Delaware
|
06-1528493
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
Common Stock, par value $0.008 per share
|
|
49,059,019
|
(Class)
|
|
(Number of Shares)
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
2,634,264
|
|
|
$
|
2,081,075
|
|
Short-term investments
|
|
3,721,825
|
|
|
2,218,880
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $31,291 and $25,565, respectively
|
|
1,230,602
|
|
|
860,115
|
|
||
Prepaid expenses and other current assets
|
|
685,879
|
|
|
241,449
|
|
||
Total current assets
|
|
8,272,570
|
|
|
5,401,519
|
|
||
Property and equipment, net
|
|
425,100
|
|
|
347,017
|
|
||
Intangible assets, net
|
|
1,914,767
|
|
|
1,993,885
|
|
||
Goodwill
|
|
2,418,630
|
|
|
2,396,906
|
|
||
Long-term investments
|
|
10,263,659
|
|
|
9,591,067
|
|
||
Other assets
|
|
163,597
|
|
|
108,579
|
|
||
Total assets
|
|
$
|
23,458,323
|
|
|
$
|
19,838,973
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
598,200
|
|
|
$
|
419,108
|
|
Accrued expenses and other current liabilities
|
|
1,073,632
|
|
|
857,467
|
|
||
Deferred merchant bookings
|
|
1,185,639
|
|
|
614,361
|
|
||
Convertible debt
|
|
899,484
|
|
|
967,734
|
|
||
Total current liabilities
|
|
3,756,955
|
|
|
2,858,670
|
|
||
Deferred income taxes
|
|
397,449
|
|
|
822,334
|
|
||
Other long-term liabilities
|
|
134,537
|
|
|
138,767
|
|
||
Long-term debt
|
|
7,564,636
|
|
|
6,170,522
|
|
||
Total liabilities
|
|
11,853,577
|
|
|
9,990,293
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies (See Note 11)
|
|
|
|
|
||||
Convertible debt
|
|
15,077
|
|
|
28,538
|
|
||
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, $0.008 par value; authorized 1,000,000,000 shares, 62,560,183 and 62,379,247 shares issued, respectively
|
|
486
|
|
|
485
|
|
||
Treasury stock, 13,503,447 and 13,190,929 shares, respectively
|
|
(7,411,392
|
)
|
|
(6,855,164
|
)
|
||
Additional paid-in capital
|
|
5,633,659
|
|
|
5,482,653
|
|
||
Retained earnings
|
|
12,793,001
|
|
|
11,326,852
|
|
||
Accumulated other comprehensive income (loss)
|
|
573,915
|
|
|
(134,684
|
)
|
||
Total stockholders' equity
|
|
11,589,669
|
|
|
9,820,142
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
23,458,323
|
|
|
$
|
19,838,973
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Agency revenues
|
|
$
|
2,332,371
|
|
|
$
|
1,852,961
|
|
|
$
|
4,117,684
|
|
|
$
|
3,352,990
|
|
Merchant revenues
|
|
498,133
|
|
|
517,867
|
|
|
940,178
|
|
|
987,899
|
|
||||
Advertising and other revenues
|
|
194,052
|
|
|
185,074
|
|
|
386,098
|
|
|
363,132
|
|
||||
Total revenues
|
|
3,024,556
|
|
|
2,555,902
|
|
|
5,443,960
|
|
|
4,704,021
|
|
||||
Cost of revenues
|
|
72,742
|
|
|
126,084
|
|
|
157,911
|
|
|
254,753
|
|
||||
Gross profit
|
|
2,951,814
|
|
|
2,429,818
|
|
|
5,286,049
|
|
|
4,449,268
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Performance advertising
|
|
1,147,589
|
|
|
920,763
|
|
|
2,128,362
|
|
|
1,700,672
|
|
||||
Brand advertising
|
|
121,187
|
|
|
112,321
|
|
|
194,199
|
|
|
182,166
|
|
||||
Sales and marketing
|
|
131,734
|
|
|
105,522
|
|
|
245,770
|
|
|
197,845
|
|
||||
Personnel, including stock-based compensation of $66,879, $54,976, $125,827 and $120,976, respectively
|
|
385,708
|
|
|
332,654
|
|
|
736,738
|
|
|
641,005
|
|
||||
General and administrative
|
|
141,634
|
|
|
112,642
|
|
|
277,181
|
|
|
225,687
|
|
||||
Information technology
|
|
44,831
|
|
|
35,797
|
|
|
84,776
|
|
|
68,585
|
|
||||
Depreciation and amortization
|
|
85,872
|
|
|
77,712
|
|
|
169,302
|
|
|
150,583
|
|
||||
Total operating expenses
|
|
2,058,555
|
|
|
1,697,411
|
|
|
3,836,328
|
|
|
3,166,543
|
|
||||
Operating income
|
|
893,259
|
|
|
732,407
|
|
|
1,449,721
|
|
|
1,282,725
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
36,821
|
|
|
21,292
|
|
|
68,813
|
|
|
41,639
|
|
||||
Interest expense
|
|
(60,942
|
)
|
|
(50,290
|
)
|
|
(116,659
|
)
|
|
(97,184
|
)
|
||||
Foreign currency transactions and other
|
|
(6,021
|
)
|
|
1,997
|
|
|
(11,148
|
)
|
|
(10,931
|
)
|
||||
Impairment of cost-method investments
|
|
—
|
|
|
(12,858
|
)
|
|
—
|
|
|
(63,208
|
)
|
||||
Total other expense
|
|
(30,142
|
)
|
|
(39,859
|
)
|
|
(58,994
|
)
|
|
(129,684
|
)
|
||||
Earnings before income taxes
|
|
863,117
|
|
|
692,548
|
|
|
1,390,727
|
|
|
1,153,041
|
|
||||
Income tax expense
|
|
142,908
|
|
|
111,910
|
|
|
214,895
|
|
|
197,979
|
|
||||
Net income
|
|
$
|
720,209
|
|
|
$
|
580,638
|
|
|
$
|
1,175,832
|
|
|
$
|
955,062
|
|
