 Customer loyalty payments 358,259 28,354 (12,908) 2,076 375,781 Accumulated amortization (169,622) (18,795) 12,908 (2,074) (177,583) Customer loyalty payments, net 188,637 9,559 — 2 198,198 Other intangible assets, net $ 511,607 $ (833) $ — $ (24) $ 510,750 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Summary of other non-current assets | Other non-current assets consisted of: March 31, December 31, (in $ thousands) 2018 2017 Prepaid incentives $ 35,349 $ 35,645 Pension assets 9,985 8,674 Supplier prepayments 8,461 10,983 Derivative assets 7,740 3,503 Deferred financing costs 1,828 1,930 Other 13,995 16,073 $ 77,358 $ 76,808 |
Accrued Expenses and Other Cu33
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: March 31, December 31, (in $ thousands) 2018 2017 Accrued commissions and incentives $ 356,856 $ 282,954 Accrued payroll and related 61,631 70,234 Deferred revenue 55,683 48,096 Income tax payable 35,113 32,986 Customer prepayments 34,125 15,774 Derivative liabilities 1,397 292 Accrued interest expense 4,131 12,010 Pension and post-retirement benefit liabilities 1,699 1,628 Other 26,135 45,094 $ 576,770 $ 509,068 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | Long-term debt consisted of: Interest March 31, December 31, (in $ thousands) rate Maturity 2018 2017 Senior Secured Credit Agreement Term loans – (2018 Credit Agreement) (1) L+2.50% March 2025 $ 1,385,934 $ — Term loans – (2014 Credit Agreement) (2) L+2.75% September 2021 — 2,124,439 Revolver borrowings – (2018 Credit Agreement) L+2.25% September 2022 — — Revolver borrowings – (2014 Credit Agreement) L+2.50% September 2022 — — Senior Secured Notes Senior secured notes (3) 6.00% March 2026 737,404 — Capital leases and other indebtedness 99,786 105,574 Total debt 2,223,124 2,230,01313 Less: current portion 54,089 64,291 Long-term debt $ 2,169,035 $ 2,165,722 _____________________ (1) As of March 31, 2018, the principal amount of terms loans under the 2018 Credit Agreement (as defined below ) was $1,400 million, which is netted for unamortized debt discount of $7 million and unamortized debt finance costs of $7 million. (2) As of December 31, 2017, the principal amount of terms loans under the 2014 Credit Agreement (as defined below ) was $2,154 million, which is netted for unamortized debt finance costs of $13 million and unamortized debt discount of $17 million. (3) As of March 31, 2018, the principal amount of senior secured notes was $745 million, which is netted for unamortized debt finance costs of $8 million. |
Schedule of aggregate maturities of debt | Aggregate maturities of debt as of March 31, 2018 are as follows: Capital Leases (in $ thousands) Term Senior Secured and Other Year ending March 31, Loans Notes Indebtedness 2019 $ 10,500 $ — $ 43,589 2020 14,000 — 29,951 2021 14,000 — 16,638 2022 14,000 — 8,260 2023 14,000 — 1,348 Thereafter 1,333,500 745,000 — 1,400,000 745,000 99,786 Less: Unamortized debt finance cost (7,110) (7,596) — Less: Unamortized debt discount (6,956) — — Total debt $ 1,385,934 $ 737,404 $ 99,786 |
Schedule of movement in deferred finance costs | The movements in total unamortized debt finance costs for the three months ended March 31, 2018 and 2017 are summarized below: Three Months Three Months Ended March 31, Ended March 31, (in $ thousands) 2018 2017 Balance as of January 1 $ 14,708 $ 22,855 Capitalization of debt finance costs 14,799 — Amortization (914) (1,417) Write-off on early extinguishment of debt (12,059) — Balance as of March 31 $ 16,534 $ 21,438 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | In order to protect against potential higher interest costs resulting from increases in LIBOR, as of March 31, 2018, the Company had outstanding interest rate swap contracts that fix the LIBOR rate payable as follows: Average Notional Amount Interest ($ in thousands) Period Rate 1,400,000 February 2017 to February 2019 1.4010% 1,200,000 February 2019 to February 2020 2.1906% 400,000 February 2020 to February 2021 2.1925% |
Schedule of gross fair value of derivative contracts | Presented below is a summary of the gross fair value of the Company’s derivative contracts, which have not been designated as hedging instruments, recorded on the consolidated condensed balance sheets: Fair Value Asset Fair Value (Liability) Balance Sheet March 31, December 31, Balance Sheet March 31, December 31, (in $ thousands) Location 2018 2017 Location 2018 2017 Interest rate swap contracts Other current assets $ 10,940 $ 4,799 Accrued expenses and other current liabilities $ — $ — Interest rate swap contracts Other non-current assets 7,740 3,503 Other non-current liabilities — (51) Foreign currency contracts Other current assets 11,298 10,434 Accrued expenses and other current liabilities (1,397) (292) Total fair value of derivative assets (liabilities) $ 29,978 $ 18,736 $ (1,397) $ (343) |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of March 31, 2018, the net notional amounts of the Company’s derivative contracts and the periods covered by them are as follows: March 31, December 31, (in $ thousands) 2018 2017 Interest rate swap contracts (varying contracts and periods as discussed above) $ 3,000,000 $ 3,000,000 Foreign currency contracts (covering the period until March 2019) 409,652 373,487 |
