Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 7, 2010

 

 

THE WASHINGTON POST COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-6714   53-0182885

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1150 15th Street, N.W. Washington, D.C.   20071
(Address of principal executive offices)   (Zip Code)

(202) 334-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On May 7, 2010, The Washington Post Company issued a press release announcing the Company’s earnings for the first quarter ended April 4, 2010. A copy of this press release is furnished with this report as an exhibit to this Form 8-K.

 

Item 7.01 Regulation FD Disclosure

Exhibit 99.2 provides supplemental financial information for Newsweek for fiscal years 2009, 2008 and 2007 and the first quarters of 2010 and 2009.

 

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 The Washington Post Company Earnings Release Dated May 7, 2010.

Exhibit 99.2 Supplemental Financial Information for Newsweek.

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      The Washington Post Company
      (Registrant)
Date May 7, 2010      

/s/ Hal S. Jones

      Hal S. Jones
      Senior Vice President - Finance
      (Principal Financial Officer)

 

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Exhibit Index

 

Exhibit 99.1    The Washington Post Company Earnings Release dated May 7, 2010.
Exhibit 99.2    Supplemental Financial Information for Newsweek.

 

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The Washington Post Company Earnings Release

Exhibit 99.1

 

Contact:    Hal S. Jones    For Immediate Release
   (202) 334-6645    May 7, 2010

THE WASHINGTON POST COMPANY REPORTS

FIRST QUARTER EARNINGS

WASHINGTON – The Washington Post Company (NYSE: WPO) today reported net income available for common stock of $45.4 million ($4.91 per share) for its first quarter ended April 4, 2010, compared to a net loss available for common stock of $19.2 million ($2.04 loss per share) in the first quarter of last year.

Results for the first quarter of 2009 included $13.4 million in accelerated depreciation at The Washington Post (after-tax impact of $8.3 million, or $0.89 per share); $16.9 million in restructuring charges related to Kaplan’s Score and Test Preparation operations (after-tax impact of $10.5 million, or $1.12 per share); and $6.6 million in early retirement program expense at Newsweek (after-tax impact of $4.1 million, or $0.44 per share).

Revenue for the first quarter of 2010 was $1,171.2 million, up 11% from $1,054.1 million in 2009. The increase is due to revenue growth at the education, television broadcasting and cable television divisions, offset by revenue declines at the magazine publishing and newspaper publishing divisions. The Company reported operating income of $92.5 million in the first quarter of 2010, compared to an operating loss of $19.6 million in 2009. Operating results improved at all of the Company’s divisions for the quarter.

The Company’s operating income for the first quarter of 2010 includes $0.4 million of net pension credits, compared to $1.3 million, excluding early retirement programs, in the first quarter of 2009.

Division Results

Education

Education division revenue totaled $711.4 million for the first quarter of 2010, a 20% increase over revenue of $593.5 million for the first quarter of 2009. Kaplan reported first quarter 2010 operating income of $57.9 million, up from $11.2 million in the first quarter of 2009.

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A summary of Kaplan’s first quarter operating results compared to 2009 is as follows:

 

     First Quarter  
(In thousands)    2010     2009     % Change  

Revenue

      

Higher education

   $ 442,584      $ 333,535      33   

Test preparation, excluding Score

     102,419        108,811      (6

Score

     —          4,773      —     

Kaplan international

     133,985        117,916      14   

Kaplan ventures

     34,732        31,017      12   

Kaplan corporate

     1,291        610      —     

Intersegment elimination

     (3,629     (3,132   —     
                  
   $ 711,382      $ 593,530      20   
                  

Operating income (loss)

      

Higher education

   $ 85,893      $ 36,922      —     

Test preparation, excluding Score

     (6,801     4,923      —     

Score

     —          (17,636   —     

Kaplan international

     4,527        6,773      (33

Kaplan ventures

     (6,679     (2,112   —     

Kaplan corporate

     (13,190     (10,460   (26

Kaplan stock compensation

     (535     (1,761   70   

Amortization of intangible assets

     (5,276     (5,541   5   

Intersegment elimination

     9        54      —     
                  
   $ 57,948      $ 11,162      —     
                  

In the first quarter of 2010, Kaplan made several minor changes to its operating and reporting structure: Kaplan Compliance Solutions was moved from Kaplan Ventures to Test Preparation; Kaplan Continuing Education was moved from Test Preparation to Kaplan Ventures; and Colloquy (a business that provides online services to nonprofit higher education institutions) was moved from Kaplan Higher Education to Kaplan Ventures. The division results presented above reflect these changes.