Net income applicable to common stockholders per basic common share
|
|
$
|
14.66
|
|
|
$
|
11.71
|
|
|
$
|
23.92
|
|
|
$
|
19.25
|
|
Weighted-average number of basic common shares outstanding
|
|
49,131
|
|
|
49,604
|
|
|
49,161
|
|
|
49,617
|
|
||||
Net income applicable to common stockholders per diluted common share
|
|
$
|
14.39
|
|
|
$
|
11.60
|
|
|
$
|
23.49
|
|
|
$
|
19.06
|
|
Weighted-average number of diluted common shares outstanding
|
|
50,056
|
|
|
50,059
|
|
|
50,049
|
|
|
50,105
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
720,209
|
|
|
$
|
580,638
|
|
|
$
|
1,175,832
|
|
|
$
|
955,062
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
(1)
|
|
139,883
|
|
|
(50,285
|
)
|
|
175,688
|
|
|
27,087
|
|
||||
Net unrealized gain (loss) on marketable securities
(2)
|
|
186,977
|
|
|
(112,038
|
)
|
|
532,911
|
|
|
(136,497
|
)
|
||||
Comprehensive income
|
|
$
|
1,047,069
|
|
|
$
|
418,315
|
|
|
$
|
1,884,431
|
|
|
$
|
845,652
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance, December 31, 2016
|
|
62,379
|
|
|
$
|
485
|
|
|
(13,191
|
)
|
|
$
|
(6,855,164
|
)
|
|
$
|
5,482,653
|
|
|
$
|
11,326,852
|
|
|
$
|
(134,684
|
)
|
|
$
|
9,820,142
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,175,832
|
|
|
—
|
|
|
1,175,832
|
|
||||||
Foreign currency translation adjustments, net of tax benefit of $120,341
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,688
|
|
|
175,688
|
|
||||||
Net unrealized gain on marketable securities, net of tax charge of $15,931
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
532,911
|
|
|
532,911
|
|
||||||
Reclassification adjustment for convertible debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,461
|
|
|
—
|
|
|
—
|
|
|
13,461
|
|
||||||
Exercise of stock options and vesting of restricted stock units and performance share units
|
|
138
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2,789
|
|
|
—
|
|
|
—
|
|
|
2,790
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
(556,228
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556,228
|
)
|
||||||
Stock-based compensation and other stock-based payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
126,047
|
|
|
—
|
|
|
—
|
|
|
126,047
|
|
||||||
Conversion of debt
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
||||||
Cumulative effect of adoption of accounting
standard updates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,988
|
|
|
290,317
|
|
|
—
|
|
|
299,305
|
|
||||||
Balance, June 30, 2017
|
|
62,560
|
|
|
$
|
486
|
|
|
(13,503
|
)
|
|
$
|
(7,411,392
|
)
|
|
$
|
5,633,659
|
|
|
$
|
12,793,001
|
|
|
$
|
573,915
|
|
|
$
|
11,589,669
|
|
|
|
Six Months Ended
June 30, |
||||||
|
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net income
|
|
$
|
1,175,832
|
|
|
$
|
955,062
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation
|
|
85,123
|
|
|
65,157
|
|
||
Amortization
|
|
84,179
|
|
|
85,426
|
|
||
Provision for uncollectible accounts, net
|
|
26,127
|
|
|
16,117
|
|
||
Deferred income tax benefit
|
|
(40,939
|
)
|
|
(79,863
|
)
|
||
Stock-based compensation expense and other stock-based payments
|
|
126,047
|
|
|
121,016
|
|
||
Amortization of debt issuance costs
|
|
4,509
|
|
|
3,744
|
|
||
Amortization of debt discount
|
|
35,386
|
|
|
34,180
|
|
||
Loss on early extinguishment of debt
|
|
1,027
|
|
|
—
|
|
||
Impairment of cost-method investments
|
|
—
|
|
|
63,208
|
|
||
Excess tax benefits on stock-based awards and other equity deductions
|
|
—
|
|
|
61,470
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
|||
Accounts receivable
|
|
(333,545
|
)
|
|
(344,147
|
)
|
||
Prepaid expenses and other current assets
|
|
(438,641
|
)
|
|
(286,976
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
873,705
|
|
|
683,395
|
|
||
Other
|
|
3,024
|
|
|
(10,563
|
)
|
||
Net cash provided by operating activities
|
|
1,601,834
|
|
|
1,367,226
|
|
||
|
|
|
|
|
||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|||
Purchase of investments
|
|
(2,869,903
|
)
|
|
(2,701,662
|
)
|
||
Proceeds from sale of investments
|
|
1,480,236
|
|
|
2,176,868
|
|
||
Additions to property and equipment
|
|
(147,269
|
)
|
|
(113,699
|
)
|
||
Acquisitions and other investments, net of cash acquired
|
|
(490
|
)
|
|
(795
|
)
|
||
Net cash used in investing activities
|
|
(1,537,426
|
)
|
|
(639,288
|
)
|
||
|
|
|
|
|
||||
FINANCING ACTIVITIES:
|
|
|
|
|
||||
Proceeds from short-term borrowing
|
|
4,599
|
|
|
—
|
|
||
Proceeds from the issuance of long-term debt
|
|
1,051,722