Schedule of reconciliation of the movement in the net carrying amount of derivative financial instruments | The following table provides a reconciliation of the movement in the net carrying amount of derivative financial instruments during the three months ended March 31, 2018 and 2017 : Three Months Ended Three Months Ended (in $ thousands) March 31, 2018 March 31, 2017 Net derivative asset (liability) opening balance $ 18,393 $ (19,196) Total gain for the period included in net income 16,281 2,284 (Proceeds from) payments on settlement of derivative contracts (6,093) 5,136 Net derivative asset (liability) closing balance $ 28,581 $ (11,776) |
Schedule of impact of changes in fair values of derivatives | The table below presents the impact of the changes in fair values of derivatives not designated as hedges on net income during the three months ended March 31, 2018 and 2017: Amount of Gain Recorded in Net Income Three Months Ended Location of Gain Recorded March 31, (in $ thousands) in Statement of Operations 2018 2017 Interest rate swap contracts Interest expense, net $ 11,222 $ 226 Foreign currency contracts Selling, general and administrative 5,059 2,058 $ 16,281 $ 2,284 |
Schedule of fair values of other financial instruments | The fair values of the Company’s other financial instruments are as follows: March 31, 2018 December 31, 2017 (in $ thousands) Fair Value Hierarchy Carrying Amount Fair Value Carrying Amount Fair Value Asset (liability) Derivative assets Level 2 $ 29,978 $ 29,978 $ 18,736 $ 18,736 Derivative liabilities Level 2 (1,397) (1,397) (343) (343) Total debt Level 2 (2,223,124) (2,249,765) (2,230,013) (2,258,893) |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of cash dividends declared | The Company’s Board of Directors declared the following cash dividend during the three months ended March 31, 2018: Dividend Record Payment Amount Declaration Date Per Share Date Date (in $ thousands) February 16, 2018 $ 0.075 March 1, 2018 March 15, 2018 $ 9,406 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule for activity of restricted stock units | The table below presents the activity of the Company’s RSUs for the three months ended March 31, 2018: Weighted Average Grant Date (in dollars, except number of RSUs) Number Fair Value Balance as of January 1, 2018 1,526,280 $ 13.01 Granted at fair market value 794,679 $ 14.35 Vested (1) (36,259) $ 13.07 Forfeited (129,551) $ 12.96 Balance as of March 31, 2018 2,155,149 $ 13.50 _____________________ (1) During the three months ended March 31, 2018, the Company completed net share settlements of 17,445 common shares in connection with employee taxable income created upon vesting of RSUs. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. These common shares were accounted for as treasury shares by the Company. |
Schedule for activity of performance based stock units | The table below presents the activity of the Company’s PSUs for the three months ended March 31, 2018: Weighted Average Grant Date (in dollars, except number of PSUs) Number Fair Value Balance as of January 1, 2018 2,694,999 $ 13.10 Granted at fair market value 1,444,522 $ 16.33 Forfeited (351,937) $ 12.94 Balance as of March 31, 2018 (1) 3,787,584 $ 14.32 _____________________ (1) Total estimated awards that ultimately will vest based on the Company’s forecasted performance against the pre-defined targets and before considering any adjustments that may be necessary based on the ranking of the Company’s TSR compared to the TSR of the selected group is expected to be 4,350,925 PSUs. |
Schedule for activity of stock options | The table below presents the activity of the Company’s stock options for the three months ended March 31, 2018: Weighted Average Weighted Average Remaining Aggregate Exercise Price Contractual Terms Intrinsic Value Number of Options (in dollars) (in years) (in $ thousands) Balance as of January 1, 2018 2,352,928 $ 13.51 Forfeited (107,410) $ 13.55 Exercised (290,160) $ 9.92 Expired (40,984) $ 15.53 Balance as of March 31, 2018 1,914,374 $ 14.01 7.24 $ 4,506 Exercisable as of March 31, 2018 841,211 $ 14.45 6.55 $ 1,618 Expected to vest as of March 31, 2018 1,073,163 $ 13.66 7.78 $ 2,888 |
Income Per Share (Tables)
Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of numerators and denominators used in the computation of basic and diluted income (loss) per share | The following table reconciles the numerators and denominators used in the computation of basic and diluted income per share from continuing operations: Three Months Ended March 31, (in $ thousands, except for share data) 2018 2017 Numerator – Basic and Diluted Income per Share: Net income from continuing operations $ 31,484 $ 55,863 Net (income) loss attributable to non-controlling interest in subsidiaries (402) 243 Net income from continuing operations attributable to the Company $ 31,082 $ 56,106 Denominator – Basic Income per Share: Weighted average common shares outstanding 125,428,257 124,081,175 Income per share from continuing operations – Basic $ 0.25 $ 0.45 Denominator – Diluted Income per Share: Number of common shares used for basic income per share from continuing operations 125,428,257 124,081,175 Weighted average effect of dilutive securities RSUs / PSUs 604,051 1,342,130 Stock options 98,893 93,640 Weighted average common shares outstanding 126,131,201 125,516,945 Income per share from continuing operations – Diluted $ 0.25 $ 0.45 |
Recently Issued Accounting Pr39
Recently Issued Accounting Pronouncements (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2018 | |
Basis of Presentation [Abstract] | ||
Reclassification From Prior Year Related To Adopted Guidance For Other Components From Selling General And Administrative Expense | $ 1 | |
Operating Leases, Future Minimum Payments Due | $ 98 |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Mar. 31, 2018 |
Revenues [Abstract] | ||
Recorded reduction to accumulated deficit related to revenue recognition | $ 1 | |
Decrease To Revenue Due From New Revenue Recognition Guidance | $ 1 |
Revenue (Revenue Disaggregated
Revenue (Revenue Disaggregated by Revenue Source) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues [Abstract] | ||
Travel Commerce Platform, Air, Revenue | $ 472,935 | |
Travel Commerce Platform, Beyond Air, Revenue | 179,751 | |
Travel Commerce Platform, Revenue | 652,686 | |
Technology Services Revenue | 25,152 | |
Revenues, Total | 677,838 | $ 650,763 |
Net Revenue, Other Than From Contracts With Customers | $ 18,000 |
Revenue (Revenue Disaggregate42
Revenue (Revenue Disaggregated by Region) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Travel Commerce Platform, Revenue | $ 652,686 |
Net Revenue, Other Than From Contracts With Customers | 18,000 |
International | |
Travel Commerce Platform, Revenue | 494,958 |
Pacific | |
Travel Commerce Platform, Revenue | 141,551 |
Europe | |
Travel Commerce Platform, Revenue | 244,442 |
Latin America And Canada | |
Travel Commerce Platform, Revenue | 29,859 |
Middle East And Africa | |
Travel Commerce Platform, Revenue | 79,106 |
United States | |
Travel Commerce Platform, Revenue | $ 157,728 |
Revenue (Opening and closing ba
Revenue (Opening and closing balances of accounts receivables, contract assets and current and long term contract liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Revenues [Abstract] | ||
Accounts Receivable | $ 231,336 | $ 174,765 |
Accounts Receivable, Increase (Decrease) | 56,571 | |
Deferred Revenue, Current | 32,186 | 32,010 |
Deferred Revenue Current, Increase (Decrease) | 176 | |
Deferred Revenue, Noncurrent | 6,367 | $ 6,056 |
Deferred Revenue Non-Current, Increase (Decrease) | $ 311 |
Revenue (Remaining Performance
Revenue (Remaining Performance Obligations) (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Revenues [Abstract] | ||
Net Revenue Recognized Offsetting Performance Obligations | $ 6 | |
Revenue, Remaining Performance Obligation | $ 57 | |
Revenue, Remaining Performance Obligation, Expected Recognized Revenue Next 24 Months | 78.00% | |
Revenue, Remaining Performance Obligation, Expected Recognized Revenue Next 12 Months | 45.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 1 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Deferred Tax Assets, Operating Loss Carryforwards | $ 197 | |
Operating Loss Carryforwards, Valuation Allowance | 187 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | 400 | |
State and Local Jurisdiction [Member] | ||
State NOL carry forwards, alternative minimum tax, and other tax credits carry forwards | 27 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 345 | |
United Kingdom | ||
Realized Benefit Related To Release Of Valuation Allowance On Deferred Tax Assets | $ 10 |
Other Current Assets (Summary o
Other Current Assets (Summary of Other Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Sales and use tax receivables | $ 32,309 | $ 30,163 |
Prepaid expenses | 28,268 | 24,271 |
Client funds | 34,125 | 15,774 |
Prepaid incentives | 16,236 | 16,677 |
Derivative assets | 22,238 | 15,233 |
Other | 9,350 | 7,606 |
Other current assets, Total | $ 142,526 | $ 109,724 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Capital lease assets | $ 210 | $ 208 | |
Capital lease assets, accumulated depreciation | 116 | $ 107 | |