Kaplan Higher Education (KHE) includes Kaplan’s domestic post-secondary education businesses, made up of fixed-facility colleges and online post-secondary and career programs. Higher education revenue and operating income grew significantly in the first quarter of 2010 due to strong enrollment growth and improved margins. Student starts increased in the first quarter of 2010 compared to the prior year, particularly at Kaplan University; however, the percentage growth rate was lower than in the first quarter of 2009. A summary of KHE student enrollment for the first quarter of 2010 as compared to 2009 is as follows:

 

     As of March 31,     
     2010    2009    % Change

KHE Student Enrollment

        

Total students

        

Kaplan University

   70,514    51,735    36

Kaplan Higher Education Campuses

   48,779    43,854    11
            
   119,293    95,589    25
            

 

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     For the Quarter Ended     
     March 31, 2010    March 31, 2009     

New student starts

        

Kaplan University

   25,169    21,135    19

Kaplan Higher Education Campuses

   15,346    14,607    5
            
   40,515    35,742    13
            

Kaplan University and Kaplan Higher Education Campuses enrollment at March 31, 2010, and March 31, 2009, by degree and certificate programs were as follows:

 

     As of March 31,  
     2010     2009  

Certificate

   26.2   30.7

Associate’s

   34.1   31.6

Bachelor’s

   33.5   33.1

Master’s

   6.2   4.6
            
   100   100
            

The U.S. Department of Education is expected to issue proposed regulations in the second quarter of 2010 that could amend or add to existing Title IV regulations. The proposed regulations may include revised standards governing the payment of incentive compensation to admissions and financial aid advisors; a new definition of “gainful employment” that is based on student tuition and debt levels and other factors; and other changes to Title IV eligibility requirements for institutions, programs and students. The changes ultimately made to the Title IV regulations could adversely affect, among other things, Kaplan’s ability to retain admissions and financial aid advisors and the ability of Kaplan Higher Education division’s programs and students to qualify for Title IV financial assistance, and could otherwise have a material adverse effect on Kaplan’s operating results. The Department of Education has stated its intent to publish any new final regulations by November 1, 2010, which is the deadline for the regulations to take effect by July 1, 2011.

Test preparation includes Kaplan’s standardized test preparation and tutoring offerings, as well as the professional domestic training business, K12 and other businesses. In the first quarter of 2010, the Company discontinued certain offerings of the K12 business; $4.6 million in severance and other closure costs were recorded in the first quarter of 2010 in connection with this plan. Test preparation revenue declined 6% in the first quarter of 2010 due mostly to the discontinuance of certain K12 offerings. Test preparation operating results were also down in the first quarter of 2010 due to K12, reduced prices at the traditional test preparation programs and higher spending to expand online offerings and innovate various programs. The declines were offset by improved results at test preparation’s professional domestic training businesses due to expense reductions; total restructuring-related expenses of $5.4 million were recorded in the first quarter of 2009 related to lease termination, accelerated depreciation of fixed assets and severance costs.

 

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At the end of March 2009, the Company approved a plan to offer tutoring services, previously provided at Score, in Kaplan test preparation centers. The plan was substantially completed by the end of the second quarter of 2009; 14 existing Score centers were converted into Kaplan test preparation centers, and the remaining 64 Score centers were closed. In the first quarter of 2009, the Company recorded $11.5 million in asset write-downs, severance and accelerated depreciation of fixed assets, including a $9.2 million write-down on Score’s software product.

Kaplan International includes professional training and post-secondary education businesses outside the United States, as well as English-language programs. Kaplan International revenue increased 14% in 2010. The increase for 2010 is primarily the result of favorable exchange rates in the U.K., Europe, Australia and Asia, as well as strong enrollment growth in the University pathways business. Kaplan International operating income was down in 2010 largely due to higher expenditures for business development incurred at Kaplan Australia.

Kaplan Ventures is made up of a number of businesses in various stages of development that are managed separately from the other education businesses. Kaplan Ventures includes Kaplan EduNeering, Kaplan Continuing Education, Education Connection, Kaplan Virtual Education, Kidum, Kaplan IT Learning and other smaller businesses. Revenues at Kaplan Ventures increased 12% in the first quarter of 2010. Kaplan Ventures reported operating losses of $6.7 million in the first quarter of 2010, compared to operating losses of $2.1 million in 2009, due largely to increased losses at Kaplan Virtual Education, a developing group of online high school institutions. In April 2010, Kaplan sold Education Connection; the gain on sale was not significant.

Corporate represents unallocated expenses of Kaplan, Inc.’s corporate office and other minor shared activities.