|
|
|
994,705
|
|
||
Payments related to conversion of senior notes
|
|
(83,473
|
)
|
|
—
|
|
||
Payments for repurchase of common stock
|
|
(555,250
|
)
|
|
(520,566
|
)
|
||
Proceeds from exercise of stock options
|
|
2,790
|
|
|
9,766
|
|
||
Net cash provided by financing activities
|
|
420,388
|
|
|
483,905
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
68,570
|
|
|
4,627
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
|
553,366
|
|
|
1,216,470
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
2,082,007
|
|
|
1,478,071
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
2,635,373
|
|
|
$
|
2,694,541
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
||||
Cash paid during the period for income taxes
|
|
$
|
577,247
|
|
|
$
|
496,403
|
|
Cash paid during the period for interest
|
|
$
|
60,308
|
|
|
$
|
43,727
|
|
Non-cash financing activity
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
As included in the Unaudited Consolidated Balance Sheets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
2,634,264
|
|
|
$
|
2,081,075
|
|
Restricted cash included in prepaid expenses and other current assets
|
|
1,109
|
|
|
932
|
|
||
Total cash, cash equivalents and restricted cash as shown in the Unaudited Consolidated
Statements of Cash Flows
|
|
$
|
2,635,373
|
|
|
$
|
2,082,007
|
|
Share-Based Awards
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||||
Unvested at December 31, 2016
|
|
515,606
|
|
|
|
$
|
1,287.88
|
|
|
Granted
|
|
160,214
|
|
|
|
$
|
1,738.06
|
|
|
Vested
|
|
(128,089
|
)
|
|
|
$
|
1,314.91
|
|
|
Performance Share Units Adjustment
|
|
2,423
|
|
|
|
$
|
1,271.16
|
|
|
Forfeited
|
|
(21,389
|
)
|
|
|
$
|
1,382.84
|
|
|
Unvested at June 30, 2017
|
|
528,765
|
|
|
|
$
|
1,414.19
|
|
|
Employee Stock Options
|
|
Number of Shares
|
|
Weighted-Average
Exercise Price |
|
Aggregate
Intrinsic Value (in thousands)
|
|
Weighted-Average Remaining Contractual Term
(in years) |
||||||||
Balance, December 31, 2016
|
|
48,983
|
|
|
|
$
|
372.07
|
|
|
|
$
|
53,587
|
|
|
4.4
|
|
Exercised
|
|
(10,921
|
)
|
|
|
$
|
255.09
|
|
|
|
|
|
|
|||
Forfeited
|
|
(760
|
)
|
|
|
$
|
866.47
|
|
|
|
|
|
|
|||
Balance, June 30, 2017
|
|
37,302
|
|
|
|
$
|
396.25
|
|
|
|
$
|
54,993
|
|
|
4.3
|
|
Vested and exercisable as of June 30, 2017
|
|
36,611
|
|
|
|
$
|
389.26
|
|
|
|
$
|
54,230
|
|
|
4.3
|
|
Vested and exercisable as of June 30, 2017 and expected to vest thereafter
|
|
37,302
|
|
|
|
$
|
396.25
|
|
|
|
$
|
54,993
|
|
|
4.3
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted-average number of basic common shares outstanding
|
|
49,131
|
|
|
49,604
|
|
|
49,161
|
|
|
49,617
|
|
Weighted-average dilutive stock options, restricted stock units and performance share units
|
|
206
|
|
|
167
|
|
|
221
|
|
|
230
|
|
Assumed conversion of Convertible Senior Notes
|
|
719
|
|
|
288
|
|
|
667
|
|
|
258
|
|
Weighted-average number of diluted common and common equivalent shares outstanding
|
|
50,056
|
|
|
50,059
|
|
|
50,049
|
|
|
50,105
|
|
Anti-dilutive potential common shares
|
|
2,075
|
|
|
2,591
|
|
|
2,118
|
|
|
2,566
|
|
|
|
Cost
|
|
Gross
Unrealized Gains
|
|
Gross
Unrealized Losses
|
|
Fair
Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
650,576
|
|
|
$
|
920
|
|
|
$
|
(418
|
)
|
|
$
|
651,078
|
|
U.S. government securities
|
|
746,814
|
|
|
8
|
|
|
(690
|
)
|
|
746,132
|
|
||||
Corporate debt securities
|
|
2,311,980
|
|
|
1,068
|
|
|
(1,774
|
)
|
|
2,311,274
|
|
||||
Commercial paper
|
|
13,341
|
|
|
—
|
|
|
—
|
|
|
13,341
|
|
||||
Total short-term investments
|
|
$
|
3,722,711
|
|
|
$
|
1,996
|
|
|
$
|
(2,882
|
)
|
|
$
|
3,721,825
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
447,860
|
|
|
$
|
1,096
|
|
|
$
|
(992
|
)
|
|
$
|
447,964
|
|
U.S. government securities
|
|
801,179
|
|
|
179
|
|
|
(6,242
|
)
|
|
795,116
|
|
||||
Corporate debt securities
|
|
6,342,818
|
|
|
9,511
|
|
|
(31,315
|
)
|
|
6,321,014
|
|
||||
U.S. government agency securities
|
|
4,962
|
|
|
—
|
|
|
(27
|
)
|
|
4,935
|
|
||||
Ctrip convertible debt securities
|
|
1,275,000
|
|
|
254,500
|
|
|
—
|
|
|
1,529,500
|
|
||||
Ctrip equity securities
|
|
655,311
|
|
|
509,819
|
|
|
—
|
|
|
1,165,130
|
|
||||
Total long-term investments
|
|
$
|
9,527,130
|
|
|
$
|
775,105
|
|
|
$
|
(38,576
|
)
|
|
$
|
10,263,659
|
|
|
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
249,552
|
|
|
$
|
221
|
|
|
$
|
(89
|
)
|
|
$
|
249,684
|
|
U.S. government securities
|
|
456,971
|
|
|
57
|
|
|
(140
