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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-2705720
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class:
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Name of each exchange on which registered:
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Common stock, $0.0001 par value
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The Nasdaq Global Select Market
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Expedia, Inc. 2.500% Senior Notes due 2022
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Class
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Outstanding Shares at January 27, 2017 were approximately,
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Common stock, $0.0001 par value per share
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137,008,389 shares
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Class B common stock, $0.0001 par value per share
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12,799,999 shares
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Document
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Parts Into Which Incorporated
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Portions of the definitive Proxy Statement for the 2017 Annual Meeting of Stockholders (Proxy Statement)
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Part III
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•
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Expedia.com®, a leading full service online travel company with localized sites in 33 countries;
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Hotels.com®, a global lodging expert operating 89 localized websites in 39 languages with its award winning Hotels.com® Rewards loyalty program;
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•
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Orbitz Worldwide, including leading U.S. travel websites Orbitz.com and CheapTickets.com, as well as ebookers, a full service travel brand with websites in seven European countries;
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Expedia® Affiliate Network ("EAN"), a global B2B brand that powers the hotel business of leading airlines, top consumer brands, online travel agencies and thousands of other partners through its API and template solutions;
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trivago®, a leading online hotel metasearch platform with sites in 55 countries worldwide;
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HomeAway®, a global online marketplace for the vacation rental industry, which also includes the VRBO, VacationRentals.com and BedandBreakfast.com brands, among others;
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Egencia®, a leading corporate travel management company;
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Travelocity®, a leading online travel brand in the U.S. and Canada delivering customer service when and where our customers need it with the Customer 1st Guarantee;
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Hotwire®, inspiring spontaneous travel through Hot Rate® deals;
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Expedia® Media Solutions, the advertising sales division of Expedia, Inc. that builds media partnerships and enables brand advertisers to target a highly-qualified audience of travel consumers;
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Wotif Group, a leading portfolio of travel brands including Wotif.com®, Wotif.co.nz, lastminute.com.au®, lastminute.co.nz and travel.com.au®;
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Classic Vacations®, a top luxury travel specialist;
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CarRentals.com
™
, a premier online car rental booking company with localized sites in 13 countries;
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Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in over a thousand destinations worldwide; and
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Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of over 230 retail travel agency franchises across North America.
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online and traditional travel agencies, wholesalers and tour operators,
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travel suppliers, including hotels and airlines,
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large online portal and search websites,
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travel metasearch websites,
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corporate travel management service providers,
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mobile platform travel applications,
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social media websites,
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eCommerce websites and group buying websites, and
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Alternative accommodation websites.
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•
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Significant changes in oil prices;
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Continued air carrier and hotel chain consolidation;
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Reduced access to discount airfares;
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Travel-related strikes or labor unrest, bankruptcies or liquidations;
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Increased incidents of actual or threatened terrorism;
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Periods of political instability or geopolitical conflict, resulting in additional restrictions on travel or travelers becoming concerned about safety issues;
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Natural disasters or events such as severe weather conditions, volcanic eruptions, hurricanes or earthquakes;
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Travel-related accidents or the grounding of aircraft due to safety concerns; and
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Health-related risks, such as the Ebola, H1N1, SARs and avian flu outbreaks.
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Diversion of management’s attention or other resources from our existing businesses, for example during 2016, we expended significant resources in the integration of Orbitz Worldwide, Inc.;
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Difficulties and expenses in assimilating the operations, products, technology, privacy protection systems, information systems or personnel of the acquired company;
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Use of cash resources and incurrence of debt and contingent liabilities in funding acquisitions, including with regard to future payment obligations in connection with put/call rights, may limit other potential uses of our cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;
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Amortization expenses related to acquired intangible assets and other adverse accounting consequences, including changes in fair value of contingent consideration;
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Expected and unexpected costs incurred in pursuing acquisitions, including identifying and performing due diligence on potential acquisition targets that may or may not be successful, if unsuccessful could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition;
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Impairment of relationships with employees, suppliers, customers, vendors and affiliates of our business and the acquired business;
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The assumption of known and unknown debt and liabilities of the acquired company;
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Failure of the acquired company to achieve anticipated traffic, transactions, revenues, earnings or cash flows or to retain key management or employees;
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Failure to generate adequate returns on our acquisitions and investments, or returns in excess of alternative uses of capital;
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Failure to properly and timely integrate acquired companies and their operations, reducing our ability to achieve, among other things, anticipated returns on our acquisitions through cost savings and other synergies;
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Entrance into markets in which we have no direct prior experience and increased complexity in our business;
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Challenges relating to the structure of an investment, such as governance, accountability and decision-making conflicts that may arise in the context of a joint venture or majority ownership investment;
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Impairment of goodwill or other intangible assets such as trademarks or other intellectual property arising from our acquisitions;
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Costs associated with litigation or other claims arising in connection with the acquired company;
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Increased or unexpected costs or delays to obtain governmental approvals for acquisitions;
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Increased competition amongst potential acquirers for acquisition targets could result in a material increase in the purchase price for such targets or otherwise limit our ability to consummate acquisitions; and
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Adverse market reaction to acquisitions or investments or failure to consummate such transactions.
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Delays or unanticipated costs in implementing the transition, which may delay or negate any expected benefits;
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Supplier or traveler disruption similar to or worse than disruptions associated with previous business model and platform migrations;
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Market research that indicated higher than expected price elasticity for travelers in increasingly transparent markets such as HomeAway’s market and for HomeAway’s suppliers more broadly;
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Suppliers and travelers may not adopt HomeAway’s new payment structures as expected or at all, or may choose to transact with competitors;
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Execution risk associated with launching a new business initiative that HomeAway did not have prior experience in;
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Failure to implement or expand HomeAway’s technology, systems and network infrastructure in light of additional payment processing and reporting complexity, or failure to do so at a reasonable cost;
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Higher cost of traffic reducing cost per view effectiveness and reducing HomeAway’s ability to spend at the desired return on investment;
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Increased risk of fraud; and
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Additional potential tax exposures.
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Currency exchange restrictions or costs and exchange rate fluctuations, and the risks and costs inherent in hedging such exposures;
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Exposure to local economic or political instability and threatened or actual acts of terrorism;
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Compliance with U.S. and Non-U.S. regulatory laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content and privacy, consumer protection, employment and labor laws, health and safety, and advertising and promotions;
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Compliance with additional U.S. laws applicable to U.S. companies operating internationally;
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Differences, inconsistent interpretations and changes in U.S. and non-U.S. laws and regulations, including tax laws and regulations;
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Weaker enforcement of our contractual and intellectual property rights;
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Lower levels of credit card usage and increased payment and fraud risk;
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Longer payment cycles, and difficulties in collecting accounts receivable;
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Preferences by local populations for local providers;
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Restrictions on, or adverse tax and other consequences related to repatriation of cash, the withdrawal of non-U.S. investments, cash balances and earnings, as well as restrictions on our ability to invest in our operations in certain countries;
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Financial risk arising from transactions in multiple currencies;
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Slower adoption of the internet as an advertising, broadcast and commerce medium in those markets as compared to the United States;
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Our ability to support new technologies, including mobile devices, that may be more prevalent in international markets;
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Difficulties in attracting and retaining qualified employees in international markets, as well as managing staffing and operations due to increased complexity, distance, time zones, language and cultural differences; and
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Uncertainty regarding liability for services and content, including uncertainty as a result of local laws and lack of precedent.
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Quarterly variations in our operating and financial results;
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Operating and financial results that vary from the expectations of securities analysts and investors, including failure to deliver returns on technology or emerging market marketing investments;
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Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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Rating agency credit rating actions or pronouncements;
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Reaction to our earnings releases and conference calls, or presentations by executives at investor and industry conferences;
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Worldwide macro-economic conditions and fluctuations in currency exchange rates;
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Changes in our capital or governance structure;
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Changes in market valuations of other internet or online service companies;
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Changes in search industry dynamics, such as key word pricing and traffic, or other changes that negatively affect our ability to generate traffic to our websites;
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Announcements of dividends or changes in the amount or frequency of our dividends;
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Announcements of technological innovations or new services by us or our competitors;
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Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
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Loss of a major travel supplier, such as an airline, hotel or car rental chain;
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Changes in the status of our intellectual property rights;
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Lack of success in the expansion of our business model geographically;
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Significant claims or proceedings against us or adverse developments or decisions in pending proceedings;
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Significant security breaches;
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Additions or departures of key personnel;
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Rumors or public speculation about any of the above factors; and
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Price and volume fluctuations in the stock markets in general.
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Increasing our vulnerability to general adverse economic and industry conditions;
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Requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
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Making it difficult for us to optimally capitalize and manage the cash flow for our businesses;
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Limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;
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Placing us at a competitive disadvantage compared to our competitors that have less debt; and
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Limiting our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable.
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Borrow money, and guarantee or provide other support for indebtedness of third parties including guarantees;
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Pay dividends on, redeem or repurchase our capital stock;
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Enter into certain asset sale transactions, including partial or full spin-off transactions;
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Enter into secured financing arrangements;
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Enter into sale and leaseback transactions; and
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Enter into unrelated businesses.
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High
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Low
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||||
Year ended December 31, 2016
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Fourth Quarter
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$
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133.55
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$
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112.63
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Third Quarter
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119.77
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104.44
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Second Quarter
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118.00
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96.58
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First Quarter
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122.13
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88.40
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High
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Low
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||||
Year ended December 31, 2015
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Fourth Quarter
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$
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140.51
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$
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116.55
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Third Quarter
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130.99
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104.00
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Second Quarter
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115.00
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92.60
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First Quarter
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96.45
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76.34
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Declaration Date
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Dividend
Per Share
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Record Date
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Total Amount
(in thousands)
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Payment Date
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||||
Year ended December 31, 2016:
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February 8, 2016
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$
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0.24
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March 10, 2016
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$
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36,174
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March 30, 2016
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April 26, 2016
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0.24
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May 26, 2016
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35,773
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June 16, 2016
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||
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July 27, 2016
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0.26
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August 25, 2016
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39,062
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September 15, 2016
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||
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October 24, 2016
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0.26
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November 17, 2016
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39,150
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December 8, 2016
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Year ended December 31, 2015
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||||
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February 4, 2015
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$
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0.18
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March 10, 2015
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$
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22,895
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March 26, 2015
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April 29, 2015
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0.18
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May 28, 2015
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23,096
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June 18, 2015
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July 29, 2015
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0.24
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August 27, 2015
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31,182
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September 17, 2015
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||
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October 29, 2015
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0.24
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November 19, 2015
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31,354
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December 10, 2015
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Period
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Total Number of
Shares Purchased
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Average Price
Paid Per Share
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Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
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Maximum
Number of
Shares that
May Yet Be
Purchased
Under Plans or
Programs
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|||||
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(In thousands, expect per share data)
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|||||||||||
October 1-31, 2016
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—
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$
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—
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—
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7,998
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November 1-30, 2016
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35
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126.71
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35
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7,963
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December 1-31, 2016
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702
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118.47
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702
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7,261
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Total
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737
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737
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Year Ended December 31,
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||||||||||||||||||
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2016
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2015
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2014
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2013
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2012
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||||||||||
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(in thousands, except per share data)
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||||||||||||||||||
Consolidated Statements of Operations Data:
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||||||||||
Revenue
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$
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8,773,564
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$
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6,672,317
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$
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5,763,485
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$
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4,771,259
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$
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4,030,347
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Operating income
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461,702
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413,566
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517,764
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366,060
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431,724
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|||||
Net income from continuing operations
(1)
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261,285
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722,748
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372,950
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216,358
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302,979
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|||||
Discontinued operations, net of taxes
(2)
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—
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—
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—
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—
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(22,539
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)
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|||||
Net income attributable to Expedia, Inc.
(1)
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281,848
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764,465
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398,097
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232,850
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280,171
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|||||
Earnings per share from continuing operations attributable to Expedia, Inc. available to common stockholders:
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||||||||||
Basic
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$
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1.87
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$
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5.87
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$
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3.09
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$
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1.73
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$
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2.26
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Diluted
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1.82
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5.70
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|
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2.99
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1.67
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|
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2.16
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|||||
Earnings per share attributable to Expedia, Inc. available to common stockholders:
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||||||||||
Basic
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$
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1.87
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$
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5.87
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|
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$
|
3.09
|
|
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$
|
1.73
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|
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$
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2.09
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Diluted
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1.82
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|
|
5.70
|
|
|
2.99
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|
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1.67
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|
|
2.00
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|
|||||
Shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
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||||||||||
Basic
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150,367
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|
|
130,159
|
|
|
128,912
|
|
|
134,912
|
|
|
134,203
|
|
|||||
Diluted
|
154,517
|
|
|
134,018
|
|
|
133,168
|
|
|
139,593
|
|
|
139,929
|
|
|||||
Dividends declared per common share
|
$
|
1.00
|
|
|
$
|
0.84
|
|
|
$
|
0.66
|
|
|
$
|
0.56
|
|
|
$
|
0.96
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working deficit
|
$
|
(2,676,947
|
)
|
|
$
|
(2,949,756
|
)
|
|
$
|
(1,263,283
|
)
|
|
$
|
(1,075,817
|
)
|
|
$
|
(368,967
|
)
|
Total assets
|
15,777,546
|
|
|
15,485,675
|
|
|
9,012,299
|
|
|
7,734,689
|
|
|
7,126,796
|
|
|||||
Long-term debt
|
3,159,336
|
|
|
3,183,140
|
|
|
1,738,548
|
|
|
1,244,620
|
|
|
1,243,395
|
|
|||||
Non-redeemable non-controlling interest
(3)
|
1,560,802
|
|
|
65,373
|
|
|
109,462
|
|
|
113,521
|
|
|
109,129
|
|
|||||
Total stockholders’ equity
|
5,693,103
|
|
|
4,929,767
|
|
|
1,893,729
|
|
|
2,258,985
|
|
|
2,389,388
|
|
(1)
|
On May 22, 2015, we completed the sale of our 62.4% ownership stake in eLong, Inc. We recognized an after tax gain of $395 million (or $509 million pre-tax gain) during 2015.
|
(2)
|
On December 20, 2011, we completed the spin-off of TripAdvisor. Immediately prior to the spin-off, we effected a one-for-two reverse stock split. In order to complete the spin-off, we were required to redeem the $400 million principal of our 8.5% senior notes due 2016, which were legally extinguished in the first quarter of 2012. Accordingly, the related debt extinguishment losses was presented in discontinued operations for 2012.
|
(3)
|
On December 16, 2016, our majority-owned subsidiary, trivago, completed its IPO. In conjunction with the IPO, Expedia and trivago's founders entered into an Amended and Restated Shareholders' Agreement under which the original put/call rights were no longer effective and, as such, we reclassified the redeemable non-controlling interest into non-redeemable non-controlling interest on the consolidated balance sheet. See
NOTE 12 — Redeemable Non-controlling Interests
in the notes to consolidated financial statements for further information.
|
•
|
It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and
|
•
|
Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.
|
•
|
City of San Diego, California Litigation.