Depreciation expense | $ 38 | $ 43 |
Property and Equipment, Net (Su
Property and Equipment, Net (Summary of Property and Equipment, Net) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,516,965 | $ 1,481,613 |
Accumulated Depreciation | (1,081,611) | (1,049,872) |
Net | 435,354 | 431,741 |
Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,074,053 | 1,029,772 |
Accumulated Depreciation | (850,777) | (829,416) |
Net | 223,276 | 200,356 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 346,769 | 346,846 |
Accumulated Depreciation | (217,089) | (207,484) |
Net | 129,680 | 139,362 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 33,389 | 32,834 |
Accumulated Depreciation | (13,745) | (12,972) |
Net | 19,644 | 19,862 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 62,754 | 72,161 |
Net | $ 62,754 | $ 72,161 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Customer loyalty payments in cash | $ 27,366 | $ 16,755 | |
Amount payable for customer loyalty payments | 94,000 | $ 77,000 | |
Japan Acquisition | |||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Amortization expense | 10,000 | 10,000 | |
Customer Loyalty Payments [Member] | |||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Amortization expense | $ 22,000 | $ 19,000 |
Intangible Assets (Changes in C
Intangible Assets (Changes in Carrying Amount of Goodwill and Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill | ||
Goodwill, Beginning Balance | $ 1,089,590 | $ 1,079,951 |
Goodwill, Foreign Exchange | 925 | 2,364 |
Goodwill, Ending Balance | 1,090,515 | 1,082,315 |
Trademarks and tradenames | ||
Trademarks and tradenames, Beginning Balance | 313,097 | 313,097 |
Trademarks and tradenames, Ending Balance | 313,097 | 313,097 |
Other Intangible Assets: | ||
Other intangible assets, net, Beginning Balance | 496,180 | 511,607 |
Other intangible assets, net, Additions | 12,617 | (833) |
Other intangible assets, net, Retirements | (236) | |
Other intangible assets, net, Foreign Exchange | 1,139 | (24) |
Other intangible assets, net, Ending Balance | 509,700 | 510,750 |
Acquired Intangible Assets [Member] | ||
Other Intangible Assets: | ||
Other intangible assets, Gross, Beginning Balance | 743,549 | 1,127,059 |
Other intangible assets, Gross, Retirements | (368,715) | |
Other intangible assets, Gross, Foreign Exchange | 6 | 26 |
Other intangible assets, Gross, Ending Balance | 743,555 | 758,370 |
Accumulated amortization, Beginning Balance | (461,666) | (804,089) |
Accumulated amortization, Additions | (10,166) | (10,392) |
Accumulated amortization, Retirements | 368,715 | |
Accumulated amortization, Foreign Exchange | (32) | (52) |
Accumulated amortization, Ending Balance | (471,864) | (445,818) |
Other intangible assets, net, Beginning Balance | 281,883 | 322,970 |
Other intangible assets, net, Additions | 10,166 | (10,392) |
Other intangible assets, net, Foreign Exchange | (26) | (26) |
Other intangible assets, net, Ending Balance | 271,691 | 312,552 |
Customer Loyalty Payments [Member] | ||
Other Intangible Assets: | ||
Other intangible assets, Gross, Beginning Balance | 380,841 | 358,259 |
Other intangible assets, Gross, Additions | 45,126 | 28,354 |
Other intangible assets, Gross, Retirements | (10,551) | (12,908) |
Other intangible assets, Gross, Foreign Exchange | 2,008 | 2,076 |
Other intangible assets, Gross, Ending Balance | 417,424 | 375,781 |
Accumulated amortization, Beginning Balance | (166,544) | (169,622) |
Accumulated amortization, Additions | (22,343) | (18,795) |
Accumulated amortization, Retirements | 10,315 | 12,908 |
Accumulated amortization, Foreign Exchange | (843) | (2,074) |
Accumulated amortization, Ending Balance | (179,415) | (177,583) |
Other intangible assets, net, Beginning Balance | 214,297 | 188,637 |
Other intangible assets, net, Additions | 22,783 | 9,559 |
Other intangible assets, net, Retirements | (236) | |
Other intangible assets, net, Foreign Exchange | 1,165 | 2 |
Other intangible assets, net, Ending Balance | $ 238,009 | $ 198,198 |
Other Non-Current Assets (Summa
Other Non-Current Assets (Summary of Other Non-Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Supplier prepayments | $ 8,461 | $ 10,983 |
Prepaid incentives | 35,349 | 35,645 |
Pension assets | 9,985 | 8,674 |
Deferred financing costs | 1,828 | 1,930 |
Derivative assets | 7,740 | 3,503 |
Other | 13,995 | 16,073 |
Other non-current assets, Total | $ 77,358 | $ 76,808 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring charges recognized | $ 0 | $ 3 |
Accrued Expenses and Other Cu53
Accrued Expenses and Other Current Liabilities (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued customer loyalty payments | $ 94 | $ 77 |
Accrued Expenses and Other Cu54
Accrued Expenses and Other Current Liabilities (Summary of Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued commissions and incentives | $ 356,856 | $ 282,954 |