|
)
|
|
456,888
|
|
||||
Corporate debt securities
|
|
1,510,119
|
|
|
1,119
|
|
|
(928
|
)
|
|
1,510,310
|
|
||||
Commercial paper
|
|
1,998
|
|
|
—
|
|
|
—
|
|
|
1,998
|
|
||||
Total short-term investments
|
|
$
|
2,218,640
|
|
|
$
|
1,397
|
|
|
$
|
(1,157
|
)
|
|
$
|
2,218,880
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
International government securities
|
|
$
|
655,857
|
|
|
$
|
4,110
|
|
|
$
|
(623
|
)
|
|
$
|
659,344
|
|
U.S. government securities
|
|
773,718
|
|
|
337
|
|
|
(7,463
|
)
|
|
766,592
|
|
||||
Corporate debt securities
|
|
6,042,271
|
|
|
9,973
|
|
|
(50,455
|
)
|
|
6,001,789
|
|
||||
U.S. government agency securities
|
|
4,979
|
|
|
—
|
|
|
(27
|
)
|
|
4,952
|
|
||||
Ctrip convertible debt securities
|
|
1,275,000
|
|
|
65,800
|
|
|
(47,712
|
)
|
|
1,293,088
|
|
||||
Ctrip equity securities
|
|
655,311
|
|
|
213,233
|
|
|
(3,242
|
)
|
|
865,302
|
|
||||
Total long-term investments
|
|
$
|
9,407,136
|
|
|
$
|
293,453
|
|
|
$
|
(109,522
|
)
|
|
$
|
9,591,067
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
ASSETS:
|
|
|
|
|
|
|
|
|
|
|||
Cash equivalents:
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
1,864,644
|
|
|
$
|
—
|
|
|
$
|
1,864,644
|
|
International government securities
|
|
—
|
|
|
22,836
|
|
|
22,836
|
|
|||
U.S. government securities
|
|
—
|
|
|
104,698
|
|
|
104,698
|
|
|||
Corporate debt securities
|
|
—
|
|
|
2,159
|
|
|
2,159
|
|
|||
Commercial paper
|
|
—
|
|
|
11,995
|
|
|
11,995
|
|
|||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|||
International government securities
|
|
—
|
|
|
651,078
|
|
|
651,078
|
|
|||
U.S. government securities
|
|
—
|
|
|
746,132
|
|
|
746,132
|
|
|||
Corporate debt securities
|
|
—
|
|
|
2,311,274
|
|
|
2,311,274
|
|
|||
Commercial paper
|
|
—
|
|
|
13,341
|
|
|
13,341
|
|
|||
Long-term investments:
|
|
|
|
|
|
|
||||||
International government securities
|
|
—
|
|
|
447,964
|
|
|
447,964
|
|
|||
U.S. government securities
|
|
—
|
|
|
795,116
|
|
|
795,116
|
|
|||
Corporate debt securities
|
|
—
|
|
|
6,321,014
|
|
|
6,321,014
|
|
|||
U.S. government agency securities
|
|
—
|
|
|
4,935
|
|
|
4,935
|
|
|||
Ctrip convertible debt securities
|
|
—
|
|
|
1,529,500
|
|
|
1,529,500
|
|
|||
Ctrip equity securities
|
|
1,165,130
|
|
|
—
|
|
|
1,165,130
|
|
|||
Derivatives:
|
|
|
|
|
|
|
||||||
Currency exchange derivatives
|
|
—
|
|
|
493
|
|
|
493
|
|
|||
Total assets at fair value
|
|
$
|
3,029,774
|
|
|
$
|
12,962,535
|
|
|
$
|
15,992,309
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|||
Currency exchange derivatives
|
|
$
|
—
|
|
|
$
|
188
|
|
|
$
|
188
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
|
||||||
Money market funds
|
|
$
|
977,468
|
|
|
$
|
—
|
|
|
$
|
977,468
|
|
International government securities
|
|
—
|
|
|
30,266
|
|
|
30,266
|
|
|||
U.S. government securities
|
|
—
|
|
|
176,140
|
|
|
176,140
|
|
|||
Corporate debt securities
|
|
—
|
|
|
9,273
|
|
|
9,273
|
|
|||
Commercial paper
|
|
—
|
|
|
1,998
|
|
|
1,998
|
|
|||
Time deposits
|
|
49,160
|
|
|
—
|
|
|
49,160
|
|
|||
Short-term investments:
|
|
|
|
|
|
|
||||||
International government securities
|
|
—
|
|
|
249,684
|
|
|
249,684
|
|
|||
U.S. government securities
|
|
—
|
|
|
456,888
|
|
|
456,888
|
|
|||
Corporate debt securities
|
|
—
|
|
|
1,510,310
|
|
|
1,510,310
|
|
|||
Commercial paper
|
|
—
|
|
|
1,998
|
|
|
1,998
|
|
|||
Long-term investments:
|
|
|
|
|
|
|
||||||
International government securities
|
|
—
|
|
|
659,344
|
|
|
659,344
|
|
|||
U.S. government securities
|
|
—
|
|
|
766,592
|
|
|
766,592
|
|
|||
Corporate debt securities
|
|
—
|
|
|
6,001,789
|
|
|
6,001,789
|
|
|||
U.S. government agency securities
|
|
—
|
|
|
4,952
|
|
|
4,952
|
|
|||
Ctrip convertible debt securities
|
|
—
|
|
|
1,293,088
|
|
|
1,293,088
|
|
|||
Ctrip equity securities
|
|
865,302
|
|
|
—
|
|
|
865,302
|
|
|||
Derivatives:
|
|
|
|
|
|
|
||||||
Currency exchange derivatives
|
|
—
|
|
|
756
|
|
|
756
|
|
|||
Total assets at fair value
|
|
$
|
1,891,930
|
|
|
$
|
11,163,078
|
|
|
$
|
13,055,008
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|||
Currency exchange derivatives
|
|
$
|
—
|
|
|
$
|
1,015
|
|
|
$
|
1,015
|
|
Level
1
:
|
Quoted prices in active markets that are accessible by the Company at the measurement date for
|
Level
2
:
|
Inputs that are observable, either directly or indirectly. Such prices may be based upon quoted
|
Level
3
:
|
Unobservable inputs are used when little or no market data is available.