On December 12, 2016, the California Supreme Court affirmed the Court of Appeals’ decision, concluding that the defendant online travel companies do not operate hotels, and therefore they are not liable for hotel taxes. As a result of this decision, the California Court of Appeals has lifted the stays for the City of Los Angeles Litigation and City of San Diego Litigation and these cases will proceed in light of this decision. While not part of the court’s reasoning for its decision, the court commented that under the San Diego ordinance hotel taxes would be due on amounts that hotels require online travel companies to charge consumers under specific contractual rate parity clauses.
|
•
|
Nassau County, New York Litigation. On December 2, 2016, the court granted the defendant online travel companies’ motion for summary judgment and rejected Nassau County’s attempt to tax the amounts the defendants charge for their services.
|
•
|
State of Kentucky Litigation.
The parties reached a settlement and, on January 31, 2017, the court entered an order dismissing the case.
|
•
|
State of Indiana Litigation
. On December 20, 2016, the Indiana Tax Court held that tax assessments against Orbitz were issued in error as a matter of law.
|
•
|
Minnesota Cities Litigation.
The parties reached a settlement and, on January 11, 2017, the court dismissed the appeals filed by certain Expedia companies, thereby ending the case.
|
•
|
State of Maine Litigation.
The parties have reached a settlement in principle.
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Gross Bookings
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
$
|
66,063
|
|
|
$
|
54,252
|
|
|
$
|
42,869
|
|
|
22
|
%
|
|
27
|
%
|
trivago
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
Egencia
|
6,368
|
|
|
5,427
|
|
|
5,149
|
|
|
17
|
%
|
|
5
|
%
|
|||
HomeAway
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
eLong
(3)
|
—
|
|
|
1,151
|
|
|
2,429
|
|
|
N/A
|
|
|
N/A
|
|
|||
Total gross bookings
|
$
|
72,431
|
|
|
$
|
60,830
|
|
|
$
|
50,447
|
|
|
19
|
%
|
|
21
|
%
|
Revenue Margin
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
10.7
|
%
|
|
10.8
|
%
|
|
11.4
|
%
|
|
|
|
|
|||||
trivago
(1)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|||||
Egencia
|
7.3
|
%
|
|
7.4
|
%
|
|
7.8
|
%
|
|
|
|
|
|||||
HomeAway
(2)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|||||
eLong
(3)
|
N/A
|
|
|
3.6
|
%
|
|
7.3
|
%
|
|
|
|
|
|||||
Total revenue margin
|
12.1
|
%
|
|
11.0
|
%
|
|
11.4
|
%
|
|
|
|
|
(1)
|
trivago, which is comprised of a hotel metasearch business that differs from our transaction-based websites, does not have associated gross bookings or revenue margin. However, third-party revenue from trivago is included in revenue used to calculate total revenue margin.
|
(2)
|
Gross bookings from HomeAway, our online marketplace for the vacation rental industry acquired in December 2015, are also currently excluded from the above total gross bookings. Revenue from HomeAway is included in revenue used to calculate total revenue margin. We have been in the process of determining comparable on-platform gross bookings and plan to begin disclosing this metric along with the historical comparable information in the first quarter of 2017.
|
(3)
|
Includes results for eLong through its disposal on May 22, 2015.
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenue by Segment
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
$
|
7,084
|
|
|
$
|
5,877
|
|
|
$
|
4,904
|
|
|
21
|
%
|
|
20
|
%
|
trivago (Third-party revenue)
|
539
|
|
|
333
|
|
|
281
|
|
|
62
|
%
|
|
19
|
%
|
|||
Egencia
|
462
|
|
|
400
|
|
|
400
|
|
|
16
|
%
|
|
0
|
%
|
|||
HomeAway
|
689
|
|
|
20
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
eLong
|
—
|
|
|
42
|
|
|
178
|
|
|
N/A
|
|
|
N/A
|
|
|||
Total revenue
|
$
|
8,774
|
|
|
$
|
6,672
|
|
|
$
|
5,763
|
|
|
31
|
%
|
|
16
|
%
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenue by Business Model
|
|
|
|
|
|
||||||||||||
Merchant
|
$
|
4,852
|
|
|
$
|
4,204
|
|
|
$
|
3,749
|
|
|
15
|
%
|
|
12
|
%
|
Agency
|
2,425
|
|
|
1,882
|
|
|
1,535
|
|
|
29
|
%
|
|
23
|
%
|
|||
Advertising and media
(1)
|
807
|
|
|
566
|
|
|
479
|
|
|
43
|
%
|
|
18
|
%
|
|||
HomeAway
|
689
|
|
|
20
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
Total revenue
|
$
|
8,774
|
|
|
$
|
6,672
|
|
|
$
|
5,763
|
|
|
31
|
%
|
|
16
|
%
|
(1)
|
Includes third-party revenue from trivago as well as our transaction-based websites.
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Customer operations
|
$
|
727
|
|
|
$
|
569
|
|
|
$
|
536
|
|
|
28
|
%
|
|
6
|
%
|
Credit card processing
|
508
|
|
|
451
|
|
|
414
|
|
|
13
|
%
|
|
9
|
%
|
|||
Data center and other
|
362
|
|
|
290
|
|
|
229
|
|
|
25
|
%
|
|
26
|
%
|
|||
Total cost of revenue
(1)
|
$
|
1,597
|
|
|
$
|
1,310
|
|
|
$
|
1,179
|
|
|
22
|
%
|
|
11
|
%
|
% of revenue
|
18.2
|
%
|
|
19.6
|
%
|
|
20.5
|
%
|
|
|
|
|
|||||
(1) Includes the following eLong amounts:
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
58
|
|
|
N/A
|
|
|
N/A
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Direct costs
|
$
|
3,530
|
|
|
$
|
2,718
|
|
|
$
|
2,256
|
|
|
30
|
%
|
|
20
|
%
|
Indirect costs
|
837
|
|
|
663
|
|
|
552
|
|
|
26
|
%
|
|
20
|
%
|
|||
Total selling and marketing
(1)
|
$
|
4,367
|
|
|
$
|
3,381
|
|
|
$
|
2,808
|
|
|
29
|
%
|
|
20
|
%
|
% of revenue
|
49.8
|
%
|
|
50.7
|
%
|
|
48.7
|
%
|
|
|
|
|
|||||
(1) Includes the following eLong amounts:
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
124
|
|
|
N/A
|
|
|
N/A
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Personnel and overhead
|
$
|
627
|
|
|
$
|
434
|
|
|
$
|
370
|
|
|
45
|
%
|
|
17
|
%
|
Depreciation and amortization of technology assets
|
362
|
|
|
265
|
|
|
214
|
|
|
36
|
%
|
|
24
|
%
|
|||
Other
|
246
|
|
|
131
|
|
|
102
|
|
|
88
|
%
|
|
29
|
%
|
|||
Total technology and content
(1)
|
$
|
1,235
|
|
|
$
|
830
|
|
|
$
|
686
|
|
|
49
|
%
|
|
21
|
%
|
% of revenue
|
14.1
|
%
|
|
12.4
|
%
|
|
11.9
|
%
|
|
|
|
|
|||||
(1) Includes the following eLong amounts:
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
21
|
|
|
N/A
|
|
|
N/A
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Personnel and overhead
|
$
|
411
|
|
|
$
|
330
|
|
|
$
|
277
|
|
|
24
|
%
|
|
19
|
%
|
Professional fees and other
|
267
|
|
|
244
|
|
|
148
|
|
|
10
|
%
|
|
65
|
%
|
|||
Total general and administrative
(1)
|
$
|
678
|
|
|
$
|
574
|
|
|
$
|
425
|
|
|
18
|
%
|
|
35
|
%
|
% of revenue
|
7.7
|
%
|
|
8.6
|
%
|
|
7.4
|
%
|
|
|
|
|
|||||
(1) Includes the following eLong amounts:
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
24
|
|
|
N/A
|
|
|
N/A
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Amortization of intangible assets
|
$
|
317
|
|
|
$
|
156
|
|
|
$
|
77
|
|
|
103
|
%
|
|
104
|
%
|
Impairment of intangible assets
|
35
|
|
|
7
|
|
|
3
|
|
|
N/A
|
|
|
N/A
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||
|
($ in millions)
|
|
|
|
|
||||||||||
Legal reserves, occupancy tax and other
|
$
|
26
|
|
|
$
|
(105
|
)
|
|
$
|
42
|
|
|
N/A
|
|
N/A
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Operating income
|
$
|
462
|
|
|
$
|
414
|
|
|
$
|
518
|
|
|
12
|
%
|
|
(20
|
)%
|
% of revenue
|
5.3
|
%
|
|
6.2
|
%
|
|
9.0
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Interest income
|
$
|
20
|
|
|
$
|
17
|
|
|
$
|
27
|
|
|
18
|
%
|
|
(39
|
)%
|
Interest expense
|
(173
|
)
|
|
(126
|
)
|
|
(98
|
)
|
|
37
|
%
|
|
29
|
%
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
($ in millions)
|
||||||||||
Foreign exchange rate gains (losses), net
|
$
|
(15
|
)
|
|
$
|
25
|
|
|
$
|
6
|
|
Non-controlling interest basis adjustment
|
—
|
|
|
77
|
|
|
3
|
|
|||
Other-than-temporary investment impairments
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(5
|
)
|
|
11
|
|
|
9
|
|
|||
Total other, net
|
$
|
(32
|
)
|
|
$
|
113
|
|
|
$
|
18
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Provision for income taxes
|
$
|
15
|
|
|
$
|
203
|
|
|
$
|
92
|
|
|
(92
|
)%
|
|
122
|
%
|
Effective tax rate
|
5.5
|
%
|
|
21.9
|
%
|
|
19.7
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
$ Change
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs 2015
|
|
2015 vs 2014
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash provided by (used in) operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,564
|
|
|
$
|
1,368
|
|
|
$
|
1,367
|
|
|
$
|
196
|
|
|
$
|
1
|
|
Investing activities
|
(718
|
)
|
|
(2,371
|
)
|
|
(924
|
)
|
|
1,653
|
|
|
(1,447
|
)
|
|||||
Financing activities
|
(691
|
)
|
|
1,404
|
|
|
48
|
|
|
(2,095
|
)
|
|
1,356
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(35
|
)
|
|
(127
|
)
|
|
(109
|
)
|
|
92
|
|
|
(18
|
)
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Number of shares repurchased
|
4.0 million
|
|
|
0.5 million
|
|
|
7.0 million
|
|
|||
Average price per share
|
$
|
109.64
|
|
|
$
|
85.27
|
|
|
$
|
76.26
|
|
Total cost of repurchases (in millions)
(1)
|
$
|
436
|
|
|
$
|
45
|
|
|
$
|
537
|
|
(1)
|
Amount excludes transaction costs.
|
|
|
|
By Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
More than
5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Long-term debt
(1)
|
$
|
4,253
|
|
|
$
|
159
|
|
|
$
|
818
|
|
|
$
|
993
|
|
|
$
|
2,283
|
|
Operating leases
(2)
|
514
|
|
|
120
|
|
|
212
|
|
|
92
|
|
|
90
|
|
|||||
Purchase obligations
(3)
|
268
|
|
|
239
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|||||
Guarantees
(4)
|
150
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
(4)
|
49
|
|
|
44
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Total
(5)
|
$
|
5,234
|
|
|
$
|
712
|
|
|
$
|
1,064
|
|
|
$
|
1,085
|
|
|
$
|
2,373
|
|
(1)
|
Our 7.456% Notes, 5.95% Notes, 2.5% Notes, 4.5% Notes, and 5.0% Notes include interest payments through maturity in 2018, 2020, 2022, 2024, and 2026 respectively, based on the stated fixed rates. For the 2.5% Notes, the
December 31, 2016
Euro exchange rate was used to convert the Euro 650 million to U.S. Dollars and calculate the related U.S. Dollar interest payments.
|
(2)
|
The operating leases are for office space and related office equipment. We account for these leases on a monthly basis. Certain leases contain periodic rent escalation adjustments and renewal options. Operating lease obligations expire at various dates with the latest maturity in
2026
.
|
(3)
|
Our purchase obligations represent the minimum obligations we have under agreements with certain of our vendors and marketing partners. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use.
|
(4)
|
Guarantees and LOCs are commitments that represent funding responsibilities that may require our performance in the event of third-party demands or contingent events. We use our stand-by LOCs primarily for certain regulatory purposes as well as to secure payment for hotel room transactions to particular hotel properties. Of the outstanding balance of our stand-by LOCs,
$19 million
directly reduces the amount available to us from our revolving credit facility. The LOC amounts in the above table represent the amount of commitment expiration per period. In addition, we provide a guarantee to the aviation authorities of certain foreign countries to protect against potential non-delivery of our packaged travel services sold within those countries. These countries hold all travel agents and tour companies to the same standard. Our guarantees also include bonds relating to tax assessments that we are contesting and certain surety bonds related to various company performance obligations.
|
(5)
|
Excludes
$221 million
of unrecognized tax benefits for which we cannot make a reasonably reliable estimate of the amount and period of payment.
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
1.1
|
|
Underwriting Agreement, dated Expedia, Inc., as Issuer, the Guarantors party thereto, and BNP Paribas, Goldman, Sachs & Co., J.P. Morgan Securities plc, as Representatives of the several Underwriters (relating to the Fourth Supplemental Indenture on Exhibit 4.6)
|
|
|
|
8-K
|
|
000-51447
|
|
1.1
|
|
6/3/2015
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
2.1
|
|
Separation Agreement by and between Expedia, Inc. and IAC/InterActiveCorp, dated as of August 9, 2005
|
|
|
|
10-Q
|
|
000-51447
|
|
2.1
|
|
11/14/2005
|
2.2
|
|
Separation Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
12/27/2011
|
2.3
|
|
Share Purchase Agreement, dated as of December 21, 2012, by and among Expedia, Inc., trivago GmbH, a wholly owned subsidiary of Expedia and the shareholders of trivago GmbH party thereto.
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
12/21/2012
|
2.4
|
|
Shareholders Agreement, dated as of December 21, 2012 by and among trivago GmbH, Expedia, Inc., a wholly owned subsidiary of Expedia and certain shareholders of trivago GmbH.
|
|
|
|
8-K
|
|
000-51447
|
|
2.2
|
|
12/21/2012
|
2.5
|
|
Agreement and Plan of Merger, dated as of February 12, 2015, by and among Expedia, Inc., Xeta, Inc., and Orbtiz Worldwide, Inc.