Accrued payroll and related | 61,631 | 70,234 |
Deferred revenue | 55,683 | 48,096 |
Income tax payable | 35,113 | 32,986 |
Customer prepayments | 34,125 | 15,774 |
Derivative liabilities | 1,397 | 292 |
Accrued interest expense | 4,131 | 12,010 |
Pension and post-retirement benefit liabilities | 1,699 | 1,628 |
Other | 26,135 | 45,094 |
Accrued expenses and other current liabilities | $ 576,770 | $ 509,068 |
Long-Term Debt (Senior Secured
Long-Term Debt (Senior Secured Credit Agreement) (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Gains (Losses) on Extinguishment of Debt | $ (27,661,000) | |||
Amortization of Financing Costs | 914,000 | $ 1,417,000 | ||
Repayments of Long-term Capital Lease Obligations | 7,000,000 | |||
Capital Lease Obligations Incurred | 2,164,000 | $ 1,651,000 | ||
Repayments of Other Debt | 1,000,000 | |||
Senior Secured Credit Agreement | Credit Agreement 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amounts of term loans | $ 1,400,000,000 | $ 1,400,000,000 | ||
Debt Instrument, Issued Discount Rate | 0.50% | |||
Debt Instrument, Quarterly Amortization Rate | 0.25% | |||
Senior Secured Credit Agreement | Credit Agreement 2018 [Member] | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||
Senior Secured Credit Agreement | Credit Agreement 2018 [Member] | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||
Senior Secured Credit Agreement | Credit Agreement 2014 [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amounts of term loans | $ 2,154,000,000 | |||
Debt Instrument, Periodic Payment | $ 6,000,000 | |||
Debt Instrument, Frequency of Periodic Payment | quarterly | |||
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Description of Variable Rate Basis | L+2.50% | |||
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2014 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Description of Variable Rate Basis | L+2.75% | |||
Senior Secured Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 150,000,000 | $ 150,000,000 | ||
Line Of Credit Facility, Utilized | 8,000,000 | 8,000,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 142,000,000 | $ 142,000,000 | ||
Senior Secured Credit Agreement | Revolving Credit Facility | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||
Senior Secured Credit Agreement | Revolving Credit Facility | LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | |||
Senior Secured Credit Agreement | Revolving Credit Facility | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||
Senior Secured Credit Agreement | Revolving Credit Facility | Credit Agreement 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Description of Variable Rate Basis | L+2.25% | |||
Senior Secured Credit Agreement | Revolving Credit Facility | Credit Agreement 2014 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Description of Variable Rate Basis | L+2.50% | |||
Senior Secured Credit Agreement | Letter Of Credit Sub Limit [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | $ 100,000,000 |
Long-Term Debt (Senior Secure56
Long-Term Debt (Senior Secured Notes) (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Term Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,385,934,000 | |
Senior Secured Credit Agreement | Credit Agreement 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amounts of term loans | 1,400,000,000 | |
Senior Secured Credit Agreement | Credit Agreement 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amounts of term loans | $ 2,154,000,000 | |
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,385,934,000 | |
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,124,439,000 | |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Principal amounts of term loans | 745,000,000 | |
Long-term debt | $ 737,404,000 | |
Variable interest rate percentage | 6.00% |
Long-Term Debt (Debt Finance Co
Long-Term Debt (Debt Finance Costs) (Narrative) (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Debt finance cost in relation to letter of credit facility | $ 2 | $ 2 |
Senior Secured Credit Agreement | ||
Debt Instrument [Line Items] | ||
Unamortized debt finance costs | 7 | 13 |
Senior Secured Credit Agreement | Credit Agreement 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt finance costs | 7 | |
Senior Secured Credit Agreement | Credit Agreement 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized debt finance costs | $ 13 | |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Unamortized debt finance costs | $ 8 |
Long-Term Debt (Summary of Long
Long-Term Debt (Summary of Long-Term Debt) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Capital leases and other indebtedness | $ 99,786 | $ 105,574 |
Total debt | 2,223,124 | 2,230,013 |
Less: current portion | 54,089 | 64,291 |
Long-term debt | 2,169,035 | 2,165,722 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,385,934 | |
