Expedia Group, Inc. · NASDAQ:EXPE
Expedia — Merger or Acquisition (November 2015)
20 slides from Expedia's merger presentation, Nov 4, 2015
Slide 1: Expedia Agrees to Acquire HomeAway
EXPEDIA AGREES TO ACQUIRE HOMEAWAY NOVEMBER 2015
Slide 2: Safe Harbor and Other Information
Safe Harbor and Other Information Forward-Looking Statements. This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance. These statements are not guarantees of future p
Slide 3: Safe Harbor and Other Information, cont.
Safe Harbor and Other Information, cont. Additional Information and Where to Find It The exchange offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor
Slide 4: Agenda
Agenda HomeAway Transaction Summary Expedia, Inc. Update HomeAway Opportunity 4
Slide 5: HomeAway Transaction Highlights
HomeAway Transaction Highlights • Expedia will acquire HomeAway for $38.31 per share, or $3.9B equity value, based on Expedia’s closing price on November 3, 2015 • Offering ~$1B in cash consideration with the balance in Expedia stock Transaction • HomeAway shareholders to receive $10.15 in cash per
Slide 6: Expedia: Strong Growth, Consistent Execution
Expedia: Strong Growth, Consistent Execution 6
Slide 7: Established Brands with Global Reach
Established Brands with Global Reach Dynamic portfolio of travel brands with more than 130 sites in over 60 countries featuring the world’s broadest supply portfolio including 271,000 properties in 200 countries, 400 airlines, packages, rental cars, cruises and destination services and activities A
Slide 8: Strategic Rationale of HomeAway Acquisition
Strategic Rationale of HomeAway Acquisition Instant leadership position in fast growing ~$100B vacation rental market1 Ability to accelerate HomeAway’s business model shift and growth via Expedia’s transactional business model expertise and technology leadership Targeting significant earnings growth
Slide 9: Vacation Rentals and Alternative Lodging – A Huge Market, Growing in Importance
Vacation Rentals and Alternative Lodging – A Huge Market, Growing in Importance $100B VACATION RENTAL MARKET REPRESENTS A HUGE GROWTH % OF US TRAVELERS WHO HAVE RENTED OPPORTUNITY1 PRIVATE ACCOMMODATIONS2 25% 22% 15% 26% 17% 14% 13% 10% 9% 59% 3% 3% 2012 2013 2014 Europe US ROW Shared Space Home / A
Slide 10: Key Attributes of HomeAway
Key Attributes of HomeAway PAID LISTINGS (000s) REVENUE ($M) Leader in massive, fast-growing market ~$100B vacation rental market1 1,195 $485 1,043 $447 First mover that built a global platform 890 $346 Over 40 sites in over 20 languages 712 $280 Established and trusted brands VRBO, HomeAway, FeWoDi
Slide 11: The HomeAway Transition Opportunity
The HomeAway Transition Opportunity 2015 Estimated Annual Gross Bookings 2015 Estimated Take Rates (Billions) 15% $14-16 10-12% $9 $9 3% Home Away Air BnB Booking.com Home Away Air BnB Booking.com Note: Airbnb and Booking.com data from Deutsche Bank report, June 2015. HomeAway 2015 gross bookings es
Slide 12: Gives Expedia Industry Leading Lodging Position and Expands Addressable Market
Gives Expedia Industry Leading Lodging Position and Expands Addressable Market … And HomeAway Adds Significantly Expedia Already Has Scale in Hotels… More Lodging Alternatives $6.3B Number of Hotels / Lodging Alternatives3 TTM 9/30/15 Revenues 271,000 Other¹ ~271k Hotels in 1,195,000 Hotels 200+ Cou
Slide 13: How Expedia Will Help Improve HomeAway
How Expedia Will Help Improve HomeAway Technology leader in travel with proven transactional capabilities Track record of successful transformations and integrations Global leader in variable marketing and consumer led innovation (web analytics, A/B Testing) Enable HomeAway to expedite deployment of
Slide 14: Appendices
expedia Inc. 14
Slide 15: HomeAway Impact to Adjusted EBITDA
HomeAway Impact to Adjusted EBITDA EXPEDIA HOMEAWAY $ Millions TTM 3Q15 TTM 3Q15 PRO FORMA Adjusted EBITDA excluding eLong $1,162 eLong Adjusted EBITDA (89) Adjusted EBITDA $1,073 $118 $1,191 Total Debt / EBITDA (Excl. eLong) 2.1 x - 2.1 x Depreciation and Amortization (420) (34) (454) Legal Reserve
Slide 16: Non-GAAP / GAAP Reconciliation: Adjusted EBITDA
Non-GAAP / GAAP Reconciliation: Adjusted EBITDA $ Millions 2012 2013 2014 TTM 3Q15 Adjusted EBITDA excluding eLong $804 $891 $1,051 $1,162 eLong Adjusted EBITDA (1) (12) (27) (89) Adjusted EBITDA $803 $879 $1,025 $1,073 Depreciation (164) (212) (266) (312) Amortization of Intangible Assets (32) (72)
Slide 17: Non-GAAP / GAAP Reconciliation: Free Cash Flow
Non-GAAP / GAAP Reconciliation: Free Cash Flow $ Millions 2009 2010 2011 2012 2013 2014 TTM 3Q15 Cash provided by operations $574 $605 $826 $1,237 $763 $1,367 $1,342 Capital expenditures (79) (136) (208) (236) (309) (328) (714) Free cash flow $495 $469 $618 $1,001 $455 $1,039 $628 Note: Numbers may
Slide 18: Non-GAAP / GAAP Reconciliation: Adjusted EBITDA
Non-GAAP / GAAP Reconciliation: Adjusted EBITDA $ Millions 3Q15 Expedia (excluding eLong) Adjusted EBITDA excluding the Impacts of Orbitz Worldwide $486 Orbitz Worldwide Deal and Integration Costs (7) Negative Impact of Consolidating the Orbitz Worldwide Financial Statements (10) Expedia (excluding
Slide 19: Non-GAAP / GAAP Reconciliation: Adjusted EBITDA
Non-GAAP / GAAP Reconciliation: Adjusted EBITDA $ Thousands 2012 2013 2014 TTM 3Q15 Adjusted EBITDA $80,317 $96,775 $119,386 $118,196 Depreciation and Amortization (23,489) (25,067) (30,842) (33,505) Stock-Based Compensation (27,033) (37,887) (48,518) (50,423) Operating Income (Loss) $29,795 $33,821
Slide 20: Non-GAAP / GAAP Reconciliation: Free Cash Flow
Non-GAAP / GAAP Reconciliation: Free Cash Flow $ Thousands 2012 2013 2014 TTM 3Q15 Cash provided by operations $95,403 $104,362 $145,364 $153,043 Cash paid for interest - - 253 503 Excess tax benefit from stock-based compensation 7,122 8,226 3,092 8,670 Capital expenditures (17,260) (19,616) (31,647
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