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
2/13/2015
|
2.6
|
|
Purchase and Sale Agreement (Cruise), dated March 10, 2015, by and between Immunex Corporation and Cruise, LLC
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
4/2/2015
|
2.7
|
|
First Amendment to Purchase and Sale, dated March 25, 2015, by and between Immunex Corporation and Cruise, LLC
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
4/2/2015
|
2.8
|
|
Share Purchase Agreement, dated May 22, 2015, by and among Expedia, Inc., Expedia Asia Pacific - Alpha Limited, Ctrip.com International, Ltd., C-Travel International Limited, Luxuriant Holdings Limited, Keystone Lodging Holdings Limited and Plateno Group Limited
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
5/22/2015
|
2.9
|
|
Agreement and Plan of Reorganization, dated as of November 4, 2015, by and among Expedia, Inc., HMS 1 Inc. and HomeAway, Inc.
|
|
|
|
8-K
|
|
001-37429
|
|
2.1
|
|
11/5/2015
|
3.2
|
|
Amended and Restated Bylaws of Expedia, Inc.
|
|
|
|
8-K
|
|
000-51447
|
|
3.3
|
|
8/15/2005
|
4.1
|
|
Indenture, dated as of August 21, 2006, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Trust Company, N.A., as Trustee, relating to Expedia, Inc.’s 7.456% Senior Notes due 2018
|
|
|
|
10-Q
|
|
000-51447
|
|
4.1
|
|
11/14/2006
|
4.2
|
|
First Supplemental Indenture, dated as of January 19, 2007, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee
|
|
|
|
S-4
|
|
333-140195
|
|
4.2
|
|
1/25/2007
|
4.3
|
|
Indenture, dated as of August 5, 2010, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.95% Senior Notes due 2020
|
|
|
|
8-K
|
|
000-51447
|
|
4.1
|
|
8/10/2010
|
4.4
|
|
Ninth Supplemental Indenture, dated as of September 30, 2016, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
10/3/2016
|
4.5
|
|
Indenture, dated as of August 13, 2014, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
|
|
8-K
|
|
000-51447
|
|
4.1
|
|
8/18/2014
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
4.6
|
|
First Supplemental Indenture, dated as of August 18, 2014, among Expedia, Inc., the Subsidiary Guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 4.500% Senior Notes due 2024
|
|
|
|
8-K
|
|
000-51447
|
|
4.2
|
|
8/18/2014
|
4.7
|
|
Fourth Supplemental Indenture, dated as of June 3, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 2.500% Senior Notes due 2022
|
|
|
|
8-K
|
|
000-51447
|
|
4.2
|
|
6/3/2015
|
4.8
|
|
Indenture, dated as of December 8, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.000% Senior Notes due 2026
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
12/8/2015
|
10.1
|
|
Amended and Restated Governance Agreement among Expedia, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
10.10
|
|
12/27/2011
|
10.2
|
|
Assignment and Assumption of Governance Agreement, among Liberty Expedia holdings, Inc., LEXE Marginco, LLC, LEXEB, LLC, Liberty Interactive Corporation, Barry Diller and Expedia, Inc., dated as of November 4, 2016
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.6
|
|
11/7/2016
|
10.3
|
|
Amended and Restated Stockholders Agreement between Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011
|
|
|
|
10-K
|
|
000-51447
|
|
10.1
|
|
2/10/2012
|
10.4
|
|
Assignment and Assumption of Stockholders Agreement, by and among Liberty Expedia Holdings, Inc., Liberty Interactive Corporation and Barry Diller, dated November 4, 2016
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.7
|
|
11/7/2016
|
10.5
|
|
Amendment No. 1 to Stockholders Agreement, by and between Liberty Expedia Holdings, Inc. and Barry Diller, dated November 4, 2016
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.8
|
|
11/7/2016
|
10.6
|
|
Amended and Restated Transaction Agreement, by and among Liberty Interactive Corporation, Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of September 22, 2016
|
|
|
|
S-4/A*†
|
|
333-210377
|
|
10.1
|
|
9/23/2016
|
10.7
|
|
Assignment Agreement, by and between Barry Diller and Liberty Expedia Holdings, Inc., dated November 4, 2016
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.10
|
|
11/7/2016
|
10.8
|
|
Tax Sharing Agreement by and between Expedia, Inc. and IAC/InterActiveCorp, dated as of August 9, 2005
|
|
|
|
10-Q
|
|
000-51447
|
|
10.10
|
|
11/14/2005
|
10.9
|
|
Employee Matters Agreement by and between Expedia, Inc. and IAC/InterActiveCorp, dated as of August 9, 2005
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
11/14/2005
|
10.10
|
|
Tax Sharing Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
12/27/2011
|
10.11
|
|
Employee Matters Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
10.3
|
|
12/27/2011
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
10.12
|
|
Amended and Restated Credit Agreement dated as of September 5, 2014, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company; Hotwire, Inc., a Delaware corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
9/11/2014
|
10.13
|
|
First Amendment, dated as of February 4, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
2/8/2016
|
10.14
|
|
Second Amendment, dated as December 22, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent
|
|
X
|
|
|
|
|
|
|
|
|
10.15
|
|
Office Building Lease by and between Tower 333 LLC, a Delaware limited liability company, and Expedia, Inc., a Washington corporation, dated June 25, 2007
|
|
|
|
10-Q
|
|
000-51447
|
|
10.10
|
|
8/3/2007
|
10.16*
|
|
Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan
|
|
|
|
DEF 14A
|
|
001-37429
|
|
Appendix A
|
|
8/23/2016
|
10.17*
|
|
Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan
|
|
|
|
S-8
|
|
333-206990
|
|
99.1
|
|
9/17/2015
|
10.18*
|
|
HomeAway, Inc. 2011 Equity Incentive Plan
|
|
|
|
S-8
|
|
333-208548
|
|
99.10
|
|
12/15/2015
|
10.19*
|
|
Expedia, Inc. 2013 Employee Stock Purchase Plan
|
|
|
|
DEF14A
|
|
000-51447
|
|
Appendix B
|
|
4/30/2013
|
10.20*
|
|
Expedia, Inc. 2013 International Employee Stock Purchase Plan
|
|
|
|
DEF 14A
|
|
000-51447
|
|
Appendix C
|
|
4/30/2013
|
10.21*
|
|
Form of Expedia, Inc. Restricted Stock Unit Agreement (Directors)
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
8/1/2014
|
10.22*
|
|
Form of Expedia, Inc. Restricted Stock Unit Agreement
|
|
X
|
|
|
|
|
|
|
|
|
10.23*
|
|
Form of Expedia, Inc. Stock Option Agreement
|
|
X
|
|
|
|
|
|
|
|
|
10.24*
|
|
Amended and Restated Expedia, Inc. Non-Employee Director Deferred Compensation Plan, effective as of January 1, 2009
|
|
|
|
10-K
|
|
000-51447
|
|
10.1
|
|
2/19/2009
|
10.25*
|
|
Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2009
|
|
|
|
10-K
|
|
000-51447
|
|
10.2
|
|
2/19/2009
|
10.26*
|
|
First Amendment of the Executed Deferred Compensation Plan, effective as of December 31, 2014
|
|
|
|
10-K
|
|
000-51447
|
|
10.20
|
|
2/6/2015
|
10.27*
|
|
Employment Agreement between Dara Khosrowshahi and Expedia, Inc., effective as of March 31, 2015
|
|
|
|
8-K
|
|
000-51447
|
|
10.10
|
|
4/1/2015
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
10.28*
|
|
Second Amended and Restated Expedia, Inc. Restricted Stock Unit Agreement for Dara Khosrowshahi, dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
10.5
|
|
12/27/2011
|
10.29*
|
|
Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March 31, 2015
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
4/1/2015
|
10.30*
|
|
Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March 31, 2015
|
|
|
|
8-K
|
|
000-51447
|
|
10.3
|
|
4/1/2015
|
10.31*
|
|
Stock Option Agreement between IAC/InterActiveCorp and Barry Diller, dated as of June 7, 2005
|
|
|
|
10-Q**
|
|
000-20570
|
|
10.8
|
|
11/09/2005
|
10.32*
|
|
IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan
|
|
|
|
S-4/A**
|
|
333-124303
|
|
Annex J
|
|
06/17/2005
|
10.33*
|
|
Amended and Restated Employment Agreement by and between Mark D. Okerstrom and Expedia, Inc., effective as of October 20, 2011
|
|
|
|
S-4/A
|
|
333-175828
|
|
10.17
|
|
10/24/2011
|
10.34*
|
|
Amendment to the Amended and Restated Employment Agreement by and between Mark D. Okerstrom and Expedia, Inc., effective March 7, 2014
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
03/07/2014
|
10.35*
|
|
Second Amendment to the Amended and Restated Employment Agreement by and between Mark D. Okerstrom and Expedia, Inc., dated September 11, 2014
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
09/12/2014
|
10.36*
|
|
Third Amendment to the Amended and Restated Employment Agreement by and between Mark D. Okerstrom and Expedia, Inc., dated March 7, 2016
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
03/09/2016
|
10.37*
|
|
Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March 7, 2016
|
|
|
|
8-K
|
|
001-37429
|
|
10.2
|
|
03/09/2016
|
10.38*
|
|
Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March 7, 2016
|
|
|
|
8-K
|
|
001-37429
|
|
10.3
|
|
03/09/2016
|
10.39*
|
|
Employment Agreement between Robert J. Dzielak and Expedia, Inc., effective as of March 2, 2015
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
03/04/2015
|
21
|
|
Subsidiaries of the Registrant
|
|
X
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
X
|
|
|
|
|
|
|
|
|
31.1
|
|
Certifications of the Chairman and Senior Executive Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
31.3
|
|
Certification of the Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
32.1***
|
|
Certification of the Chairman and Senior Executive pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
32.2***
|
|
Certification of the Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
32.3***
|
|
Certification of the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
101
|
|
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
|
X
|
|
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
**
|
Indicates reference to filing of IAC/InterActiveCorp
|
*†
|
Indicates reference to filing of Liberty Expedia Holdings, Inc.
|
***
|
Furnished herewith
|
|
Expedia, Inc.
|
|
|
|
|
|
By:
|
/s/ DARA KHOSROWSHAHI
|
|
|
Dara Khosrowshahi
Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ DARA KHOSROWSHAHI
|
|
Chief Executive Officer, President and Director
|
Dara Khosrowshahi
|
|
(Principal Executive Officer)
|
|
|
|
/s/ MARK D. OKERSTROM
|
|
Chief Financial Officer
|
Mark D. Okerstrom
|
|
(Principal Financial Officer)
|
|
|
|
/s/ LANCE A. SOLIDAY
|
|
Chief Accounting Officer and Controller
|
Lance A. Soliday
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ BARRY DILLER
|
|
Director (Chairman of the Board)
|
Barry Diller
|
|
|
|
|
|
/s/ VICTOR A. KAUFMAN
|
|
Director (Vice Chairman)
|
Victor A. Kaufman
|
|
|
|
|
|
/s/ SUSAN C. ATHEY
|
|
Director
|
Susan C. Athey
|
|
|
|
|
|
/s/ A. GEORGE BATTLE
|
|
Director
|
A. George Battle
|
|
|
|
|
|
/s/ PAMELA L. COE
|
|
Director
|
Pamela L. Coe
|
|
|
|
|
|
/s/ JONATHAN L. DOLGEN
|
|
Director
|
Jonathan L. Dolgen
|
|
|
|
|
|
/s/ CRAIG A. JACOBSON
|
|
Director
|
Craig A. Jacobson
|
|
|
|
|
|
/s/ PETER M. KERN
|
|
Director
|
Peter M. Kern
|
|
|
|
|
|
/s/ JOHN C. MALONE
|
|
Director
|
John C. Malone
|
|
|
|
|
|
/s/ SCOTT RUDIN
|
|
Director
|
Scott Rudin
|
|
|
|
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
Director
|
Christopher W. Shean
|
|
|
|
|
|
/s/ ALEXANDER VON FURSTENBERG
|
|
Director
|
Alexander von Furstenberg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except for per share data)
|
||||||||||
Revenue
|
$
|
8,773,564
|
|
|
$
|
6,672,317
|
|
|
$
|
5,763,485
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue
(1)
|
1,596,698
|
|
|
1,309,559
|
|
|
1,179,081
|
|
|||
Selling and marketing
(1)
|
4,367,417
|
|
|
3,381,086
|
|
|
2,808,329
|
|
|||
Technology and content
(1)
|
1,235,019
|
|
|
830,244
|
|
|
686,154
|
|
|||
General and administrative
(1)
|
678,292
|
|
|
573,913
|
|
|
425,373
|
|
|||
Amortization of intangible assets
|
317,141
|
|
|
156,458
|
|
|
76,773
|
|
|||
Impairment of intangible assets
|
34,890
|
|
|
7,207
|
|
|
2,842
|
|
|||
Legal reserves, occupancy tax and other
|
26,498
|
|
|
(104,587
|
)
|
|
41,539
|
|
|||
Restructuring and related reorganization charges
(1)
|
55,907
|
|
|
104,871
|
|
|
25,630
|
|
|||
Operating income
|
461,702
|
|
|
413,566
|
|
|
517,764
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
19,726
|
|
|
16,695
|
|
|
27,288
|
|
|||
Interest expense
|
(173,148
|
)
|
|
(126,195
|
)
|
|
(98,089
|
)
|
|||
Gain on sale of business
|
—
|
|
|
508,810
|
|
|
—
|
|
|||
Other, net
|
(31,680
|
)
|
|
113,086
|
|
|
17,678
|
|
|||
Total other income (expense), net
|
(185,102
|
)
|
|
512,396
|
|
|
(53,123
|
)
|
|||
Income before income taxes
|
276,600
|
|
|
925,962
|
|
|
464,641
|
|
|||
Provision for income taxes
|
(15,315
|
)
|
|
(203,214
|
)
|
|
(91,691
|
)
|
|||
Net income
|
261,285
|
|
|
722,748
|
|
|
372,950
|
|
|||
Net loss attributable to non-controlling interests
|
20,563
|
|
|
41,717
|
|
|
25,147
|
|
|||
Net income attributable to Expedia, Inc.
|
$
|
281,848
|
|
|
$
|
764,465
|
|
|
$
|
398,097
|
|
Earnings per share attributable to Expedia, Inc. available to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.87
|
|
|
$
|
5.87
|
|
|
$
|
3.09
|
|
Diluted
|
1.82
|
|
|
5.70
|
|
|
2.99
|
|
|||
Shares used in computing earnings per share:
|
|
|
|
|
|
||||||
Basic
|
150,367
|
|
|
130,159
|
|
|
128,912
|
|
|||
Diluted
|
154,517
|
|
|
134,018
|
|
|
133,168
|
|
|||
Dividends declared per common share
|
$
|
1.00
|
|
|
$
|
0.84
|
|
|
$
|
0.66
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
261,285
|
|
|
$
|
722,748
|
|
|
$
|
372,950
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Currency translation adjustments and other, net of taxes
|
(10,217
|
)
|
|
(147,815
|
)
|
|
(164,666
|
)
|
|||
Net reclassification of foreign currency translation adjustments into total other income (expenses), net
|
—
|
|
|
(43,183
|
)
|
|
—
|
|
|||
Unrealized gains (losses) on available for sale securities, net of taxes
|
154
|
|
|
(67
|
)
|
|
(60
|
)
|
|||
Other comprehensive loss, net of tax
|
(10,063
|
)
|
|
(191,065
|
)
|
|
(164,726
|
)
|
|||
Comprehensive income
|
251,222
|
|
|
531,683
|
|
|
208,224
|
|
|||
Less: Comprehensive income (loss) attributable to non-controlling interests
|
(29,075
|
)
|
|
(86,662
|
)
|
|
(32,902
|
)
|
|||
Comprehensive income attributable to Expedia, Inc.