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description on variable rate | L+2.50% | |
Maturity | Mar. 1, 2025 | |
Long-term debt | $ 1,385,934 | |
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description on variable rate | L+2.75% | |
Maturity | Sep. 1, 2021 | |
Long-term debt | $ 2,124,439 | |
Senior Secured Credit Agreement | Revolving Credit Facility | Credit Agreement 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description on variable rate | L+2.25% | |
Maturity | Sep. 1, 2022 | |
Senior Secured Credit Agreement | Revolving Credit Facility | Credit Agreement 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description on variable rate | L+2.50% | |
Maturity | Sep. 1, 2022 | |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Variable interest rate percentage | 6.00% | |
Maturity | Mar. 1, 2026 | |
Long-term debt | $ 737,404 |
Long-Term Debt (Summary of Lo59
Long-Term Debt (Summary of Long-Term Debt) (Table Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Term Loans | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount | $ 6,956,000 | |
Senior Secured Credit Agreement | ||
Debt Instrument [Line Items] | ||
Unamortized debt finance costs | 7,000,000 | $ 13,000,000 |
Senior Secured Credit Agreement | Credit Agreement 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amounts of term loans | 1,400,000,000 | |
Unamortized debt finance costs | 7,000,000 | |
Unamortized debt discount | 7,000,000 | |
Senior Secured Credit Agreement | Credit Agreement 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amounts of term loans | 2,154,000,000 | |
Unamortized debt finance costs | 13,000,000 | |
Unamortized debt discount | $ 17,000,000 | |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Principal amounts of term loans | 745,000,000 | |
Unamortized debt finance costs | $ 8,000,000 | |
Debt Instrument, Basis Spread on Variable Rate | 6.00% |
Long-Term Debt (Aggregate Matur
Long-Term Debt (Aggregate Maturities of Debt) (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Capital Leases and Other Indebtedness, 2019 | $ 43,589 |
Capital Leases and Other Indebtedness, 2020 | 29,951 |
Capital Leases and Other Indebtedness, 2021 | 16,638 |
Capital Leases and Other Indebtedness, 2022 | 8,260 |
Capital Leases and Other Indebtedness, 2023 | 1,348 |
Capital Leases and Other Indebtedness, Total | 99,786 |
Senior Secured Notes | |
Debt, Thereafter | 745,000 |
Long-term debt, Total | 745,000 |
Less: Unamortized debt finance cost | (7,596) |
Long-term Debt, Total | 737,404 |
Term Loans | |
Debt, 2019 | 10,500 |
Debt, 2020 | 14,000 |
Debt, 2021 | 14,000 |
Debt, 2022 | 14,000 |
Debt, 2023 | 14,000 |
Debt, Thereafter | 1,333,500 |
Long-term debt, Total | 1,400,000 |
Less: Unamortized debt finance cost | (7,110) |
Less: Unamortized debt discount | (6,956) |
Long-term Debt, Total | $ 1,385,934 |
Long-Term Debt (Summary of Move
Long-Term Debt (Summary of Movement in Deferred Financing Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Deferred Finance Costs Noncurrent Net [Roll Forward] | ||
Balance as of January 1 | $ 14,708 | $ 22,855 |
Capitalization of debt finance costs | 14,799 | |
Amortization | (914) | (1,417) |
Write-off on early extinguishment of debt | (12,059) | |
Balance as of December 31 | $ 16,534 | $ 21,438 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Net asset position related to derivative financial instruments | $ 29 |
Probability of default percentage | 1.00% |
Credit default recovery rate percentage, derivative assets | 75.00% |
Credit default recovery rate percentage, derivative liabilities | 65.00% |
Credit risk fair value adjustments, percentage | 15.00% |
Change in unobservable inputs percentage | 10.00% |
Average Libor Rate Applied For Year | 1.64% |
Financial Instruments (Interest
Financial Instruments (Interest Rate Risk) (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Debt Instrument, Redemption, Period One [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 1,400 |
Debt Instrument, Redemption, Period Two [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | 1,200 |
Debt Instrument, Redemption, Period Three [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 400 |
LIBOR | Debt Instrument, Redemption, Period One [Member] | |
Derivative [Line Items] | |
Derivative, Average Variable Interest Rate | 1.401% |
LIBOR | Debt Instrument, Redemption, Period Two [Member] | |
Derivative [Line Items] | |
Derivative, Average Variable Interest Rate | 2.1906% |
LIBOR | Debt Instrument, Redemption, Period Three [Member] | |
Derivative [Line Items] | |
Derivative, Average Variable Interest Rate | 2.1925% |
Financial Instruments (Summary
Financial Instruments (Summary of Fair Value of Company's Derivative Contracts) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | $ 22,238 | $ 15,233 |