|
|
June 30, 2017
|
|
December 31, 2016
|
|
|
|
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Amortization
Period |
|
Weighted
Average Useful Life |
||||||||||||
Supply and distribution agreements
|
$
|
825,029
|
|
|
$
|
(312,144
|
)
|
|
$
|
512,885
|
|
|
$
|
809,287
|
|
|
$
|
(270,813
|
)
|
|
$
|
538,474
|
|
|
3 - 20 years
|
|
16 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
113,535
|
|
|
(91,568
|
)
|
|
21,967
|
|
|
112,141
|
|
|
(80,549
|
)
|
|
31,592
|
|
|
1 - 5 years
|
|
5 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
1,623
|
|
|
(1,617
|
)
|
|
6
|
|
|
1,623
|
|
|
(1,598
|
)
|
|
25
|
|
|
15 years
|
|
15 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Internet domain names
|
43,100
|
|
|
(28,828
|
)
|
|
14,272
|
|
|
39,495
|
|
|
(25,089
|
)
|
|
14,406
|
|
|
2 - 20 years
|
|
8 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
1,669,503
|
|
|
(304,241
|
)
|
|
1,365,262
|
|
|
1,667,221
|
|
|
(261,412
|
)
|
|
1,405,809
|
|
|
4-20 years
|
|
20 years
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-compete agreements
|
21,900
|
|
|
(21,525
|
)
|
|
375
|
|
|
21,900
|
|
|
(18,321
|
)
|
|
3,579
|
|
|
3-4 years
|
|
3 years
|
||||||
Total intangible assets
|
$
|
2,674,690
|
|
|
$
|
(759,923
|
)
|
|
$
|
1,914,767
|
|
|
$
|
2,651,667
|
|
|
$
|
(657,782
|
)
|
|
$
|
1,993,885
|
|
|
|
|
|
Remainder of 2017
|
$
|
78,747
|
|
2018
|
142,873
|
|
|
2019
|
131,508
|
|
|
2020
|
124,427
|
|
|
2021
|
119,368
|
|
|
2022
|
118,157
|
|
|
Thereafter
|
1,199,687
|
|
|
|
$
|
1,914,767
|
|
Balance at December 31, 2016
|
$
|
2,396,906
|
|
Foreign currency translation adjustments
|
21,724
|
|
|
Balance at June 30, 2017
|
$
|
2,418,630
|
|
June 30, 2017
|
|
Outstanding
Principal
Amount
|
|
Unamortized Debt
Discount and Debt
Issuance Cost
|
|
Carrying
Value
|
||||||
Short-term debt:
|
|
|
|
|
|
|
||||||
1.0% Convertible Senior Notes due March 2018
|
|
$
|
916,536
|
|
|
$
|
(17,052
|
)
|
|
$
|
899,484
|
|
Long-term debt:
|
|
|
|
|
|
|
||||||
0.35% Convertible Senior Notes due June 2020
|
|
$
|
1,000,000
|
|
|
$
|
(77,636
|
)
|
|
$
|
922,364
|
|
0.9% Convertible Senior Notes due September 2021
|
|
1,000,000
|
|
|
(94,016
|
)
|
|
905,984
|
|
|||
0.8% (€1 Billion) Senior Notes due March 2022
|
|
1,140,550
|
|
|
(6,913
|
)
|
|
1,133,637
|
|
|||
2.15% (€750 Million) Senior Notes due November 2022
|
|
855,413
|
|
|
(5,044
|
)
|
|
850,369
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,140,550
|
|
|
(12,677
|
)
|
|
1,127,873
|
|
|||
3.65% Senior Notes due March 2025
|
|
500,000
|
|
|
(3,509
|
)
|
|
496,491
|
|
|||
3.6% Senior Notes due June 2026
|
|
1,000,000
|
|
|
(7,231
|
)
|
|
992,769
|
|
|||
1.8% (€1 Billion) Senior Notes due March 2027
|
|
1,140,550
|
|
|
(5,401
|
)
|
|
1,135,149
|
|
|||
Total long-term debt
|
|
$
|
7,777,063
|
|
|
$
|
(212,427
|
)
|
|
$
|
7,564,636
|
|
December 31, 2016
|
|
Outstanding
Principal
Amount
|
|
Unamortized Debt
Discount and Debt
Issuance Cost
|
|
Carrying
Value
|
||||||
Short-term debt:
|
|
|
|
|
|
|
||||||
1.0% Convertible Senior Notes due March 2018
|
|
$
|
1,000,000
|
|
|
$
|
(32,266
|
)
|
|
$
|
967,734
|
|
Long-term debt:
|
|
|
|
|
|
|
||||||
0.35% Convertible Senior Notes due June 2020
|
|
$
|
1,000,000
|
|
|
$
|
(90,251
|
)
|
|
$
|
909,749
|
|
0.9% Convertible Senior Notes due September 2021
|
|
1,000,000
|
|
|
(104,592
|
)
|
|
895,408
|
|
|||
2.15% (€750 Million) Senior Notes due November 2022
|
|
791,063
|
|
|
(5,336
|
)
|
|
785,727
|
|
|||
2.375% (€1 Billion) Senior Notes due September 2024
|
|
1,054,750
|
|
|
(12,861
|
)
|
|
1,041,889
|
|
|||
3.65% Senior Notes due March 2025
|
|
500,000
|
|
|
(3,727
|
)
|
|
496,273
|
|
|||
3.6% Senior Notes due June 2026
|
|
1,000,000
|
|
|
(7,619
|
)
|
|
992,381
|
|
|||
1.8% (€1 Billion) Senior Notes due March 2027
|
|
1,054,750
|
|
|
(5,655
|
)
|
|
1,049,095
|
|
|||
Total long-term debt
|
|
$
|
6,400,563
|
|
|
$
|
(230,041
|
)
|
|
$
|
6,170,522
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Foreign currency translation adjustments, net of tax
(1)
|
|
$
|
(135,559
|
)
|
|
$
|
(311,247
|
)
|
Net unrealized gain on marketable securities, net of tax
(2)
|
|
709,474
|
|
|
176,563
|
|
||
Accumulated other comprehensive income (loss)
|
|
$
|
573,915
|
|
|
$
|
(134,684
|
)
|
•
|
Booking.com - the world’s leading brand for booking online accommodation reservations, based on room nights booked.
|
•
|
priceline.com - a leading hotel, rental car, airline ticket and vacation package reservation service in the United States.
|
•
|
KAYAK - a leading meta-search service allowing consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation and rental car reservation information.
|
•
|
agoda.com - a leading accommodation reservation service catering primarily to consumers in the Asia-Pacific region.
|
•
|
Rentalcars.com - a leading worldwide rental car reservation service.
|
•
|
OpenTable - a leading provider of restaurant reservation and information services to consumers and restaurant reservation management services to restaurants.
|
•
|
Commissions earned from facilitating reservations of accommodations, rental cars, cruises and other travel services on an agency basis;
|
•
|
Transaction gross profit on a merchant basis and customer processing fees from our accommodation, rental car, airline ticket and vacation package reservation services;
|
•
|
Advertising revenues primarily earned by KAYAK from sending referrals to online travel companies ("OTCs") and travel service providers, as well as from advertising placements on KAYAK's websites and mobile apps;
|
•
|
Reservation revenues paid by restaurants for diners seated through OpenTable's online reservation services, subscription fees for restaurant reservation management services provided by OpenTable and other OpenTable revenues; and
|
•
|
Damage excess waiver fees, travel insurance fees and global distribution system ("GDS") reservation booking fees, in each case related to certain of our travel services.