|
$
|
280,297
|
|
|
$
|
618,345
|
|
|
$
|
241,126
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except per share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,796,811
|
|
|
$
|
1,676,299
|
|
Restricted cash and cash equivalents
|
18,733
|
|
|
11,324
|
|
||
Short-term investments
|
72,313
|
|
|
33,739
|
|
||
Accounts receivable, net of allowance of $25,278 and $27,035
|
1,343,247
|
|
|
1,082,406
|
|
||
Income taxes receivable
|
19,402
|
|
|
13,805
|
|
||
Prepaid expenses and other current assets
|
199,745
|
|
|
158,688
|
|
||
Total current assets
|
3,450,251
|
|
|
2,976,261
|
|
||
Property and equipment, net
|
1,394,904
|
|
|
1,064,259
|
|
||
Long-term investments and other assets
|
520,058
|
|
|
642,802
|
|
||
Deferred income taxes
|
23,658
|
|
|
15,458
|
|
||
Intangible assets, net
|
2,446,652
|
|
|
2,793,954
|
|
||
Goodwill
|
7,942,023
|
|
|
7,992,941
|
|
||
TOTAL ASSETS
|
$
|
15,777,546
|
|
|
$
|
15,485,675
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable, merchant
|
$
|
1,509,313
|
|
|
$
|
1,329,870
|
|
Accounts payable, other
|
577,012
|
|
|
485,557
|
|
||
Deferred merchant bookings
|
2,617,791
|
|
|
2,337,037
|
|
||
Deferred revenue
|
282,517
|
|
|
235,809
|
|
||
Income taxes payable
|
49,739
|
|
|
68,019
|
|
||
Accrued expenses and other current liabilities
|
1,090,826
|
|
|
1,469,725
|
|
||
Total current liabilities
|
6,127,198
|
|
|
5,926,017
|
|
||
Long-term debt
|
3,159,336
|
|
|
3,183,140
|
|
||
Deferred income taxes
|
484,970
|
|
|
473,841
|
|
||
Other long-term liabilities
|
312,939
|
|
|
314,432
|
|
||
Commitments and contingencies
|
|
|
|
||||
Redeemable non-controlling interests
|
—
|
|
|
658,478
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock $.0001 par value
|
22
|
|
|
22
|
|
||
Authorized shares: 1,600,000
|
|
|
|
||||
Shares issued: 224,310 and 220,383
|
|
|
|
||||
Shares outstanding: 137,232 and 137,459
|
|
|
|
||||
Class B common stock $.0001 par value
|
1
|
|
|
1
|
|
||
Authorized shares: 400,000
|
|
|
|
||||
Shares issued and outstanding: 12,800 and 12,800
|
|
|
|
||||
Additional paid-in capital
|
8,794,298
|
|
|
8,696,508
|
|
||
Treasury stock — Common stock, at cost
|
(4,510,655
|
)
|
|
(4,054,909
|
)
|
||
Shares: 87,077 and 82,924
|
|
|
|
||||
Retained earnings
|
129,034
|
|
|
507,666
|
|
||
Accumulated other comprehensive income (loss)
|
(280,399
|
)
|
|
(284,894
|
)
|
||
Total Expedia, Inc. stockholders’ equity
|
4,132,301
|
|
|
4,864,394
|
|
||
Non-redeemable non-controlling interests
|
1,560,802
|
|
|
65,373
|
|
||
Total stockholders’ equity
|
5,693,103
|
|
|
4,929,767
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
15,777,546
|
|
|
$
|
15,485,675
|
|
|
|
Common stock
|
|
Class B
common stock
|
|
Additional
paid-in
capital
|
|
Treasury stock
|
|
Retained
earnings
(deficit)
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Non-redeemable
non-controlling
interest
|
|
Total
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Balance as of December 31, 2013
|
|
192,562,367
|
|
|
$
|
19
|
|
|
12,799,999
|
|
|
$
|
1
|
|
|
$
|
5,802,140
|
|
|
75,676,230
|
|
|
$
|
(3,465,675
|
)
|
|
$
|
(209,218
|
)
|
|
$
|
18,197
|
|
|
$
|
113,521
|
|
|
2,258,985
|
|
|
Net income (excludes $9,690 of net loss attributable to redeemable non-controlling interests)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
398,097
|
|
|
|
|
(15,457
|
)
|
|
382,640
|
|
||||||||||||||||
Other comprehensive income, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(156,971
|
)
|
|
10,465
|
|
|
(146,506
|
)
|
||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
4,064,829
|
|
|
1
|
|
|
|
|
|
|
104,598
|
|
|
|
|
|
|
|
|
|
|
|
|
104,599
|
|
|||||||||||||||
Tax benefits on equity awards
|
|
|
|
|
|
|
|
|
|
57,132
|
|
|
|
|
|
|
|
|
|
|
|
|
57,132
|
|
|||||||||||||||||
Issuance of common stock in connection with acquisition
|
|
175,040
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
9,689
|
|
|
(773
|
)
|
|
|
|
|
|
|
|
(773
|
)
|
||||||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
|
|
|
|
7,040,621
|
|
|
(537,088
|
)
|
|
|
|
|
|
|
|
(537,088
|
)
|
||||||||||||||||
Proceeds from issuance of treasury stock
|
|
|
|
|
|
|
|
|
|
14,988
|
|
|
(264,608
|
)
|
|
5,416
|
|
|
|
|
|
|
|
|
20,404
|
|
|||||||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
(38,833
|
)
|
|
|
|
|
|
(45,864
|
)
|
|
|
|
|
|
(84,697
|
)
|
||||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests
|
|
|
|
|
|
|
|
|
|
(116,969
|
)
|
|
|
|
|
|
(143,015
|
)
|
|
|
|
|
|
(259,984
|
)
|
||||||||||||||||
Changes in ownership of non-controlling interests
|
|
|
|
|
|
|
|
|
|
24,090
|
|
|
|
|
|
|
|
|
|
|
933
|
|
|
25,023
|
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
69,620
|
|
|
|
|
|
|
|
|
|
|
|
|
69,620
|
|
|||||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
4,374
|
|
|
73,464
|
|
|
—
|
|
|
|
|
|
|
|
|
4,374
|
|
|||||||||||||||
Balance as of December 31, 2014
|
|
196,802,236
|
|
|
20
|
|
|
12,799,999
|
|
|
1
|
|
|
5,921,140
|
|
|
82,535,396
|
|
|
(3,998,120
|
)
|
|
—
|
|
|
(138,774
|
)
|
|
109,462
|
|
|
1,893,729
|
|
||||||||
Net income (excludes $15,417 of net loss attributable to redeemable non-controlling interest)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
764,465
|
|
|
|
|
(26,300
|
)
|
|
738,165
|
|
||||||||||||||||
Other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(146,120
|
)
|
|
641
|
|
|
(145,479
|
)
|
||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
3,385,749
|
|
|
—
|
|
|
|
|
|
|
96,534
|
|
|
|
|
|
|
|
|
|
|
|
|
96,534
|
|
|||||||||||||||
Withholding taxes for stock options
|
|
|
|
|
|
|
|
|
|
(85,033
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(85,033
|
)
|
|||||||||||||||||
Tax benefits on equity awards
|
|
|
|
|
|
|
|
|
|
89,128
|
|
|
|
|
|
|
|
|
|
|
|
|
89,128
|
|
|||||||||||||||||
Issuance of common stock in connection with acquisition
|
|
20,195,139
|
|
|
2
|
|
|
|
|
|
|
2,552,340
|
|
|
|
|
|
|
|
|
|
|
|
|
2,552,342
|
|
|||||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
127,712
|
|
|
(15,763
|
)
|
|
|
|
|
|
|
|
(15,763
|
)
|
||||||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
|
|
|
|
525,504
|
|
|
(44,822
|
)
|
|
|
|
|
|
|
|
(44,822
|
)
|
||||||||||||||||
Proceeds from issuance of treasury stock
|
|
|
|
|
|
|
|
|
|
18,779
|
|
|
(264,841
|
)
|
|
3,796
|
|
|
|
|
|
|
|
|
22,575
|
|
|||||||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(108,778
|
)
|
|
|
|
|
|
(108,778
|
)
|
||||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests
|
|
|
|
|
|
|
|
|
|
(40,558
|
)
|
|
|
|
|
|
(148,021
|
)
|
|
|
|
|
|
(188,579
|
)
|
||||||||||||||||
Sale of controlling interest in eLong
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
(92,550
|
)
|
|
(92,550
|
)
|
||||||||||||||||
Acquisition of non-controlling interest
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
64,115
|
|
|
64,115
|
|
||||||||||||||||
Other changes in ownership of non-controlling interests
|
|
|
|
|
|
|
|
|
|
(4,198
|
)
|
|
|
|
|
|
|
|
|
|
10,005
|
|
|
5,807
|
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
147,988
|
|
|
|
|
|
|
|
|
|
|
|
|
147,988
|
|
|||||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
388
|
|
|
|
|
|
|
|
|
|
|
|
|
388
|
|
|||||||||||||||||
Balance as of December 31, 2015
|
|
220,383,124
|
|
|
$
|
22
|
|
|
12,799,999
|
|
|
$
|
1
|
|
|
$
|
8,696,508
|
|
|
82,923,771
|
|
|
$
|
(4,054,909
|
)
|
|
$
|
507,666
|
|
|
$
|
(284,894
|
)
|
|
$
|
65,373
|
|
|
$
|
4,929,767
|
|
|
|
Common stock
|
|
Class B
common stock
|
|
Additional
paid-in
capital
|
|
Treasury stock
|
|
Retained
earnings
(deficit)
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Non-redeemable
non-controlling
interest
|
|
Total
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Net income (excludes $22,286 of net loss attributable to redeemable non-controlling interest)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
281,848
|
|
|
|
|
1,723
|
|
|
283,571
|
|
||||||||||||||||
Other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,551
|
)
|
|
—
|
|
|
(1,551
|
)
|
||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
3,413,505
|
|
|
—
|
|
|
|
|
|
|
141,043
|
|
|
|
|
|
|
|
|
|
|
|
|
141,043
|
|
|||||||||||||||
Withholding taxes for stock options
|
|
|
|
|
|
|
|
|
|
(1,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1,282
|
)
|
|||||||||||||||||
Issuance of common stock in connection with acquisitions
|
|
513,140
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
174,378
|
|
|
(19,377
|
)
|
|
|
|
|
|
|
|
(19,377
|
)
|
||||||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
|
|
|
|
3,979,170
|
|
|
(436,369
|
)
|
|
|
|
|
|
|
|
(436,369
|
)
|
||||||||||||||||
Impact of adoption of new accounting guidance related to stock-based compensation
|
|
|
|
|
|
|
|
|
|
10,048
|
|
|
|
|
|
|
(7,037
|
)
|
|
|
|
|
|
3,011
|
|
||||||||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(149,906
|
)
|
|
|
|
|
|
(149,906
|
)
|
||||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests
|
|
|
|
|
|
|
|
|
|
(344,064
|
)
|
|
|
|
|
|
(503,537
|
)
|
|
|
|
|
|
(847,601
|
)
|
||||||||||||||||
Change in ownership of non-controlling interest related to trivago initial public offering ("IPO")
|
|
|
|
|
|
|
|
|
|
(32,141
|
)
|
|
|
|
|
|
|
|
6,046
|
|
|
26,095
|
|
|
—
|
|
|||||||||||||||
Transfer from redeemable non-controlling interests
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
1,380,976
|
|
|
1,380,976
|
|
||||||||||||||||
Proceeds related to trivago IPO, net of fees and expenses
|
|
|
|
|
|
|
|
|
|
124,616
|
|
|
|
|
|
|
|
|
|
|
85,287
|
|
|
209,903
|
|
||||||||||||||||
Other changes in ownership of non-controlling interests
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
274
|
|
|
274
|
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
196,358
|
|
|
|
|
|
|
|
|
|
|
|
|
196,358
|
|
|||||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
3,212
|
|
|
|
|
|
|
|
|
|
|
1,074
|
|
|
4,286
|
|
||||||||||||||||
Balance as of December 31, 2016
|
|
224,309,769
|
|
|
$
|
22
|
|
|
12,799,999
|
|
|
$
|
1
|
|
|
$
|
8,794,298
|
|
|
87,077,319
|
|
|
$
|
(4,510,655
|
)
|
|
$
|
129,034
|
|
|
$
|
(280,399
|
)
|
|
$
|
1,560,802
|
|
|
$
|
5,693,103
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
261,285
|
|
|
$
|
722,748
|
|
|
$
|
372,950
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of property and equipment, including internal-use software and website development
|
477,061
|
|
|
336,680
|
|
|
265,817
|
|
|||
Amortization of stock-based compensation
|
242,417
|
|
|
178,068
|
|
|
85,011
|
|
|||
Amortization of intangible assets
|
317,141
|
|
|
156,458
|
|
|
76,773
|
|
|||
Impairment of intangible assets
|
34,890
|
|
|
7,207
|
|
|
2,842
|
|
|||
Deferred income taxes
|
(14,088
|
)
|
|
(21,635
|
)
|
|
(79,031
|
)
|
|||
Foreign exchange (gain) loss on cash, cash equivalents and short-term investments, net
|
16,253
|
|
|
88,528
|
|
|
79,410
|
|
|||
Realized (gain) loss on foreign currency forwards
|
53,089
|
|
|
(54,226
|
)
|
|
5,481
|
|
|||
Gain on sale of business
|
—
|
|
|
(508,810
|
)
|
|
—
|
|
|||
Non-controlling interest basis adjustment
|
—
|
|
|
(77,400
|
)
|
|
—
|
|
|||
Other
|
7,555
|
|
|
15,865
|
|
|
8,966
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions and disposals:
|
|
|
|
|
|
||||||
Accounts receivable
|
(276,154
|
)
|
|
(198,262
|
)
|
|
(157,957
|
)
|
|||
Prepaid expenses and other assets
|
(30,198
|
)
|
|
97,701
|
|
|
(65,203
|
)
|
|||
Accounts payable, merchant
|
184,398
|
|
|
97,248
|
|
|
110,603
|
|
|||
Accounts payable, other, accrued expenses and other current liabilities
|
79,202
|
|
|
194,458
|
|
|
271,454
|
|
|||
Tax payable/receivable, net
|
(100,525
|
)
|
|
39,776
|
|
|
39,971
|
|
|||
Deferred merchant bookings
|
261,402
|
|
|
299,534
|
|
|
331,133
|
|
|||
Deferred revenue
|
50,606
|
|
|
(5,893
|
)
|
|
18,739
|
|
|||
Net cash provided by operating activities
|
1,564,334
|
|
|
1,368,045
|
|
|
1,366,959
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures, including internal-use software and website development
|
(749,348
|
)
|
|
(787,041
|
)
|
|
(328,387
|
)
|
|||
Purchases of investments
|
(45,352
|
)
|
|
(521,329
|
)
|
|
(1,194,210
|
)
|
|||
Sales and maturities of investments
|
60,935
|
|
|
410,923
|
|
|
1,162,557
|
|
|||
Acquisitions, net of cash acquired
|
(777
|
)
|
|
(2,063,649
|
)
|
|
(560,668
|
)
|
|||
Proceeds from sale of business, net of cash divested and disposal costs
|
67,088
|
|
|
523,882
|
|
|
—
|
|
|||
Net settlement of foreign currency forwards
|
(53,089
|
)
|
|
54,226
|
|
|
(5,481
|
)
|
|||
Other, net
|
2,222
|
|
|
11,728
|
|
|
1,932
|
|
|||
Net cash used in investing activities
|
(718,321
|
)
|
|
(2,371,260
|
)
|
|
(924,257
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payment of HomeAway Convertible Notes
|
(401,424
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of long-term debt, net of issuance costs
|
(2,093
|
)
|
|
1,441,860
|
|
|
492,894
|
|
|||
Purchases of treasury stock
|
(455,746
|
)
|
|
(60,546
|
)
|
|
(537,861
|
)
|
|||
Proceeds from issuance of treasury stock
|
—
|
|
|
22,575
|
|
|
20,404
|
|
|||
Payment of dividends to stockholders
|
(150,159
|
)
|
|
(108,527
|
)
|
|
(84,697
|
)
|
|||
Proceeds from exercise of equity awards and employee stock purchase plan
|
141,043
|
|
|
97,716
|
|
|
108,121
|
|
|||
Sales (purchases) of interest in controlled subsidiaries, net
|
208,016
|
|
|
(8,518
|
)
|
|
(3,272
|
)
|
|||
Excess tax benefit on equity awards
|
—
|
|
|
90,855
|
|
|
58,156
|
|
|||
Withholding taxes for stock option exercises
|
(1,282
|
)
|
|
(85,033
|
)
|
|
—
|
|
|||
Other, net
|
(28,974
|
)
|
|
13,817
|
|
|
(5,596
|
)
|
|||
Net cash provided by (used in) financing activities
|
(690,619
|
)
|
|
1,404,199
|
|
|
48,149
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(34,882
|
)
|
|
(127,385
|
)
|
|
(109,184
|
)
|
|||
Net increase in cash and cash equivalents
|
120,512
|
|
|
273,599
|
|
|
381,667
|
|
|||
Cash and cash equivalents at beginning of year
|
1,676,299
|
|
|
1,402,700
|
|
|
1,021,033
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,796,811
|
|
|
$
|
1,676,299
|
|
|
$
|
1,402,700
|
|
Supplemental cash flow information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
153,755
|
|
|
$
|
109,507
|
|
|
$
|
87,555
|
|
Income tax payments, net
|
124,291
|
|
|
96,834
|
|
|
70,339
|
|
Cash
|
$
|
900,281
|
|
Other current assets
(1)
|
54,372
|
|
|
Long-term assets
|
90,890
|
|
|
Intangible assets with definite lives
(2)
|
533,279
|
|
|
Intangible assets with indefinite lives
(3)
|
239,200
|
|
|
Goodwill
|
2,613,151
|
|
|
Deferred revenue
|
(181,837
|
)
|
|
Other current liabilities
|
(109,581
|
)
|
|
Debt
|
(401,580
|
)
|
|
Other long-term liabilities
|
(30,989
|
)
|
|
Deferred tax liabilities, net
|
(144,857
|
)
|
|
Total
|
$
|
3,562,329
|
|
(1)
|
Gross accounts receivable was
$24 million
, of which
$1 million
was estimated to be uncollectible.