Fair Value (Liability) | (1,397) | (292) |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 29,978 | 18,736 |
Fair Value (Liability) | (1,397) | (343) |
Interest rate swaps | Derivatives not designated as hedging instruments | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 10,940 | 4,799 |
Interest rate swaps | Derivatives not designated as hedging instruments | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 7,740 | 3,503 |
Interest rate swaps | Derivatives not designated as hedging instruments | Other Noncurrent Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | (51) | |
Foreign currency contracts | Derivatives not designated as hedging instruments | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 11,298 | 10,434 |
Foreign currency contracts | Derivatives not designated as hedging instruments | Accrued Expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | $ (1,397) | $ (292) |
Financial Instruments (Notional
Financial Instruments (Notional Amounts of Derivative Contracts) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Notional Amount | $ 3,000,000 | $ 3,000,000 |
Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Notional Amount | $ 409,652 | $ 373,487 |
Financial Instruments (Summar66
Financial Instruments (Summary of Reconciliation of Net Carrying Amount of Derivative Financial Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative Fair Value Of Derivative Net [Roll Forward] | ||
Net derivative liability opening balance | $ 18,393 | $ (19,196) |
Total loss for the period included in net income | 16,281 | 2,284 |
Payment on settlement of foreign currency derivative contracts | (6,093) | 5,136 |
Net derivative asset (liability) closing balance | $ 28,581 | $ (11,776) |
Financial Instruments (Impact o
Financial Instruments (Impact of Changes in Fair Values of Derivatives) (Details) - Derivatives not designated as hedging instruments - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivatives, Fair Value [Line Items] | ||
Amount of (Loss) Gain Recorded in Net Income | $ 16,281 | $ 2,284 |
Interest rate swaps | Interest expense, net | ||
Derivatives, Fair Value [Line Items] | ||
Amount of (Loss) Gain Recorded in Net Income | 11,222 | 226 |
Foreign currency contracts | Selling, general and administrative | ||
Derivatives, Fair Value [Line Items] | ||
Amount of (Loss) Gain Recorded in Net Income | $ 5,059 | $ 2,058 |
Financial Instruments (Fair Val
Financial Instruments (Fair Values of Company's Other Financial Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | $ 22,238 | $ 15,233 |
Derivative liabilities | (1,397) | (292) |
Total debt | (2,223,124) | (2,230,013) |
Carrying Amount [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | 29,978 | 18,736 |
Derivative liabilities | (1,397) | (343) |
Total debt | (2,223,124) | (2,230,013) |
Fair Value [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | 29,978 | 18,736 |
Derivative liabilities | (1,397) | (343) |
Total debt | $ (2,249,765) | $ (2,258,893) |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Millions | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding purchase commitments | $ 80 |
Purchase obligation for next 12 months | $ 44 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - $ / shares | May 02, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Equity Note [Line Items] | |||
Cash dividends declared per common share | $ 0.075 | $ 0.075 | |
Dividend payable, declaration date | Feb. 16, 2018 | ||
Subsequent Event | |||
Equity Note [Line Items] | |||
Cash dividends declared per common share | $ 0.075 | ||
Dividend payable, declaration date | May 2, 2018 |
Equity (Summary of cash dividen
Equity (Summary of cash dividends declared) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Equity [Abstract] | ||
Dividend Per Share | $ 0.075 | $ 0.075 |
Declaration Date | Feb. 16, 2018 | |
Record Date | Mar. 1, 2018 | |
Payment Date | Mar. 15, 2018 | |
Amount (in $ thousands) | $ 9,406 |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative 1) (Details) - Restricted Share Units (RSU) | 3 Months Ended |
Mar. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards granted | 794,679 |
Share-based Compensation Award, Tranche One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards granted | 592,579 |
Share-based Compensation Award, Tranche Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of awards granted | 202,100 |
Equity-Based Compensation (Na73
Equity-Based Compensation (Narrative 2) (Details) $ in Millions | Mar. 31, 2018USD ($) |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Future equity-based compensation expense | $ 73 |
Equity-Based Compensation (Na74
Equity-Based Compensation (Narrative 3) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Future equity-based compensation expense | $ 73 | |
Common stock issued | 127,260,153 | 126,967,010 |