|
|
|
Three Months Ended
June 30, (in millions) |
|
|
|
Six Months Ended
June 30, (in millions) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Agency
|
|
$
|
17,947
|
|
|
$
|
15,369
|
|
|
16.8
|
%
|
|
$
|
36,087
|
|
|
$
|
29,903
|
|
|
20.7
|
%
|
Merchant
|
|
2,850
|
|
|
2,494
|
|
|
14.3
|
%
|
|
5,396
|
|
|
4,612
|
|
|
17.0
|
%
|
||||
Total
|
|
$
|
20,797
|
|
|
$
|
17,862
|
|
|
16.4
|
%
|
|
$
|
41,484
|
|
|
$
|
34,515
|
|
|
20.2
|
%
|
•
|
Agency revenues are derived from travel-related transactions where we do not facilitate payments for the travel services provided. Agency revenues consist primarily of travel reservation commissions, as well as certain GDS reservation booking fees and travel insurance fees, and are reported at the net amounts received, without any associated cost of revenue. Substantially all of the revenue for Booking.com is agency revenue comprised of accommodation reservation commissions.
|
•
|
Merchant revenues are derived from services where we facilitate payments for the travel services provided. Merchant revenues include (1) transaction net revenues (i.e., the amount charged to a customer, less the amount charged to us by travel service providers) and travel reservation commissions in connection with (a) the accommodation reservations provided through our merchant retail accommodation reservation services at agoda.com, Booking.com and priceline.com and (b) the reservations provided through our merchant rental car service at Rentalcars.com and priceline.com’s
Express Deals
®
reservation services; (2) transaction revenues representing the price of
Name Your Own Price
®
reservations charged to a customer (with a corresponding travel service provider cost recorded in cost of revenues); (3) ancillary fees, including damage excess waiver and travel insurance fees and certain GDS reservation booking fees; and (4) customer processing fees charged in connection with (a) priceline.com's opaque reservation services and (b) the merchant retail accommodation reservation services at priceline.com and agoda.com.
|
•
|
Advertising and other revenues are derived primarily from (1) revenues earned by KAYAK for (a) sending referrals to OTCs and travel service providers and (b) advertising placements on KAYAK's websites and mobile apps; (2) revenues earned by OpenTable for (a) reservation fees (fees paid by restaurants for diners seated through OpenTable's online reservation service) and (b) subscription fees earned by OpenTable for restaurant reservation management services; (3) revenues earned by priceline.com for advertising on its websites; and (4) revenues generated by Booking.com's BookingSuite branded accommodation marketing and business analytics services.
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Agency Revenues
|
|
$
|
2,332,371
|
|
|
$
|
1,852,961
|
|
|
25.9
|
%
|
|
$
|
4,117,684
|
|
|
$
|
3,352,990
|
|
|
22.8
|
%
|
Merchant Revenues
|
|
498,133
|
|
|
517,867
|
|
|
(3.8
|
)%
|
|
940,178
|
|
|
987,899
|
|
|
(4.8
|
)%
|
||||
Advertising and Other Revenues
|
|
194,052
|
|
|
185,074
|
|
|
4.9
|
%
|
|
386,098
|
|
|
363,132
|
|
|
6.3
|
%
|
||||
Total Revenues
|
|
$
|
3,024,556
|
|
|
$
|
2,555,902
|
|
|
18.3
|
%
|
|
$
|
5,443,960
|
|
|
$
|
4,704,021
|
|
|
15.7
|
%
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Cost of Revenues
|
|
$
|
72,742
|
|
|
$
|
126,084
|
|
|
(42.3
|
)%
|
|
$
|
157,911
|
|
|
$
|
254,753
|
|
|
(38.0
|
)%
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Gross Profit
|
|
$
|
2,951,814
|
|
|
$
|
2,429,818
|
|
|
21.5
|
%
|
|
$
|
5,286,049
|
|
|
$
|
4,449,268
|
|
|
18.8
|
%
|
Gross Margin
|
|
97.6
|
%
|
|
95.1
|
%
|
|
|
|
97.1
|
%
|
|
94.6
|
%
|
|
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Performance Advertising
|
|
$
|
1,147,589
|
|
|
$
|
920,763
|
|
|
24.6
|
%
|
|
$
|
2,128,362
|
|
|
$
|
1,700,672
|
|
|
25.1
|
%
|
% of Total Gross Profit
|
|
38.9
|
%
|
|
37.9
|
%
|
|
|
|
40.3
|
%
|
|
38.2
|
%
|
|
|
||||||
Brand Advertising
|
|
$
|
121,187
|
|
|
$
|
112,321
|
|
|
7.9
|
%
|
|
$
|
194,199
|
|
|
$
|
182,166
|
|
|
6.6
|
%
|
% of Total Gross Profit
|
|
4.1
|
%
|
|
4.6
|
%
|
|
|
|
3.7
|
%
|
|
4.1
|
%
|
|
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Sales and Marketing
|
|
$
|
131,734
|
|
|
$
|
105,522
|
|
|
24.8
|
%
|
|
$
|
245,770
|
|
|
$
|
197,845
|
|
|
24.2
|
%
|
% of Total Gross Profit
|
|
4.5
|
%
|
|
4.3
|
%
|
|
|
|
|
4.6
|
%
|
|
4.4
|
%
|
|
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Personnel
|
|
$
|
385,708
|
|
|
$
|
332,654
|
|
|
15.9
|
%
|
|
$
|
736,738
|
|
|
$
|
641,005
|
|
|
14.9
|
%
|
% of Total Gross Profit
|
|
13.1
|
%
|
|
13.7
|
%
|
|
|
|
|
13.9
|
%
|
|
14.4
|
%
|
|
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
General and Administrative
|
|
$
|
141,634
|
|
|
$
|
112,642
|
|
|
25.7
|
%
|
|
$
|
277,181
|
|
|
$
|
225,687
|
|
|
22.8
|
%
|
% of Total Gross Profit
|
|
4.8
|
%
|
|
4.6
|
%
|
|
|
|
|
5.2
|
%
|
|
5.1
|
%
|
|
|
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Information Technology
|
|
$
|
44,831
|
|
|
$
|
35,797
|
|
|
25.2
|
%
|
|
$
|
84,776
|
|
|
$
|
68,585
|
|
|
23.6
|
%
|
% of Total Gross Profit
|
|
1.5
|
%
|
|
1.5
|
%
|
|
|
|
1.6
|
%
|
|
1.5
|
%
|
|
|
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Depreciation and Amortization
|
|
$
|
85,872
|
|
|
$
|
77,712
|
|
|
10.5
|
%
|
|
$
|
169,302
|
|
|
$
|
150,583
|
|
|
12.4