|
(2)
|
Acquired definite-lived intangible assets primarily consist of supplier relationships, customer relationships and developed technology assets with average lives ranging from less than
one
to
ten years
and a weighted average useful life of
5.2
years.
|
(3)
|
Acquired indefinite-lived intangible assets primarily consist of trade names and trademarks.
|
Cash consideration for shares
|
$
|
1,362,362
|
|
Settlement of Orbitz debt
|
432,231
|
|
|
Replacement restricted stock units attributable to pre-acquisition service
|
16,717
|
|
|
Other consideration
|
2,214
|
|
|
Total purchase consideration
|
$
|
1,813,524
|
|
|
|
||
Cash
|
$
|
194,515
|
|
Accounts receivable, net
(1)
|
150,187
|
|
|
Other current assets
|
33,727
|
|
|
Long-term assets
|
114,800
|
|
|
Intangible assets with definite lives
(2)
|
515,003
|
|
|
Intangible assets with indefinite lives
(3)
|
166,800
|
|
|
Goodwill
|
1,444,307
|
|
|
Current liabilities
|
(636,169
|
)
|
|
Other long-term liabilites
|
(54,599
|
)
|
|
Deferred tax liabilities, net
|
(115,047
|
)
|
|
Total
|
$
|
1,813,524
|
|
(1)
|
Gross accounts receivable was
$157 million
, of which
$7 million
was estimated to be uncollectible.
|
(2)
|
Acquired definite-lived intangible assets primarily consist of customer relationship assets, developed technology assets and partner relationship assets with estimated useful lives ranging from less than
one
to
ten years
with a weighted average life of
6.0
years.
|
(3)
|
Acquired indefinite-lived intangible assets primarily consist of trade names and trademarks.
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenue
|
$
|
7,838,863
|
|
|
$
|
7,110,688
|
|
Net income attributable to Expedia, Inc.
|
816,634
|
|
|
301,331
|
|
Goodwill
|
$
|
196,431
|
|
Intangible assets with indefinite lives
|
163,400
|
|
|
Intangible assets with definite lives
(1)
|
146,126
|
|
|
Net assets and non-controlling interests acquired
(2)
|
(23,366
|
)
|
|
Deferred tax liabilities
|
(7,910
|
)
|
|
Total
(3)
|
$
|
474,681
|
|
(1)
|
Acquired definite-lived intangible assets primarily consist of customer relationship, reacquired right and supplier relationship assets and have estimated useful lives of between
four
and
ten years
with a weighted average life of
5.8
years.
|
(2)
|
Includes cash acquired of
$41 million
.
|
(3)
|
The total purchase price includes noncash consideration of
$99 million
related to an equity method investment, which is currently consolidated upon our acquisition of a controlling interest, as discussed above, with the remainder paid in cash during the period.
|
Goodwill
|
$
|
350,093
|
|
Intangible assets with indefinite lives
|
125,762
|
|
|
Intangible assets with definite lives
(1)
|
138,292
|
|
|
Net liabilities
(2)
|
(43,429
|
)
|
|
Deferred tax liabilities
|
(2,908
|
)
|
|
Total
|
$
|
567,810
|
|
(1)
|
Acquired definite-lived intangible assets primarily consist of supplier contracts and customer relationships and have estimated useful lives of between less than
one year
and
10 years
with a weighted average life of
7.8
years.
|
(2)
|
Includes cash acquired of
$36 million
.
|
Total current assets
(1)
|
$
|
350,196
|
|
Total long-term assets
|
137,709
|
|
|
Total assets divested
|
$
|
487,905
|
|
Total current liabilities
|
$
|
187,296
|
|
Total long-term liabilities
|
5,782
|
|
|
Total liabilities divested
|
$
|
193,078
|
|
Components of accumulated other comprehensive income divested
|
45,259
|
|
|
Non-redeemable noncontrolling interest divested
|
92,550
|
|
|
Net carrying value divested
|
$
|
157,018
|
|
(1)
|
Includes cash and cash equivalents of approximately
$74 million
.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Operating loss
(1)
|
$
|
—
|
|
|
$
|
(85,536
|
)
|
|
$
|
(50,757
|
)
|
Income (loss) before taxes
(2)
|
—
|
|
|
438,843
|
|
|
(40,535
|
)
|
|||
Income (loss) before taxes attributable to Expedia, Inc.
(2)
|
—
|
|
|
465,400
|
|
|
(25,078
|
)
|
|||
Net income (loss) attributable to Expedia, Inc.
(3)
|
—
|
|
|
349,183
|
|
|
(27,119
|
)
|
(1)
|
Includes stock-based compensation and amortization of intangible assets of approximately
$20 million
and
$17 million
for 2015 and 2014, which are included within Corporate & Eliminations in
NOTE 19 — Segment Information
.
|
(2)
|
The year ended December 31, 2015 includes the pre-tax gain of
$509 million
related to the gain on sale.
|
(3)
|
The year ended December 31, 2015 includes the after-tax gain of
$395 million
related to the gain on sale.
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
|
(In thousands)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
113,955
|
|
|
$
|
113,955
|
|
|
$
|
—
|
|
Time deposits
|
299,585
|
|
|
—
|
|
|
299,585
|
|
|||
Investments:
|
|
|
|
|
|
||||||
Time deposits
|
24,576
|
|
|
—
|
|
|
24,576
|
|
|||
Corporate debt securities
|
64,227
|
|
|
—
|
|
|
64,227
|
|
|||
Total assets
|
$
|
502,343
|
|
|
$
|
113,955
|
|
|
$
|
388,388
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
4,402
|
|
|
$
|
—
|
|
|
$
|
4,402
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
|
(In thousands)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
218,340
|
|
|
$
|
218,340
|
|
|
$
|
—
|
|
Time deposits
|
29,126
|
|
|
—
|
|
|
29,126
|
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
8,045
|
|
|
—
|
|
|
8,045
|
|
|||
Investments:
|
|
|
|
|
|
||||||
Corporate debt securities
|
98,403
|
|
|
—
|
|
|
98,403
|
|
|||
Total assets
|
$
|
353,914
|
|
|
$
|
218,340
|
|
|
$
|
135,574
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Capitalized software development
|
$
|
1,606,960
|
|
|
$
|
1,220,822
|
|
Computer equipment
|
665,652
|
|
|
485,074
|
|
||
Furniture and other equipment
|
72,811
|
|
|
65,939
|
|
||
Buildings and leasehold improvements
|
241,713
|
|
|
199,604
|
|
||
Land
|
130,812
|
|
|
130,725
|
|
||
|
2,717,948
|
|
|
2,102,164
|
|
||
Less: accumulated depreciation
|
(1,575,879
|
)
|
|
(1,201,744
|
)
|
||
Projects in progress
(1)
|
252,835
|
|
|
163,839
|
|
||
Property and equipment, net
|
$
|
1,394,904
|
|
|
$
|
1,064,259
|
|
(1)
|
At December 31, 2016, project in progress included approximately
$38 million
of project construction costs that were incurred by the landlord as property and equipment, net with a related construction financing obligation in other long-term liabilities pursuant to build-to-suit lease guidance. The building assets will begin depreciating when the costs incurred related to the build out of the office space are complete and ready for their intended use, which is expected to be in 2018.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
7,942,023
|
|
|
$
|
7,992,941
|
|
Intangible assets with indefinite lives
|
1,457,072
|
|
|
1,459,854
|
|
||
Intangible assets with definite lives, net
|
989,580
|
|
|
1,334,100
|
|
||
|
$
|
10,388,675
|
|
|
$
|
10,786,895
|
|
|
Core OTA
|
|
trivago
|
|
Egencia
|
|
HomeAway
|
|
eLong
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Balance as of January 1, 2015
|
$
|
3,133,495
|
|
|
$
|
593,419
|
|
|
$
|
156,324
|
|
|
$
|
—
|
|
|
$
|
72,663
|
|
|
$
|
3,955,901
|
|
Additions
|
1,633,711
|
|
|
6,241
|
|
|
—
|
|
|
2,602,712
|
|
|
469
|
|
|
4,243,133
|
|
||||||
Deductions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,693
|
)
|
|
(72,693
|
)
|
||||||
Foreign exchange translation
|
(49,835
|
)
|
|
(60,083
|
)
|
|
(23,043
|
)
|
|
—
|
|
|
(439
|
)
|
|
(133,400
|
)
|
||||||
Balance as of December 31, 2015
|
4,717,371
|
|
|
539,577
|
|
|
133,281
|
|
|
2,602,712
|
|
|
—
|
|
|
7,992,941
|
|
||||||
Additions
|
128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
||||||
Foreign exchange translation and other
|
(14,028
|
)
|
|
(23,339
|
)
|
|
(1,552
|
)
|
|
(12,127
|
)
|
|
—
|
|
|
(51,046
|
)
|
||||||
Balance as of December 31, 2016
|
$
|
4,703,471
|
|
|
$
|
516,238
|
|
|
$
|
131,729
|
|
|
$
|
2,590,585
|
|
|
$
|
—
|
|
|
$
|
7,942,023
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Supplier relationships
|
$
|
618,543
|
|
|
$
|
(289,834
|
)
|
|
$
|
328,709
|
|
|
$
|
655,414
|
|
|
$
|
(223,666
|
)
|
|
$
|
431,748
|
|
Technology
|
480,823
|
|
|
(355,471
|
)
|
|
125,352
|
|
|
490,584
|
|
|
(258,261
|
)
|
|
232,323
|
|
||||||
Customer relationships
|
622,117
|
|
|
(185,468
|
)
|
|
436,649
|
|
|
613,277
|
|
|
(73,248
|
)
|
|
540,029
|
|
||||||
Domain names
|
117,109
|
|
|
(53,607
|
)
|
|
63,502
|
|
|
115,102
|
|
|
(34,758
|
)
|
|
80,344
|
|
||||||
Other
|
446,617
|
|
|
(411,249
|
)
|
|
35,368
|
|
|
446,788
|
|
|
(397,132
|
)
|
|
49,656
|
|
||||||
Total
|
$
|
2,285,209
|
|
|
$
|
(1,295,629
|
)
|
|
$
|
989,580
|
|
|
$
|
2,321,165
|
|
|
$
|
(987,065
|
)
|
|
$
|
1,334,100
|
|
2017
|
$
|
260,731
|
|
2018
|
245,598
|
|
|
2019
|
148,585
|
|
|
2020
|
113,311
|
|
|
2021
|
77,995
|
|
|
2022 and thereafter
|
143,360
|
|
|
Total
|
$
|
989,580
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
7.456% senior notes due 2018
|
$
|
500,000
|
|
|
$
|
500,000
|
|
5.95% senior notes due 2020
|
747,020
|
|
|
746,216
|
|
||
2.5% (€650 million) senior notes due 2022
|
677,503
|
|
|
703,254
|
|
||
4.5% senior notes due 2024
|
494,472
|
|
|
493,797
|
|
||
5.0% senior notes due 2026
|
740,341
|
|
|
739,873
|
|
||
Long-term debt
(1)
|
$
|
3,159,336
|
|
|
$
|
3,183,140
|
|
(1)
|
Net of discounts and debt issuance costs. Excludes debt acquired in the HomeAway acquisition included within accrued expenses and other current liabilities as of
December 31, 2015
. For further information, see
NOTE 3 — Acquisitions and Other Investments
.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
7.456% senior notes due 2018
|
$
|
541,000
|
|
|
$
|
555,000
|
|
5.95% senior notes due 2020
|
823,000
|
|
|
827,000
|
|
||
2.5% (€650 million) senior notes due 2022
(1)
|
718,000
|
|
|
705,000
|
|
||
4.5% senior notes due 2024
|
511,000
|
|
|
487,000
|
|
||
5.0% senior notes due 2026
|
782,000
|
|
|
750,000
|
|
(1)
|
Approximately
682 million
Euro as of
December 31, 2016
and
644 million
Euro as of
December 31, 2015
.