Stock compensation charges relate to incentive compensation arising from equity awards under the Kaplan stock option plan, which was established for certain members of Kaplan’s management. Kaplan recorded stock compensation expense of $0.5 million in the first quarter of 2010, compared to stock compensation expense of $1.8 million in the first quarter of 2009.

Cable Television

Cable television division revenue of $189.4 million for the first quarter of 2010 represents a 3% increase from $183.5 million in the first quarter of 2009. The 2010 revenue increase is due to continued growth in the division’s cable modem and telephone revenues and a $4 monthly rate increase for most basic subscribers in June 2009. Cable television division operating income increased 1% to $42.5 million, from $42.0 million in the first quarter of 2009. The increase in operating income is due to the division’s revenue growth, offset by increased programming, technical and sales costs.

At March 31, 2010, Revenue Generating Units (RGUs) were down 1% from the prior year due to a reduction in basic and digital subscribers, offset by growth in high-speed data and telephony subscribers. A summary of RGUs is as follows:

 

     March 31,
2010
   March 31,
2009

Cable Television Division Subscribers

     

Basic

   667,314    705,391

Digital

   219,699    230,381

High-speed data

   405,311    386,101

Telephony

   113,826    98,065
         

Total

   1,406,150    1,419,938
         

 

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Newspaper Publishing

Newspaper publishing division revenue totaled $155.8 million for the first quarter of 2010, a 3% decline from revenue of $160.9 million for the first quarter of 2009. Print advertising revenue at The Washington Post decreased 8% to $68.7 million, from $74.3 million in 2009. The decline is largely due to reductions in general and retail advertising. Revenue generated by the Company’s newspaper online publishing activities, primarily washingtonpost.com and Slate, increased 8% to $23.7 million for the first quarter of 2010, versus $22.0 million for the first quarter of 2009. Display online advertising revenue grew 17%, and online classified advertising revenue on washingtonpost.com declined 13%.

For the first quarter of 2010, Post daily circulation decreased 12.5% and Post Sunday circulation decreased 10.4%, compared to the first quarter of 2009. A portion of this decline relates to increased circulation volumes in the first quarter of 2009 due to the Presidential Inauguration. Average daily circulation in the first quarter of 2010 totaled 562,000, and average Sunday circulation totaled 780,000.

The newspaper division reported an operating loss of $13.8 million in the first quarter of 2010, compared to an operating loss of $53.8 million in the first quarter of 2009. The Post closed its College Park, MD, printing plant in July 2009 and consolidated its printing operations in Springfield, VA. The Post also completed the consolidation of certain other operations in Washington, DC, in the first quarter of 2010. In connection with these activities, $13.4 million in accelerated depreciation was recorded by the Company in the first quarter of 2009, and a $3.1 million loss on an office lease was recorded by the Company in the first quarter of 2010. Excluding accelerated depreciation and lease losses, operating results improved in the first quarter of 2010 due to expense reductions in payroll, newsprint, bad debt and agency fees, and expense reductions at washingtonpost.com. Newsprint expense was down 33% in the first quarter of 2010 due to a decline in newsprint consumption and prices.

Television Broadcasting

Revenue for the broadcast division increased 20% in the first quarter of 2010 to $73.5 million, from $61.2 million in 2009; operating income for the first quarter of 2010 increased 72% to $20.9 million, from $12.1 million in 2009. The increase in revenue and operating income is due to improved advertising demand in all markets, including $5.1 million in incremental winter Olympics-related advertising at the Company’s NBC affiliates and a $1.3 million increase in political advertising revenue.

 

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Magazine Publishing

Revenue for the magazine publishing division totaled $29.4 million for the first quarter of 2010, a 36% decrease from $46.1 million for the first quarter of 2009. The decline is due primarily to a 38% reduction in advertising revenue at Newsweek from fewer ad pages at the domestic and international editions, one less issue of the domestic edition in the first quarter of 2010 versus 2009, and the December 2009 sale of Newsweek Budget Travel. In February 2009, Newsweek announced a circulation rate base reduction at its domestic edition, from 2.6 million to 1.5 million by January 2010. Subscription revenue also declined at the domestic edition in the first quarter of 2010 due to the rate base reduction.

In December 2009, Newsweek sold Newsweek Budget Travel magazine. Budget Travel revenues and operating losses for the first quarter of 2009 were $3.4 million and $3.0 million, respectively. Early retirement program expense of $6.6 million was recorded in the first quarter of 2009 in connection with a Voluntary Retirement Incentive Program accepted by 44 employees, funded mostly from the assets of the Company’s pension plans.