|
%
|
% of Total Gross Profit
|
|
2.9
|
%
|
|
3.2
|
%
|
|
|
|
|
3.2
|
%
|
|
3.4
|
%
|
|
|
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Interest Income
|
|
$
|
36,821
|
|
|
$
|
21,292
|
|
|
72.9
|
%
|
|
$
|
68,813
|
|
|
$
|
41,639
|
|
|
65.3
|
%
|
Interest Expense
|
|
(60,942
|
)
|
|
(50,290
|
)
|
|
21.2
|
%
|
|
(116,659
|
)
|
|
(97,184
|
)
|
|
20.0
|
%
|
||||
Foreign Currency Transactions and Other
|
|
(6,021
|
)
|
|
1,997
|
|
|
(401.5
|
)%
|
|
(11,148
|
)
|
|
(10,931
|
)
|
|
2.0
|
%
|
||||
Impairment of Cost-method Investments
|
|
—
|
|
|
(12,858
|
)
|
|
N/A
|
|
|
—
|
|
|
(63,208
|
)
|
|
N/A
|
|
||||
Total
|
|
$
|
(30,142
|
)
|
|
$
|
(39,859
|
)
|
|
(24.4
|
)%
|
|
$
|
(58,994
|
)
|
|
$
|
(129,684
|
)
|
|
(54.5
|
)%
|
|
|
Three Months Ended
June 30, (in thousands) |
|
|
|
Six Months Ended
June 30, (in thousands) |
|
|
||||||||||||||
|
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
Income Tax Expense
|
|
$
|
142,908
|
|
|
$
|
111,910
|
|
|
27.7
|
%
|
|
$
|
214,895
|
|
|
$
|
197,979
|
|
|
8.5
|
%
|
% of Total Earnings Before Income Taxes
|
|
16.6
|
%
|
|
16.2
|
%
|
|
|
|
15.5
|
%
|
|
17.2
|
%
|
|
|
•
|
online travel reservation services such as Expedia, Hotels.com, Hotwire, Orbitz, Travelocity, Wotif, Cheaptickets, ebookers, HotelClub, RatesToGo and CarRentals.com, which are owned by Expedia; Hotel Reservation Service (HRS) and hotel.de, which are owned by Hotel Reservation Service; and AutoEurope, CarTrawler, Ctrip (in which we hold a minority interest), eLong (in which Ctrip holds a significant minority interest), ezTravel (in which Ctrip holds a majority interest), Meituan, MakeMyTrip, OYO Rooms, Yatra, Cleartrip, Traveloka (in which Expedia holds a minority interest), Webjet, Rakuten, Jalan (which is owned by Recruit), ViajaNet, Submarino Viagens, Despegar/Decolar (in which Expedia holds a minority interest), Fliggy (operated by Alibaba), 17u.com, HotelTonight, CheapOair and eDreams ODIGEO;
|
•
|
online accommodation search and/or reservation services, such as Airbnb and HomeAway (which is owned by Expedia), currently focused on vacation rental properties and other non-hotel accommodations, including individually owned properties;
|
•
|
large online companies, including search, social networking and marketplace companies such as Google, Facebook, Alibaba, Tencent, Amazon, Baidu and Groupon;
|
•
|
traditional travel agencies, travel management companies, wholesalers and tour operators, many of which combine physical locations, telephone services and online services, such as Carlson Wagonlit, American Express, BCD Travel, Concur, Thomas Cook, TUI, and Hotelbeds (which recently acquired Tourico and has agreed to merge with GTA), as well as thousands of individual travel agencies around the world;
|
•
|
travel service providers such as accommodation providers, rental car companies and airlines, many of which have their own branded websites to which they drive business, including large hotel chains such as Marriott International, Hilton and Hyatt Hotels, as well as joint efforts by travel service providers such as Room Key, an online hotel reservation service owned by several major hotel companies;
|
•
|
online travel search and price comparison services (generally referred to as "meta-search" services), such as TripAdvisor, trivago (in which Expedia holds a majority ownership interest), Qunar (which is controlled by Ctrip), Skyscanner (in which Ctrip holds a majority interest), Google Flights, Google Hotel Ads and HotelsCombined;
|
•
|
online restaurant reservation services, such as TripAdvisor's LaFourchette, Yelp's SeatMe, Zomato, Bookatable (which is owned by Michelin), Quandoo (which is owned by Recruit) and Resy (in which Airbnb holds a minority interest); and
|
•
|
companies offering new rental car business models or car- or ride-sharing services that affect demand for rental cars, some of which have developed innovative technologies to improve efficiency of point-to-point transportation and extensively utilize mobile platforms, such as Uber, Lyft, Gett, Zipcar (which is owned by Avis), BlaBlaCar, Didi Chuxing, Grab and Ola.
|
•
|
regulatory changes or other government actions;
|
•
|
additional complexity to comply with regulations in multiple jurisdictions, as well as overlapping or inconsistent legal regimes, in particular with respect to tax, labor, consumer protection, digital content, advertising, promotions, privacy and anti-trust laws;
|
•
|
our ability to repatriate funds held by our international subsidiaries to the United States at favorable tax rates;
|
•
|
difficulties in transferring funds from or converting currencies in certain countries; and
|
•
|
reduced protection for intellectual property rights in some countries.
|
•
|
requiring the dedication of a portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures, share repurchases and acquisitions;
|
•
|
increased vulnerability to downturns in our business, to competitive pressures and to adverse changes in general economic and industry conditions;
|
•
|
decreased or lost ability to obtain additional financing on terms acceptable to us for working capital, capital expenditures, acquisitions, share repurchases or other general corporate purposes; and
|
•
|
decreased flexibility when planning for or reacting to changes in our business and industry.