|
|
Options
|
|
Weighted Average
Exercise Price
|
|
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
|
|||||
|
(In thousands)
|
|
|
|
(In years)
|
|
(In thousands)
|
|||||
Balance as of January 1, 2014
|
15,427
|
|
|
$
|
36.03
|
|
|
|
|
|
||
Granted
|
4,113
|
|
|
78.70
|
|
|
|
|
|
|||
Exercised
|
(3,804
|
)
|
|
25.66
|
|
|
|
|
|
|||
Cancelled
|
(1,301
|
)
|
|
53.69
|
|
|
|
|
|
|||
Balance as of December 31, 2014
|
14,435
|
|
|
49.33
|
|
|
|
|
|
|||
Granted
|
7,572
|
|
|
94.13
|
|
|
|
|
|
|||
Exercised
|
(4,201
|
)
|
|
34.57
|
|
|
|
|
|
|||
Cancelled
|
(751
|
)
|
|
74.06
|
|
|
|
|
|
|||
Balance as of December 31, 2015
|
17,055
|
|
|
71.77
|
|
|
|
|
|
|||
Granted
|
5,670
|
|
|
105.37
|
|
|
|
|
|
|||
Exercised
|
(2,686
|
)
|
|
47.57
|
|
|
|
|
|
|||
Cancelled
|
(1,198
|
)
|
|
91.62
|
|
|
|
|
|
|||
Balance as of December 31, 2016
|
18,841
|
|
|
84.07
|
|
|
4.7
|
|
$
|
552,445
|
|
|
Exercisable as of December 31, 2016
|
5,770
|
|
|
58.27
|
|
|
3.1
|
|
317,909
|
|
||
Vested and expected to vest after December 31, 2016
(1)
|
18,841
|
|
|
84.07
|
|
|
4.7
|
|
552,445
|
|
(1)
|
As of our adoption of the new share-based payment accounting standard in 2016, we no longer include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Risk-free interest rate
|
0.97
|
%
|
|
1.19
|
%
|
|
1.13
|
%
|
|||
Expected volatility
|
39.06
|
%
|
|
41.48
|
%
|
|
42.97
|
%
|
|||
Expected life (in years)
|
3.59
|
|
|
4.06
|
|
|
4.04
|
|
|||
Dividend yield
|
0.91
|
%
|
|
0.78
|
%
|
|
0.76
|
%
|
|||
Weighted-average estimated fair value of options granted during the year
|
$
|
29.48
|
|
|
$
|
30.56
|
|
|
$
|
25.80
|
|
|
RSUs
|
|
Weighted Average
Grant-Date Fair
Value
|
|||
|
(In thousands)
|
|
|
|||
Balance as of January 1, 2014
|
432
|
|
|
$
|
50.64
|
|
Granted
|
108
|
|
|
80.94
|
|
|
Vested
|
(159
|
)
|
|
45.90
|
|
|
Cancelled
|
(44
|
)
|
|
55.52
|
|
|
Balance as of December 31, 2014
|
337
|
|
|
61.97
|
|
|
Granted
|
1,643
|
|
|
123.42
|
|
|
Vested
|
(493
|
)
|
|
103.73
|
|
|
Cancelled
|
(91
|
)
|
|
67.11
|
|
|
Balance as of December 31, 2015
|
1,396
|
|
|
119.20
|
|
|
Granted
|
691
|
|
|
109.38
|
|
|
Vested
|
(516
|
)
|
|
118.71
|
|
|
Cancelled
|
(222
|
)
|
|
117.84
|
|
|
Balance as of December 31, 2016
|
1,349
|
|
|
114.58
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
(47,205
|
)
|
|
$
|
24,397
|
|
|
$
|
176,820
|
|
Foreign
|
323,805
|
|
|
901,565
|
|
|
287,821
|
|
|||
Total
|
$
|
276,600
|
|
|
$
|
925,962
|
|
|
$
|
464,641
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Current income tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
(41,418
|
)
|
|
$
|
154,050
|
|
|
$
|
120,541
|
|
State
|
5,875
|
|
|
1,440
|
|
|
6,645
|
|
|||
Foreign
|
64,946
|
|
|
69,359
|
|
|
43,536
|
|
|||
Current income tax expense
|
29,403
|
|
|
224,849
|
|
|
170,722
|
|
|||
Deferred income tax (benefit) expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
(5,166
|
)
|
|
$
|
(6,865
|
)
|
|
$
|
(47,390
|
)
|
State
|
(2,863
|
)
|
|
2,156
|
|
|
(2,419
|
)
|
|||
Foreign
|
(6,059
|
)
|
|
(16,926
|
)
|
|
(29,222
|
)
|
|||
Deferred income tax (benefit) expense:
|
(14,088
|
)
|
|
(21,635
|
)
|
|
(79,031
|
)
|
|||
Income tax expense
|
$
|
15,315
|
|
|
$
|
203,214
|
|
|
$
|
91,691
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Provision for accrued expenses
|
$
|
94,031
|
|
|
$
|
95,499
|
|
Loyalty rewards reserve
|
163,410
|
|
|
132,980
|
|
||
Occupancy tax reserve
|
27,814
|
|
|
16,358
|
|
||
Net operating loss and tax credit carryforwards
|
114,470
|
|
|
202,220
|
|
||
Stock-based compensation
|
81,221
|
|
|
56,729
|
|
||
Fair value of debt adjustment
|
—
|
|
|
24,770
|
|
||
Other
|
31,569
|
|
|
28,766
|
|
||
Total deferred tax assets
|
512,515
|
|
|
557,322
|
|
||
Less valuation allowance
|
(65,516
|
)
|
|
(122,850
|
)
|
||
Net deferred tax assets
|
$
|
446,999
|
|
|
$
|
434,472
|
|
Deferred tax liabilities:
|
|
|
|
||||
Prepaid merchant bookings and prepaid expenses
|
$
|
(20,289
|
)
|
|
$
|
(41,006
|
)
|
Intangible assets
|
(718,810
|
)
|
|
(758,976
|
)
|
||
Property and equipment
|
(152,550
|
)
|
|
(87,308
|
)
|
||
Other
|
(16,662
|
)
|
|
(5,565
|
)
|
||
Total deferred tax liabilities
|
$
|
(908,311
|
)
|
|
$
|
(892,855
|
)
|
Net deferred tax liability
|
$
|
(461,312
|
)
|
|
$
|
(458,383
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Income tax expense at the federal statutory rate of 35%
|
$
|
96,810
|
|
|
$
|
324,087
|
|
|
$
|
162,624
|
|
Foreign tax rate differential
|
(66,947
|
)
|
|
(162,784
|
)
|
|
(81,371
|
)
|
|||
Unrecognized tax benefits and related interest
|
33,170
|
|
|
33,362
|
|
|
(1,625
|
)
|
|||
Change in valuation allowance
|
(13,924
|
)
|
|
27,320
|
|
|
13,914
|
|
|||
Return to provision true-ups
|
(14,420
|
)
|
|
(8,875
|
)
|
|
(4,472
|
)
|
|||
Pay-to-play penalties
|
—
|
|
|
(11,222
|
)
|
|
1,322
|
|
|||
Acquisition related costs
|
1,611
|
|
|
12,545
|
|
|
56
|
|
|||
Federal research and development credit
|
(15,000
|
)
|
|
(11,500
|
)
|
|
(6,000
|
)
|
|||
trivago stock-based-compensation
|
16,956
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits related to stock-based compensation
|
(39,751
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
16,810
|
|
|
281
|
|
|
7,243
|
|
|||
Income tax expense
|
$
|
15,315
|
|
|
$
|
203,214
|
|
|
$
|
91,691
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(In thousands)
|
|
|
||||||
Balance, beginning of year
|
$
|
171,177
|
|
|
$
|
110,561
|
|
|
$
|
109,712
|
|
Increases to tax positions related to the current year
|
42,877
|
|
|
33,880
|
|
|
28,416
|
|
|||
Increases to tax positions related to prior years
|
8,124
|
|
|
26,219
|
|
|
4,469
|
|
|||
Decreases to tax positions related to prior years
|
(2,262
|
)
|
|
—
|
|
|
—
|
|
|||
Reductions due to lapsed statute of limitations
|
(4,688
|
)
|
|
(2,525
|
)
|
|
(23,709
|
)
|
|||
Settlements during current year
|
—
|
|
|
(100
|
)
|
|
—
|
|
|||
Interest and penalties
|
5,304
|
|
|
3,142
|
|
|
(8,327
|
)
|
|||
Balance, end of year
|
$
|
220,532
|
|
|
$
|
171,177
|
|
|
$
|
110,561
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of the period
|
$
|
658,478
|
|
|
$
|
560,073
|
|
|
$
|
364,871
|
|
Acquisition of redeemable non-controlling interest
|
—
|
|
|
6,829
|
|
|
—
|
|
|||
Purchase of subsidiary shares at fair value
|
(7,054
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to non-controlling interests
|
(22,286
|
)
|
|
(15,417
|
)
|
|
(9,690
|
)
|
|||
Fair value adjustments
|
848,885
|
|
|
188,579
|
|
|
259,984
|
|
|||
Currency translation adjustments
|
(89,436
|
)
|
|
(90,244
|
)
|
|
(57,853
|
)
|
|||
Other
|
(7,611
|
)
|
|
8,658
|
|
|
2,761
|
|
|||
Transfer to non-redeemable non-controlling interest
|
(1,380,976
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
$
|
—
|
|
|
$
|
658,478
|
|
|
$
|
560,073
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Number of shares repurchased
|
4.0 million
|
|
|
0.5 million
|
|
|
7.0 million
|
|
|||
Average price per share
|
$
|
109.64
|
|
|
$
|
85.27
|
|
|
$
|
76.26
|
|
Total cost of repurchases (in millions)
(1)
|
$
|
436
|
|
|
$
|
45
|
|
|
$
|
537
|
|
(1)
|
Amount excludes transaction costs.
|
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in thousands)
|
|
Payment Date
|
||||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||
|
February 8, 2016
|
|
$
|
0.24
|
|
|
March 10, 2016
|
|
$
|
36,174
|
|
|
March 30, 2016
|
|
April 26, 2016
|
|
0.24
|
|
|
May 26, 2016
|
|
35,773
|
|
|
June 16, 2016
|
||
|
July 27, 2016
|
|
0.26
|
|
|
August 25, 2016
|
|
39,062
|
|
|
September 15, 2016
|
||
|
October 24, 2016
|
|
0.26
|
|
|
November 17, 2016
|
|
39,150
|
|
|
December 8, 2016
|
||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||
|
February 4, 2015
|
|
$
|
0.18
|
|
|
March 10, 2015
|
|
$
|
22,895
|
|
|
March 26, 2015
|
|
April 29, 2015
|
|
0.18
|
|
|
May 28, 2015
|
|
23,096
|
|
|
June 18, 2015
|
||
|
July 29, 2015
|
|
0.24
|
|
|
August 27, 2015
|
|
31,182
|
|
|
September 17, 2015
|
||
|
October 29, 2015
|
|
0.24
|
|
|
November 19, 2015
|
|
31,354
|
|
|
December 10, 2015
|
||
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||
|
February 5, 2014
|
|
$
|
0.15
|
|
|
March 10, 2014
|
|
$
|
19,602
|
|
|
March 27, 2014
|
|
April 30, 2014
|
|
0.15
|
|
|
May 30, 2014
|
|
19,231
|
|
|
June 19, 2014
|
||
|
July 30, 2014
|
|
0.18
|
|
|
August 27, 2014
|
|
22,944
|
|
|
September 17, 2014
|
||
|
October 27, 2014
|
|
0.18
|
|
|
November 20, 2014
|
|
22,920
|
|
|
December 11, 2014
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Foreign currency translation adjustments, net of tax
(1)
|
$
|
(280,426
|
)
|
|
$
|
(284,767
|
)
|
Net unrealized gain (loss) on available for sale securities, net of tax
|
27
|
|
|
(127
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(280,399
|
)
|
|
$
|
(284,894
|
)
|
(1)
|
Foreign currency translation adjustments, net of tax, includes foreign currency transaction gains at
December 31, 2016
of
$16 million
(
$25 million
before tax) and foreign currency transaction losses at
December 31, 2015
of
$1 million
(
$2 million
before tax) associated with our
2.5%
Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets. See
NOTE 2 — Significant Accounting Policies
for more information. The remaining balance in currency translation adjustments excludes income taxes as a result of our current intention to indefinitely reinvest the earnings of our international subsidiaries outside of the United States.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Net income attributable to Expedia, Inc.
|
$
|
281,848
|
|
|
$
|
764,465
|
|
|
$
|
398,097
|
|
Earnings per share attributable to Expedia, Inc. available to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.87
|
|
|
$
|
5.87
|
|
|
$
|
3.09
|
|
Diluted
|
1.82
|
|
|
5.70
|
|
|
2.99
|
|
|||
Weighted average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
150,367
|
|
|
130,159
|
|
|
128,912
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Options to purchase common stock
|
3,874
|
|
|
3,685
|
|
|
4,149
|
|
|||
Other dilutive securities
|
276
|
|
|
174
|
|
|
107
|
|
|||
Diluted
|
154,517
|
|
|
134,018
|
|
|
133,168
|
|
|
Employee Severance
and Benefits
|
|
Stock-based
Compensation
|
|
Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accrued liability as of January 1, 2015
|
$
|
10,117
|
|
|
$
|
—
|
|
|
$
|
13,658
|
|
|
$
|
23,775
|
|
Charges
|
66,255
|
|
|
32,749
|
|
|
5,867
|
|
|
104,871
|
|
||||
Payments
|
(29,388
|
)
|
|
—
|
|
|
(18,408
|
)
|
|
(47,796
|
)
|
||||
Non-cash items
|
(1,095
|
)
|
|
(32,749
|
)
|
|
6
|
|
|
(33,838
|
)
|
||||
Accrued liability as of December 31, 2015
|
45,889
|
|
|
—
|
|
|
1,123
|
|
|
47,012
|
|
||||
Charges
|
39,477
|
|
|
12,690
|
|
|
3,740
|
|
|
55,907
|
|
||||
Payments
|
(66,442
|
)
|
|
—
|
|
|
(4,932
|
)
|
|
(71,374
|
)
|
||||
Non-cash items
|
(774
|
)
|
|
(12,690
|
)
|
|
343
|
|
|
(13,121
|
)
|
||||
Accrued liability as of December 31, 2016
|
$
|
18,150
|
|
|
$
|
—
|
|
|
$
|
274
|
|
|
$
|
18,424
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Foreign exchange rate gains
(
losses), net
|
$
|
(15,244
|
)
|
|
$
|
24,787
|
|
|
$
|
6,069
|
|
Non-controlling interest basis adjustment
|
—
|
|
|
77,400
|
|
|
2,783
|
|
|||
Other-then-temporary investment impairment
|
(12,117
|
)
|
|
—
|
|
|
—
|
|
|||
Equity gains (losses) in unconsolidated affiliates
|
(1,490
|
)
|
|
(13
|
)
|
|
2,743
|
|
|||
Other
|
(2,829
|
)
|
|
10,912
|
|
|
6,083
|
|
|||
Total
|
$
|
(31,680
|
)
|
|
$
|
113,086
|
|
|
$
|
17,678
|
|
|
|
|
By Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 to 3
years
|
|
3 to 5
years
|
|
More than
5 years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Purchase obligations
|
$
|
268,322
|
|
|
$
|
239,163
|
|
|
$
|
28,843
|
|
|
$
|
316
|
|
|
$
|
—
|
|
Guarantees
|
150,295
|
|
|
150,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
|
48,820
|
|
|
43,601
|
|
|
4,864
|
|
|
261
|
|
|
94
|
|
|||||
|
$
|
467,437
|
|
|
$
|
433,059
|
|
|
$
|
33,707
|
|
|
$
|
577
|
|
|
$
|
94
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
Egencia
|
|
HomeAway
|
|
Corporate &
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Third-party revenue
|
$
|
7,083,620
|
|
|
$
|
538,479
|
|
|
$
|
462,279
|
|
|
$
|
689,186
|
|
|
$
|
—
|
|
|
$
|
8,773,564
|
|
Intersegment revenue
|
—
|
|
|
297,318
|
|
|
—
|
|
|
—
|
|
|
(297,318
|
)
|
|
—
|
|
||||||
Revenue
|
$
|
7,083,620
|
|
|
$
|
835,797
|
|
|
$
|
462,279
|
|
|
$
|
689,186
|
|
|
$
|
(297,318
|
)
|
|
$
|
8,773,564
|
|
Adjusted EBITDA
|
$
|
1,965,987
|
|
|
$
|
34,826
|
|
|
$
|
80,625
|
|
|
$
|
175,402
|
|
|
$
|
(641,168
|
)
|
|
$
|
1,615,672
|
|
Depreciation
|
(255,778
|
)
|
|
(7,145
|
)
|
|
(31,340
|
)
|
|
(17,842
|
)
|
|
(164,956
|
)
|
|
(477,061
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317,141
|
)
|
|
(317,141
|
)
|
||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,890
|
)
|
|
(34,890
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242,417
|
)
|
|
(242,417
|
)
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,498
|
)
|
|
(26,498
|
)
|
||||||
Restructuring and related reorganization charges, excluding stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,217
|
)
|
|
(43,217
|
)
|
||||||
Realized (gain) loss on revenue hedges
|
(12,746
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,746
|
)
|
||||||
Operating income (loss)
|
$
|
1,697,463
|
|
|
$
|
27,681
|
|
|
$
|
49,285
|
|
|
$
|
157,560
|
|
|
$
|
(1,470,287
|
)
|
|
461,702
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(185,102
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
276,600
|
|
|||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(15,315
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
261,285
|
|
|||||||||||
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
20,563
|
|
|||||||||||
Net income attributable to Expedia, Inc.