Total equity-based compensation expense | $ 5 | $ 8 |
Equity-based compensation expense net of tax | $ 4 | 7 |
Income tax benefit related to stock-based compensation expense | $ 1 | |
Restricted Share Units (RSU) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted | 794,679 | |
Performance Share Units (PSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted | 1,246,803 |
Equity-Based Compensation (Summ
Equity-Based Compensation (Summary of Company's Equity Award Programs RSUs) (Details) - Restricted Share Units (RSU) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of RSUs | |
Beginning Balance | shares | 1,526,280 |
Granted at fair market value | shares | 794,679 |
Vested | shares | (36,259) |
Forfeited | shares | (129,551) |
Ending Balance | shares | 2,155,149 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 13.01 |
Granted at fair market value | $ / shares | 14.35 |
Vested | $ / shares | 13.07 |
Forfeited | $ / shares | 12.96 |
Ending Balance | $ / shares | $ 13.50 |
Equity-Based Compensation (Su76
Equity-Based Compensation (Summary of Company's Equity Award Programs) (Table Narrative) (Details) | 3 Months Ended |
Mar. 31, 2018shares | |
Restricted Share Units (RSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share units and stock options, net share settlements | 17,445 |
Equity-Based Compensation (Su77
Equity-Based Compensation (Summary of activity of PSUs) (Details) - Performance Based Restricted Share Units [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of PSUs | |
Beginning Balance | 2,694,999 |
Granted at fair market value | 1,444,522 |
Forfeited | (351,937) |
Ending Balance | 3,787,584 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 13.10 |
Granted at fair market value | $ / shares | 16.33 |
Forfeited | $ / shares | 12.94 |
Ending Balance | $ / shares | $ 14.32 |
Estimated awards that will vest | 4,350,925 |
Equity-Based Compensation (Equi
Equity-Based Compensation (Equity-Based Compensation Expense Recognized in Consolidated Financial Statements) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Number of Options | |
Beginning Balance | shares | 2,352,928 |
Forfeited | shares | (107,410) |
Exercised | shares | (290,160) |
Expired | shares | (40,984) |
Ending Balance | shares | 1,914,374 |
Exercisable | shares | 841,211 |
Expected to vest | shares | 1,073,163 |
Weighted Average Exercise Price (in dollars) | |
Beginning Balance | $ / shares | $ 13.51 |
Forfeited | $ / shares | 13.55 |
Exercised | $ / shares | 9.92 |
Expired | $ / shares | 15.53 |
Ending Balance | $ / shares | 14.01 |
Exercisable | $ / shares | 14.45 |
Expected to vest | $ / shares | $ 13.66 |
Weighted Average Remaining Contractual Terms (in years) | |
Balance | 7 years 2 months 27 days |
Exercisable | 6 years 6 months 18 days |
Expected to vest | 7 years 9 months 11 days |
Aggregate Intrinsic Value (in $ thousands) | |
Balance | $ | $ 4,506 |
Exercisable | $ | 1,618 |
Expected to vest | $ | $ 2,888 |
Income Per Share (Narrative) (D
Income Per Share (Narrative) (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
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 | 2 |
Income Per Share (Summary of nu
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 | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator - Basic and Diluted income per share: | ||
Net income from continuing operations | $ 31,484 | $ 55,863 |
Net loss (income) attributable to non-controlling interest in subsidiaries | (402) | 243 |
Net income from continuing operations attributable to the Company | $ 31,082 | $ 56,106 |
Denominator - Basic Income per Share: | ||
Weighted average common shares outstanding (in shares) | 125,428,257 | 124,081,175 |
Income per share - Basic (in dollars per share) | $ 0.25 | $ 0.45 |
Denominator - Diluted Income per Share: | ||
Number of common shares used for basic income per share | 125,428,257 | 124,081,175 |
Weighted average effect of dilutive securities | ||
RSUs | 604,051 | 1,342,130 |
Stock Options | 98,893 | 93,640 |
Weighted average common shares outstanding (in shares) | 126,131,201 | 125,516,945 |
Income per share - Diluted (in dollars per share) | $ 0.25 | $ 0.45 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operation, Provision for Loss (Gain) on Disposal, before Income Tax | $ (28) |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - $ / shares | May 02, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Subsequent Event [Line Items] | |||
Dividend per share | $ 0.075 | $ 0.075 | |
Dividend payable, declaration date | Feb. 16, 2018 | ||
Dividend payable, payment date | Mar. 15, 2018 | ||
Dividend payable, record date | Mar. 1, 2018 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Dividend per share | $ 0.075 | ||
Dividend payable, declaration date | May 2, 2018 | ||
Dividend payable, payment date | Jun. 21, 2018 | ||
Dividend payable, record date | Jun. 7, 2018 |