The division reported an operating loss of $2.3 million in the first quarter of 2010, compared to an operating loss of $20.3 million in the first quarter of 2009. These operating loss amounts include a net pension credit of $8.3 million and $1.6 million for the first quarter of 2010 and 2009, respectively. Excluding first quarter 2009 early retirement program expense and operating losses at Budget Travel, the division’s operating loss declined in the first quarter of 2010 due to a reduction in manufacturing, editorial, subscription, distribution and other expenses.

As previously announced, the Company has retained Allen & Company to explore the possible sale of Newsweek.

Other Businesses and Corporate Office

Other businesses and corporate office included the expenses of the Company’s corporate office and the operating results of Avenue100 Media Solutions.

Equity in Losses of Affiliates

The Company’s equity in losses of affiliates for the first quarter of 2010 was $8.1 million due to significant losses incurred by the Company’s Bowater Mersey Paper Company affiliate. The Company’s equity in losses of affiliates for the first quarter of 2009 was $0.8 million.

The Company holds a 49% interest in Bowater Mersey Paper Company and interests in several other affiliates.

Other Non-Operating (Expense) Income

The Company recorded other non-operating expense, net, of $3.3 million for the first quarter of 2010, compared to other non-operating expense, net, of $4.0 million for the first quarter of 2009. The 2010 non-operating expense, net, included $3.3 million in unrealized foreign currency losses; the 2009 non-operating expense, net, included $2.9 million in impairment write-downs on cost method investments and $1.4 million in unrealized foreign currency losses.

 

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Net Interest Expense

The Company incurred net interest expense of $7.3 million for the first quarter of 2010, compared to $7.1 million for the first quarter of 2009. At April 4, 2010, the Company had $399.3 million in borrowings outstanding, at an average interest rate of 7.2%.

Provision for Income Taxes

The effective tax rate for the first quarter of 2010 was 37.9%, compared to 38.1% for the first quarter of 2009.

Earnings (Loss) Per Share

The calculation of diluted earnings per share for the first quarter of 2010 was based on 9,240,951 weighted average shares outstanding, compared to 9,339,065 for the first quarter of 2009. In the first quarter of 2010, the Company repurchased 64,305 shares of its Class B common stock at a cost of $27.8 million.

Forward-Looking Statements

This report contains certain forward-looking statements that are based largely on the Company’s current expectations. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results and achievements to differ materially from those expressed in the forward-looking statements. For more information about these forward-looking statements and related risks, please refer to the section titled “Forward-Looking Statements” in Part I of the Company’s Annual Report on Form 10-K.

 

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THE WASHINGTON POST COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except share and per share amounts)

 

     First Quarter     %
Change
 
     2010     2009    

Operating revenues

   $ 1,171,158      $ 1,054,120      11   

Operating expenses

     (1,009,335     (989,098   2   

Depreciation

     (62,796     (77,980   (19

Amortization of intangible assets

     (6,516     (6,648   (2
                  

Operating income (loss)

     92,511        (19,606   —     

Equity in losses of affiliates

     (8,109     (762   —     

Interest income

     326        808      (60

Interest expense

     (7,579     (7,880   (4

Other expense, net

     (3,321     (4,043   (18
                  

Income (loss) before income taxes

     73,828        (31,483   —     

(Provision) benefit for income taxes

     (28,000     12,000      —     
                  

Net income (loss)

     45,828        (19,483   —     

Net loss attributable to noncontrolling interest

     12        788      (98
                  

Net income (loss) attributable to The Washington Post Company

     45,840        (18,695   —     

Redeemable preferred stock dividends

     (461     (473   (3
                  

Net income (loss) available for common stock

   $ 45,379      $ (19,168   —     
                  

Basic earnings (loss) per share

   $ 4.91      $ (2.04   —     
                  

Diluted earnings (loss) per share

   $ 4.91      $ (2.04   —     
                  

Basic average shares outstanding

     9,174,845        9,339,065     

Diluted average shares outstanding

     9,240,951        9,339,065     

 

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THE WASHINGTON POST COMPANY

BUSINESS SEGMENT INFORMATION

(Unaudited)

(In thousands)

 

     First Quarter     %
Change
 
     2010     2009    

Operating Revenues:

      

Education

   $ 711,382      $ 593,530      20   

Cable television

     189,358        183,508      3   

Newspaper publishing

     155,771        160,891      (3

Television broadcasting

     73,482        61,163      20   

Magazine publishing

     29,377        46,070      (36

Other businesses and corporate office

     14,134        10,820      31   

Intersegment elimination

     (2,346     (1,862   (26
                      
   $ 1,171,158      $ 1,054,120      11   
                      

Operating Expenses:

      

Education

   $ 653,434      $ 582,368      12   

Cable television

     146,822        141,496      4   

Newspaper publishing

     169,523        214,643      (21

Television broadcasting

     52,571        49,020      7   

Magazine publishing

     31,680        66,408      (52

Other businesses and corporate office

     26,963        21,653      25   

Intersegment elimination

     (2,346     (1,862   (26
                      
   $ 1,078,647      $ 1,073,726      0   
                      

Operating Income (Loss):

      

Education

   $ 57,948      $ 11,162      —     

Cable television

     42,536        42,012      1   

Newspaper publishing

     (13,752     (53,752   74   

Television broadcasting

     20,911        12,143      72   

Magazine publishing

     (2,303     (20,338   89   

Other businesses and corporate office

     (12,829     (10,833   (18
                      
   $ 92,511      $ (19,606   —     
                      

Depreciation:

      

Education

   $ 18,748      $ 19,681      (5

Cable television

     31,626        31,099      2   

Newspaper publishing

     7,884        23,768      (67

Television broadcasting

     3,137        2,444      28   

Magazine publishing

     1,198        812      48   

Other businesses and corporate office

     203        176      15   
                      
   $ 62,796      $ 77,980      (19
                      

Amortization of intangible assets:

      

Education

   $ 5,276      $ 5,541      (5

Cable television

     76        67      13   

Newspaper publishing

     282        243      16   

Television broadcasting

     —          —        —     

Magazine publishing

     —          —        —     

Other businesses and corporate office

     882        797      11   
                      
   $ 6,516      $ 6,648      (2
                      

Pension Credit (Expense):

      

Education

   $ (1,349   $ (1,132   19   

Cable television

     (468     (393   19   

Newspaper publishing

     (5,560     (5,016   11   

Television broadcasting

     (262     (147   78   

Magazine publishing

     8,289        1,620      —     

Other businesses and corporate office

     (215     (220   (2
                      
   $ 435      $ (5,288   —     
                      

 

###

 

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Exhibit 99.2

Exhibit 99.2

NEWSWEEK CONSOLIDATED: DOMESTIC AND INTERNATIONAL

 

Supplemental Financial Information (Unaudited)

 

     For the three months ended,     For the year ended,  

($ in ‘000s)

   31-Mar-10     31-Mar-09     31-Dec-09     31-Dec-08     31-Dec-07  

REVENUE

          

Print Advertising

   $ 10,906      $ 18,224      $ 70,290      $ 115,468      $ 142,972   

Circulation

     15,754        21,457        79,674        93,042        106,916   

Digital Advertising

     1,256        1,344        9,219        11,271        8,710   

Other

     1,461        1,653        6,335        7,599        7,144   
                                        

Total Revenue

     29,377        42,678        165,518        227,380        265,742   

EXPENSES

          

Manufacturing and Distribution

     11,782        20,339        69,465        84,172        90,640   

Subscription

     6,372        8,978        21,453        39,155        46,763   

Circulation

     1,960        3,344        11,661        14,139        15,440   

Editorial

     5,146        7,944        28,573        39,356        39,249   

Advertising and Marketing

     2,795        3,999        19,060        21,064        21,708   

Digital

     2,627        4,718        11,982        11,653        8,405   

Other

     122        138        420        1,464        1,044   
                                        

Total Expenses (excluding Newsweek Corporate Overhead)

     30,804        49,460        162,614        211,003        223,249   
                                        

Contributing Income (excluding Newsweek Corporate Overhead)

   $ (1,427   $ (6,782   $ 2,904      $ 16,377      $ 42,493   
                                        

General and Administrative

     7,967        11,438        55,078        43,087        46,485   

Depreciation and Amortization

     1,198        770        3,998        1,989        2,123   
                                        

Total Corporate and Overhead Expenses

     9,165        12,208        59,076        45,076        48,608   
                                        

Total Expenses (excluding pension credit)

     39,969        61,668        221,690        256,079        271,857   
                                        

Operating Loss before Pension Credit

   $ (10,592   $ (18,990   $ (56,172   $ (28,699   $ (6,115
                                        

Pension Credit and Early Retirement Program Expense

   $ (8,289   $ (1,632   $ (28,068   $ (15,129   $ (36,385
                                        

Operating (Loss) Income

   $ (2,303   $ (17,358   $ (28,104   $ (13,570   $ 30,270   
                                        

The income statements above include Newsweek domestic and international operations; Budget Travel operations are excluded.