|
|
|
|
|
|
|
|
|
|
|
$
|
281,848
|
|
|
Year ended December 31, 2015
|
||||||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
Egencia
|
|
HomeAway
(1)
|
|
eLong
(2)
|
|
Corporate & Eliminations
|
|
Total
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Third-party revenue
|
$
|
5,877,213
|
|
|
$
|
333,024
|
|
|
$
|
400,115
|
|
|
$
|
20,222
|
|
|
$
|
41,743
|
|
|
$
|
—
|
|
|
$
|
6,672,317
|
|
Intersegment revenue
|
—
|
|
|
214,632
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214,632
|
)
|
|
—
|
|
|||||||
Revenue
|
$
|
5,877,213
|
|
|
$
|
547,656
|
|
|
$
|
400,115
|
|
|
$
|
20,222
|
|
|
$
|
41,743
|
|
|
$
|
(214,632
|
)
|
|
$
|
6,672,317
|
|
Adjusted EBITDA
|
$
|
1,600,042
|
|
|
$
|
2,856
|
|
|
$
|
68,116
|
|
|
$
|
4,011
|
|
|
$
|
(62,167
|
)
|
|
$
|
(509,747
|
)
|
|
$
|
1,103,111
|
|
Depreciation
|
(189,318
|
)
|
|
(2,113
|
)
|
|
(24,394
|
)
|
|
(742
|
)
|
|
(3,263
|
)
|
|
(116,850
|
)
|
|
(336,680
|
)
|
|||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156,458
|
)
|
|
(156,458
|
)
|
|||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,207
|
)
|
|
(7,207
|
)
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,068
|
)
|
|
(178,068
|
)
|
|||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,587
|
|
|
104,587
|
|
|||||||
Restructuring and related reorganization charges, excluding stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,122
|
)
|
|
(72,122
|
)
|
|||||||
Realized (gain) loss on revenue hedges
|
(43,597
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,597
|
)
|
|||||||
Operating income (loss)
|
$
|
1,367,127
|
|
|
$
|
743
|
|
|
$
|
43,722
|
|
|
$
|
3,269
|
|
|
$
|
(65,430
|
)
|
|
$
|
(935,865
|
)
|
|
413,566
|
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
512,396
|
|
|||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
925,962
|
|
|||||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(203,214
|
)
|
|||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
722,748
|
|
|||||||||||||
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
41,717
|
|
|||||||||||||
Net income attributable to Expedia, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
764,465
|
|
(1)
|
Includes results since our acquisition of HomeAway on December 15, 2015.
|
(2)
|
Includes results through our disposal of eLong on May 22, 2015.
|
|
Year ended December 31, 2014
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
Egencia
|
|
eLong
|
|
Corporate &
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Third-party revenue
|
$
|
4,905,150
|
|
|
$
|
280,555
|
|
|
$
|
399,704
|
|
|
$
|
178,076
|
|
|
$
|
—
|
|
|
$
|
5,763,485
|
|
Intersegment revenue
|
—
|
|
|
132,964
|
|
|
—
|
|
|
—
|
|
|
(132,964
|
)
|
|
—
|
|
||||||
Revenue
|
$
|
4,905,150
|
|
|
$
|
413,519
|
|
|
$
|
399,704
|
|
|
$
|
178,076
|
|
|
$
|
(132,964
|
)
|
|
$
|
5,763,485
|
|
Adjusted EBITDA
|
$
|
1,387,386
|
|
|
$
|
3,917
|
|
|
$
|
60,933
|
|
|
$
|
(26,660
|
)
|
|
$
|
(400,788
|
)
|
|
$
|
1,024,788
|
|
Depreciation
|
(139,509
|
)
|
|
(1,360
|
)
|
|
(20,032
|
)
|
|
(6,710
|
)
|
|
(98,206
|
)
|
|
(265,817
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,773
|
)
|
|
(76,773
|
)
|
||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,842
|
)
|
|
(2,842
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,011
|
)
|
|
(85,011
|
)
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,539
|
)
|
|
(41,539
|
)
|
||||||
Restructuring and related reorganization charges, excluding stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,630
|
)
|
|
(25,630
|
)
|
||||||
Realized (gain) loss on revenue hedges
|
(9,412
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,412
|
)
|
||||||
Operating income (loss)
|
$
|
1,238,465
|
|
|
$
|
2,557
|
|
|
$
|
40,901
|
|
|
$
|
(33,370
|
)
|
|
$
|
(730,789
|
)
|
|
517,764
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(53,123
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
464,641
|
|
|||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(91,691
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
372,950
|
|
|||||||||||
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
25,147
|
|
|||||||||||
Net income attributable to Expedia, Inc.
|
|
|
|
|
|
|
|
|
|
|
$
|
398,097
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
5,036,539
|
|
|
$
|
3,703,302
|
|
|
$
|
3,046,520
|
|
All other countries
|
3,737,025
|
|
|
2,969,015
|
|
|
2,716,965
|
|
|||
|
$
|
8,773,564
|
|
|
$
|
6,672,317
|
|
|
$
|
5,763,485
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Property and equipment, net
|
|
|
|
||||
United States
|
$
|
1,217,952
|
|
|
$
|
944,208
|
|
All other countries
|
176,952
|
|
|
120,051
|
|
||
|
$
|
1,394,904
|
|
|
$
|
1,064,259
|
|
Description
|
Balance of
Beginning of
Period
|
|
Charges to
Earnings
|
|
Charges to
Other
Accounts
(1)
|
|
Deductions
|
|
Balance at End
of Period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
27,035
|
|
|
$
|
12,191
|
|
|
$
|
(2,554
|
)
|
|
$
|
(11,394
|
)
|
|
$
|
25,278
|
|
Other reserves
|
29,959
|
|
|
|
|
|
|
|
|
24,493
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
13,760
|
|
|
$
|
11,513
|
|
|
$
|
10,309
|
|
|
$
|
(8,547
|
)
|
|
$
|
27,035
|
|
Other reserves
|
25,258
|
|
|
|
|
|
|
|
|
29,959
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
11,555
|
|
|
$
|
11,176
|
|
|
$
|
440
|
|
|
$
|
(9,411
|
)
|
|
$
|
13,760
|
|
Other reserves
|
15,891
|
|
|
|
|
|
|
|
|
25,258
|
|
(1)
|
Charges to other accounts primarily relates to amounts acquired through acquisitions and net translation adjustments.
|
|
Three Months Ended
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
(4)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
2,092,829
|
|
|
$
|
2,580,905
|
|
|
$
|
2,195,869
|
|
|
$
|
1,903,961
|
|
Operating income (loss)
(1)
|
147,186
|
|
|
386,152
|
|
|
25,662
|
|
|
(97,298
|
)
|
||||
Net income (loss) attributable to Expedia, Inc.
(1)
|
79,457
|
|
|
279,331
|
|
|
31,649
|
|
|
(108,589
|
)
|
||||
Basic earnings (loss) per share
(2)
|
$
|
0.53
|
|
|
$
|
1.86
|
|
|
$
|
0.21
|
|
|
$
|
(0.72
|
)
|
Diluted earnings (loss) per share
(2)
|
0.51
|
|
|
1.81
|
|
|
0.21
|
|
|
(0.72
|
)
|
||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,698,567
|
|
|
$
|
1,937,753
|
|
|
$
|
1,662,600
|
|
|
$
|
1,373,397
|
|
Operating income (loss)
(3)
|
29,477
|
|
|
344,998
|
|
|
90,092
|
|
|
(51,001
|
)
|
||||
Net income (loss) attributable to Expedia, Inc.
(3)
|
(12,538
|
)
|
|
283,216
|
|
|
449,644
|
|
|
44,143
|
|
||||
Basic earnings (loss) per share
(2)
|
(0.09
|
)
|
|
$
|
2.18
|
|
|
$
|
3.49
|
|
|
$
|
0.35
|
|
|
Diluted earnings (loss) per share
(2)
|
(0.09
|
)
|
|
2.12
|
|
|
3.38
|
|
|
0.34
|
|
(1)
|
During the fourth quarter of 2016, we recognized a
$33 million
impairment charge related to indefinite lived intangible assets.
|
(2)
|
Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.
|
(3)
|
During the fourth quarter of 2015, we recognized
$23 million
related to restructuring and related reorganization charges.
|
(4)
|
In March 2016, the FASB issued new guidance related to accounting for share-based payments. We elected to early adopt the new guidance in the second quarter of 2016, which required us to reflect any adjustments as of January 1, 2016. The primary impact of adoption was the recognition of excess tax benefits in our provision for income taxes rather than additional paid-in capital for all periods in 2016.
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
6,807,279
|
|
|
$
|
2,267,516
|
|
|
$
|
(301,231
|
)
|
|
$
|
8,773,564
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
1,263,828
|
|
|
346,200
|
|
|
(13,330
|
)
|
|
1,596,698
|
|
|||||
Selling and marketing
|
—
|
|
|
3,071,762
|
|
|
1,583,993
|
|
|
(288,338
|
)
|
|
4,367,417
|
|
|||||
Technology and content
|
—
|
|
|
903,444
|
|
|
331,230
|
|
|
345
|
|
|
1,235,019
|
|
|||||
General and administrative
|
—
|
|
|
429,015
|
|
|
249,185
|
|
|
92
|
|
|
678,292
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
248,634
|
|
|
68,507
|
|
|
—
|
|
|
317,141
|
|
|||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
34,890
|
|
|
—
|
|
|
34,890
|
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
26,498
|
|
|
—
|
|
|
—
|
|
|
26,498
|
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
30,322
|
|
|
25,585
|
|
|
—
|
|
|
55,907
|
|
|||||
Intercompany (income) expense, net
|
—
|
|
|
656,273
|
|
|
(656,273
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
—
|
|
|
177,503
|
|
|
284,199
|
|
|
—
|
|
|
461,702
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings of consolidated subsidiaries
|
383,883
|
|
|
286,016
|
|
|
—
|
|
|
(669,899
|
)
|
|
—
|
|
|||||
Other, net
|
(162,455
|
)
|
|
(21,206
|
)
|
|
(1,441
|
)
|
|
—
|
|
|
(185,102
|
)
|
|||||
Total other income, net
|
221,428
|
|
|
264,810
|
|
|
(1,441
|
)
|
|
(669,899
|
)
|
|
(185,102
|
)
|
|||||
Income before income taxes
|
221,428
|
|
|
442,313
|
|
|
282,758
|
|
|
(669,899
|
)
|
|
276,600
|
|
|||||
Provision for income taxes
|
60,420
|
|
|
(50,168
|
)
|
|
(25,567
|
)
|
|
—
|
|
|
(15,315
|
)
|
|||||
Net income
|
281,848
|
|
|
392,145
|
|
|
257,191
|
|
|
(669,899
|
)
|
|
261,285
|
|
|||||
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
20,563
|
|
|
—
|
|
|
20,563
|
|
|||||
Net income attributable to Expedia, Inc.
|
$
|
281,848
|
|
|
$
|
392,145
|
|
|
$
|
277,754
|
|
|
$
|
(669,899
|
)
|
|
$
|
281,848
|
|
Comprehensive income attributable to Expedia, Inc.
|
$
|
280,297
|
|
|
$
|
373,649
|
|
|
$
|
238,299
|
|
|
$
|
(611,948
|
)
|
|
$
|
280,297
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
(1)
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
5,194,549
|
|
|
$
|
1,682,677
|
|
|
$
|
(204,909
|
)
|
|
$
|
6,672,317
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
1,009,785
|
|
|
308,463
|
|
|
(8,689
|
)
|
|
1,309,559
|
|
|||||
Selling and marketing
|
—
|
|
|
2,347,919
|
|
|
1,230,059
|
|
|
(196,892
|
)
|
|
3,381,086
|
|
|||||
Technology and content
|
—
|
|
|
584,560
|
|
|
245,495
|
|
|
189
|
|
|
830,244
|
|
|||||
General and administrative
|
—
|
|
|
373,162
|
|
|
200,268
|
|
|
483
|
|
|
573,913
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
58,524
|
|
|
97,934
|
|
|
—
|
|
|
156,458
|
|
|||||
Impairment of intangibles
|
—
|
|
|
—
|
|
|
7,207
|
|
|
—
|
|
|
7,207
|
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
(104,587
|
)
|
|
—
|
|
|
—
|
|
|
(104,587
|
)
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
76,422
|
|
|
28,449
|
|
|
—
|
|
|
104,871
|
|
|||||
Intercompany (income) expense, net
|
—
|
|
|
742,010
|
|
|
(742,010
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
—
|
|
|
106,754
|
|
|
306,812
|
|
|
—
|
|
|
413,566
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings of consolidated subsidiaries
|
839,779
|
|
|
870,108
|
|
|
—
|
|
|
(1,709,887
|
)
|
|
—
|
|
|||||
Gain on sale of business
|
—
|
|
|
—
|
|
|
508,810
|
|
|
—
|
|
|
508,810
|
|
|||||
Other, net
|
(119,451
|
)
|
|
64,576
|
|
|
58,461
|
|
|
—
|
|
|
3,586
|
|
|||||
Total other income (expense), net
|
720,328
|
|
|
934,684
|
|
|
567,271
|
|
|
(1,709,887
|
)
|
|
512,396
|
|
|||||
Income before income taxes
|
720,328
|
|
|
1,041,438
|
|
|
874,083
|
|
|
(1,709,887
|
)
|
|
925,962
|
|
|||||
Provision for income taxes
|
44,137
|
|
|
(194,251
|
)
|
|
(53,100
|
)
|
|
—
|
|
|
(203,214
|
)
|
|||||
Net income
|
764,465
|
|
|
847,187
|
|
|
820,983
|
|
|
(1,709,887
|
)
|
|
722,748
|
|
|||||
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
41,717
|
|
|
—
|
|
|
41,717
|
|
|||||
Net income attributable to Expedia, Inc.
|
$
|
764,465
|
|
|
$
|
847,187
|
|
|
$
|
862,700
|
|
|
$
|
(1,709,887
|
)
|
|
$
|
764,465
|
|
Comprehensive income attributable to Expedia, Inc.
|
$
|
763,202
|
|
|
$
|
822,898
|
|
|
$
|
742,132
|
|
|
$
|
(1,709,887
|
)
|
|
$
|
618,345
|
|
(1)
|
Includes results through our disposal of eLong on May 22, 2015.