|
•
|
operating results that vary from the expectations of securities analysts and investors;
|
•
|
quarterly variations in our operating results;
|
•
|
changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
|
•
|
worldwide economic conditions in general and in Europe in particular;
|
•
|
fluctuations in currency exchange rates, particularly between the U.S. Dollar and the Euro;
|
•
|
occurrences of a significant security breach;
|
•
|
announcements of technological innovations or new services by us or our competitors;
|
•
|
changes in our capital structure;
|
•
|
changes in market valuations of other internet or online service companies;
|
•
|
announcements by us or our competitors of price reductions, promotions, significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
loss of a major travel service provider participant, such as a hotel chain, rental car company or airline, from our services;
|
•
|
changes in the status of our intellectual property rights;
|
•
|
lack of success in the expansion of our business models geographically;
|
•
|
announcements by third parties of significant claims or initiation of litigation proceedings against us or adverse developments in pending proceedings;
|
•
|
additions or departures of key personnel; and
|
•
|
trading volume fluctuations.
|
Period
|
|
(a) Total Number
of Shares (or
Units) Purchased
|
|
(b) Average
Price Paid per
Share (or Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
(d) Maximum
Number (or
Approximate Dollar Value)
of Shares (or Units)
that May
Yet Be Purchased
Under the
Plans or Programs
|
|
|
||||||
April 1, 2017 –
|
|
37,968
|
|
(1)
|
$
|
1,763.70
|
|
|
37,968
|
|
|
$
|
3,936,526,689
|
|
|
(1) (2)
|
April 30, 2017
|
|
104
|
|
(3)
|
$
|
1,784.27
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
May 1, 2017 –
|
|
54,474
|
|
(1)
|
$
|
1,831.77
|
|
|
54,474
|
|
|
$
|
3,836,742,913
|
|
|
(1) (2)
|
May 31, 2017
|
|
3,043
|
|
(3)
|
$
|
1,819.11
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
June 1, 2017 –
|
|
89,083
|
|
(1)
|
$
|
1,862.25
|
|
|
89,083
|
|
|
$
|
3,670,848,218
|
|
|
(1) (2)
|
June 30, 2017
|
|
2,931
|
|
(3)
|
$
|
1,883.32
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
Total
|
|
187,603
|
|
|
$
|
1,833.04
|
|
|
181,525
|
|
|
$
|
3,670,848,218
|
|
|
|
(1)
|
Pursuant to a stock repurchase program announced on February 17, 2016, whereby the Company was authorized to repurchase up to $3,000,000,000 of its common stock.
|
(2)
|
Pursuant
to a stock repurchase program announced on February 27, 2017, whereby the Company was authorized to repurchase up to $2,000,000,000 of its common stock.
|
(3)
|
Pursuant to a general authorization, not publicly announced, whereby the Company is authorized to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation.
|
Exhibit
Number
|
Description
|
|
|
Restated Certificate of Incorporation.
|
|
Amended and Restated By-Laws, dated July 23, 2015.
|
|
Letter Agreement, dated May 11, 2017, between the Company and Daniel J. Finnegan.
|
|
Statement of Ratio of Earnings to Fixed Charges.
|
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Daniel J. Finnegan, the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Daniel J. Finnegan, the Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
The following materials from the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2017 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Operations, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Consolidated Financial Statements.
|
(a)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on July 18, 2014 and incorporated herein by reference.
|
(b)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on July 28, 2015 and incorporated herein by reference.
|
(c)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on May 12, 2017 and incorporated herein by reference.
|
|
|
|
THE PRICELINE GROUP INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date:
|
August 8, 2017
|
By:
|
/s/ Daniel J. Finnegan
|
|
|
|
Name: Daniel J. Finnegan
Title: Chief Financial Officer
|
|
|
|
(On behalf of the Registrant and as principal financial officer)
|
Exhibit
Number |
Description
|
|
|
Restated Certificate of Incorporation.
|
|
Amended and Restated By-Laws, dated July 23, 2015.
|
|
Letter Agreement, dated May 11, 2017, between the Company and Daniel J. Finnegan.
|
|
Statement of Ratio of Earnings to Fixed Charges.
|
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Daniel J. Finnegan, the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Glenn D. Fogel, the Chief Executive Officer and President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Daniel J. Finnegan, the Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
The following materials from the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2017 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Operations, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Cash Flows, and (v) Notes to Unaudited Consolidated Financial Statements.
|
(a)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on July 18, 2014 and incorporated herein by reference.
|
(b)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on July 28, 2015 and incorporated herein by reference.
|
(c)
|
Previously filed as an exhibit to our Current Report on Form 8-K filed on May 12, 2017 and incorporated herein by reference.
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Earnings Computation:
|
|
|
|
|
|
|
|
|
||||||||
Earnings before income taxes
|
|
$
|
863,117
|
|
|
$
|
692,548
|
|
|
$
|
1,390,727
|
|
|
$
|
1,153,041
|
|
Fixed charges
|
|
70,527
|
|
|
59,227
|
|
|
135,240
|
|
|
114,527
|
|
||||
Total earnings as adjusted
|
|
$
|
933,644
|
|
|
$
|
751,775
|
|
|
$
|
1,525,967
|
|
|
$
|
1,267,568
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Charges Computation:
|
|
|
|
|
|
|
|
|
||||||||
Interest Expense
|
|
$
|
60,942
|
|
|
$
|
50,290
|
|
|
$
|
116,659
|
|
|
$
|
97,184
|
|
Assumed interest element included in rent expense
|
|
9,585
|
|
|
8,937
|
|
|
18,581
|
|
|
17,343
|
|
||||
Total fixed charges
|
|
$
|
70,527
|
|
|
$
|
59,227
|
|
|
$
|
135,240
|
|
|
$
|
114,527
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ratio of earnings to fixed charges
|
|
13.2
|
|
|
12.7
|
|
|
11.3
|
|
|
11.1
|
|
Dated:
|
August 8, 2017
|
|
/s/ Glenn D. Fogel
|
|
|
Name:
|
Glenn D. Fogel
|
|
|
Title:
|
President and Chief Executive Officer
|
Dated:
|
August 8, 2017
|
|
/s/ Daniel J. Finnegan
|
|
|
Name:
|
Daniel J. Finnegan
|
|
|
Title:
|
Chief Financial Officer
|
Dated:
|
August 8, 2017
|
|
/s/ Glenn D. Fogel
|
|
|
Name:
|
Glenn D. Fogel
|
|
|
Title:
|
President and Chief Executive Officer
|
Dated:
|
August 8, 2017
|
|
/s/ Daniel J. Finnegan
|
|
|
Name:
|
Daniel J. Finnegan
|
|
|
Title:
|
Chief Financial Officer
|