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
4,500,723
|
|
|
$
|
1,389,979
|
|
|
$
|
(127,217
|
)
|
|
$
|
5,763,485
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
898,647
|
|
|
274,788
|
|
|
5,646
|
|
|
1,179,081
|
|
|||||
Selling and marketing
|
—
|
|
|
1,913,719
|
|
|
1,027,798
|
|
|
(133,188
|
)
|
|
2,808,329
|
|
|||||
Technology and content
|
—
|
|
|
472,762
|
|
|
213,159
|
|
|
233
|
|
|
686,154
|
|
|||||
General and administrative
|
—
|
|
|
243,793
|
|
|
181,228
|
|
|
352
|
|
|
425,373
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
1,848
|
|
|
74,925
|
|
|
—
|
|
|
76,773
|
|
|||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
2,842
|
|
|
|
|
2,842
|
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
41,539
|
|
|
—
|
|
|
—
|
|
|
41,539
|
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
5,020
|
|
|
20,610
|
|
|
—
|
|
|
25,630
|
|
|||||
Intercompany (income) expense, net
|
—
|
|
|
666,675
|
|
|
(666,415
|
)
|
|
(260
|
)
|
|
—
|
|
|||||
Operating income
|
—
|
|
|
256,720
|
|
|
261,044
|
|
|
—
|
|
|
517,764
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings of consolidated subsidiaries
|
455,831
|
|
|
282,769
|
|
|
—
|
|
|
(738,600
|
)
|
|
—
|
|
|||||
Other, net
|
(91,569
|
)
|
|
34,223
|
|
|
4,223
|
|
|
—
|
|
|
(53,123
|
)
|
|||||
Total other income (expense), net
|
364,262
|
|
|
316,992
|
|
|
4,223
|
|
|
(738,600
|
)
|
|
(53,123
|
)
|
|||||
Income before income taxes
|
364,262
|
|
|
573,712
|
|
|
265,267
|
|
|
(738,600
|
)
|
|
464,641
|
|
|||||
Provision for income taxes
|
33,835
|
|
|
(110,929
|
)
|
|
(14,597
|
)
|
|
—
|
|
|
(91,691
|
)
|
|||||
Net income
|
398,097
|
|
|
462,783
|
|
|
250,670
|
|
|
(738,600
|
)
|
|
372,950
|
|
|||||
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
25,147
|
|
|
—
|
|
|
25,147
|
|
|||||
Net income attributable to Expedia, Inc.
|
$
|
398,097
|
|
|
$
|
462,783
|
|
|
$
|
275,817
|
|
|
$
|
(738,600
|
)
|
|
$
|
398,097
|
|
Comprehensive income attributable to Expedia, Inc.
|
$
|
398,097
|
|
|
$
|
463,075
|
|
|
$
|
118,554
|
|
|
$
|
(738,600
|
)
|
|
$
|
241,126
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
293,759
|
|
|
$
|
2,535,711
|
|
|
$
|
1,829,191
|
|
|
$
|
(1,208,410
|
)
|
|
$
|
3,450,251
|
|
Investment in subsidiaries
|
9,536,273
|
|
|
3,410,687
|
|
|
—
|
|
|
(12,946,960
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,921,519
|
|
|
525,133
|
|
|
—
|
|
|
2,446,652
|
|
|||||
Goodwill
|
—
|
|
|
6,392,479
|
|
|
1,549,544
|
|
|
—
|
|
|
7,942,023
|
|
|||||
Other assets, net
|
4,107
|
|
|
1,608,218
|
|
|
331,818
|
|
|
(5,523
|
)
|
|
1,938,620
|
|
|||||
TOTAL ASSETS
|
$
|
9,834,139
|
|
|
$
|
15,868,614
|
|
|
$
|
4,235,686
|
|
|
$
|
(14,160,893
|
)
|
|
$
|
15,777,546
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
981,700
|
|
|
$
|
5,733,755
|
|
|
$
|
620,153
|
|
|
$
|
(1,208,410
|
)
|
|
$
|
6,127,198
|
|
Long-term debt
|
3,159,336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,159,336
|
|
|||||
Other liabilities
|
—
|
|
|
629,634
|
|
|
173,798
|
|
|
(5,523
|
)
|
|
797,909
|
|
|||||
Stockholders’ equity
|
5,693,103
|
|
|
9,505,225
|
|
|
3,441,735
|
|
|
(12,946,960
|
)
|
|
5,693,103
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
9,834,139
|
|
|
$
|
15,868,614
|
|
|
$
|
4,235,686
|
|
|
$
|
(14,160,893
|
)
|
|
$
|
15,777,546
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
230,840
|
|
|
$
|
2,261,450
|
|
|
$
|
1,201,064
|
|
|
$
|
(717,093
|
)
|
|
$
|
2,976,261
|
|
Investment in subsidiaries
|
8,420,890
|
|
|
3,106,719
|
|
|
—
|
|
|
(11,527,609
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,974,968
|
|
|
818,986
|
|
|
—
|
|
|
2,793,954
|
|
|||||
Goodwill
|
—
|
|
|
5,859,457
|
|
|
2,133,484
|
|
|
—
|
|
|
7,992,941
|
|
|||||
Other assets, net
|
33
|
|
|
1,381,837
|
|
|
354,482
|
|
|
(13,833
|
)
|
|
1,722,519
|
|
|||||
TOTAL ASSETS
|
$
|
8,651,763
|
|
|
$
|
14,584,431
|
|
|
$
|
4,508,016
|
|
|
$
|
(12,258,535
|
)
|
|
$
|
15,485,675
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
538,856
|
|
|
$
|
5,511,639
|
|
|
$
|
592,615
|
|
|
$
|
(717,093
|
)
|
|
$
|
5,926,017
|
|
Long-term debt
|
3,183,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,183,140
|
|
|||||
Other liabilities
|
—
|
|
|
620,685
|
|
|
181,421
|
|
|
(13,833
|
)
|
|
788,273
|
|
|||||
Redeemable non-controlling interests
|
—
|
|
|
—
|
|
|
658,478
|
|
|
—
|
|
|
658,478
|
|
|||||
Stockholders’ equity
|
4,929,767
|
|
|
8,452,107
|
|
|
3,075,502
|
|
|
(11,527,609
|
)
|
|
4,929,767
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
8,651,763
|
|
|
$
|
14,584,431
|
|
|
$
|
4,508,016
|
|
|
$
|
(12,258,535
|
)
|
|
$
|
15,485,675
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
940,191
|
|
|
$
|
624,143
|
|
|
$
|
1,564,334
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(635,534
|
)
|
|
(113,814
|
)
|
|
(749,348
|
)
|
||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(45,352
|
)
|
|
(45,352
|
)
|
||||
Sales and maturities of investments
|
—
|
|
|
37,830
|
|
|
23,105
|
|
|
60,935
|
|
||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(777
|
)
|
|
(777
|
)
|
||||
Transfers (to) from related parties
|
—
|
|
|
(172,731
|
)
|
|
172,731
|
|
|
—
|
|
||||
Proceeds from sale of business, net of cash divested and disposal costs
|
—
|
|
|
—
|
|
|
67,088
|
|
|
67,088
|
|
||||
Other, net
|
—
|
|
|
(50,029
|
)
|
|
(838
|
)
|
|
(50,867
|
)
|
||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(820,464
|
)
|
|
102,143
|
|
|
(718,321
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt, net of debt issuance costs
|
(2,093
|
)
|
|
—
|
|
|
—
|
|
|
(2,093
|
)
|
||||
Payment of HomeAway Covertible Notes
|
—
|
|
|
(401,424
|
)
|
|
—
|
|
|
(401,424
|
)
|
||||
Purchases of treasury stock
|
(455,746
|
)
|
|
—
|
|
|
—
|
|
|
(455,746
|
)
|
||||
Payment of dividends to stockholders
|
(150,159
|
)
|
|
—
|
|
|
—
|
|
|
(150,159
|
)
|
||||
Proceeds from exercise of equity awards and employee stock purchase plan
|
141,043
|
|
|
—
|
|
|
—
|
|
|
141,043
|
|
||||
Withholding taxes for stock option exercises
|
(1,282
|
)
|
|
—
|
|
|
—
|
|
|
(1,282
|
)
|
||||
Sales (purchases) of interest in controlled subsidiaries, net
|
—
|
|
|
—
|
|
|
208,016
|
|
|
208,016
|
|
||||
Transfers (to) from related parties
|
468,511
|
|
|
(118,179
|
)
|
|
(350,332
|
)
|
|
—
|
|
||||
Other, net
|
(274
|
)
|
|
(1,484
|
)
|
|
(27,216
|
)
|
|
(28,974
|
)
|
||||
Net cash used in financing activities
|
—
|
|
|
(521,087
|
)
|
|
(169,532
|
)
|
|
(690,619
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(14,865
|
)
|
|
(20,017
|
)
|
|
(34,882
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
(416,225
|
)
|
|
536,737
|
|
|
120,512
|
|
||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
841,696
|
|
|
834,603
|
|
|
1,676,299
|
|
||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
425,471
|
|
|
$
|
1,371,340
|
|
|
$
|
1,796,811
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
624,327
|
|
|
$
|
743,718
|
|
|
$
|
1,368,045
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(709,679
|
)
|
|
(77,362
|
)
|
|
(787,041
|
)
|
||||
Purchases of investments
|
—
|
|
|
(473,538
|
)
|
|
(47,791
|
)
|
|
(521,329
|
)
|
||||
Sales and maturities of investments
|
—
|
|
|
327,191
|
|
|
83,732
|
|
|
410,923
|
|
||||
Acquisitions, net of cash acquired
|
(126,779
|
)
|
|
(1,873,079
|
)
|
|
(63,791
|
)
|
|
(2,063,649
|
)
|
||||
Transfers (to) from related parties
|
126,779
|
|
|
(303,846
|
)
|
|
177,067
|
|
|
—
|
|
||||
Proceeds from sale of business, net of cash divested and disposal costs
|
—
|
|
|
—
|
|
|
523,882
|
|
|
523,882
|
|
||||
Other, net
|
—
|
|
|
54,226
|
|
|
11,728
|
|
|
65,954
|
|
||||
Net cash used in investing activities
|
—
|
|
|
(2,978,725
|
)
|
|
607,465
|
|
|
(2,371,260
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt, net of issuance costs
|
1,441,860
|
|
|
—
|
|
|
—
|
|
|
1,441,860
|
|
||||
Purchases of treasury stock
|
(60,546
|
)
|
|
—
|
|
|
—
|
|
|
(60,546
|
)
|
||||
Proceeds from issuance of treasury stock
|
22,575
|
|
|
—
|
|
|
—
|
|
|
22,575
|
|
||||
Payment of dividends to stockholders
|
(108,527
|
)
|
|
—
|
|
|
—
|
|
|
(108,527
|
)
|
||||
Proceeds from exercise of equity awards and employee stock purchase plan
|
96,526
|
|
|
—
|
|
|
1,190
|
|
|
97,716
|
|
||||
Withholding taxes for stock option exercises
|
(85,033
|
)
|
|
—
|
|
|
—
|
|
|
(85,033
|
)
|
||||
Purchase of interest in a controlled subsidiaries, net
|
—
|
|
|
—
|
|
|
(8,518
|
)
|
|
(8,518
|
)
|
||||
Transfers (to) from related parties
|
(1,396,210
|
)
|
|
2,350,385
|
|
|
(954,175
|
)
|
|
—
|
|
||||
Other, net
|
89,355
|
|
|
(11,998
|
)
|
|
27,315
|
|
|
104,672
|
|
||||
Net cash provided by (used in) financing activities
|
—
|
|
|
2,338,387
|
|
|
(934,188
|
)
|
|
1,404,199
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(86,269
|
)
|
|
(41,116
|
)
|
|
(127,385
|
)
|
||||
Net increase in cash and cash equivalents
|
—
|
|
|
(102,280
|
)
|
|
375,879
|
|
|
273,599
|
|
||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
943,976
|
|
|
458,724
|
|
|
1,402,700
|
|
||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
841,696
|
|
|
$
|
834,603
|
|
|
$
|
1,676,299
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
1,027,571
|
|
|
$
|
339,388
|
|
|
$
|
1,366,959
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(281,696
|
)
|
|
(46,691
|
)
|
|
(328,387
|
)
|
||||
Purchases of investments
|
—
|
|
|
(913,205
|
)
|
|
(281,005
|
)
|
|
(1,194,210
|
)
|
||||
Sales and maturities of investments
|
—
|
|
|
861,744
|
|
|
300,813
|
|
|
1,162,557
|
|
||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(560,668
|
)
|
|
(560,668
|
)
|
||||
Other, net
|
—
|
|
|
(2,805
|
)
|
|
(744
|
)
|
|
(3,549
|
)
|
||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(335,962
|
)
|
|
(588,295
|
)
|
|
(924,257
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt, net of issuance costs
|
492,894
|
|
|
—
|
|
|
—
|
|
|
492,894
|
|
||||
Purchases of treasury stock
|
(537,861
|
)
|
|
—
|
|
|
—
|
|
|
(537,861
|
)
|
||||
Proceeds from issuance of treasury stock
|
20,404
|
|
|
—
|
|
|
—
|
|
|
20,404
|
|
||||
Payment of dividends to stockholders
|
(84,697
|
)
|
|
—
|
|
|
—
|
|
|
(84,697
|
)
|
||||
Proceeds from exercise of equity awards and employee stock purchase plan
|
104,598
|
|
|
—
|
|
|
3,523
|
|
|
108,121
|
|
||||
Purchase of interest in controlled subsidiaries, net
|
—
|
|
|
—
|
|
|
(3,272
|
)
|
|
(3,272
|
)
|
||||
Transfers (to) from related parties
|
(53,494
|
)
|
|
(287,394
|
)
|
|
340,888
|
|
|
—
|
|
||||
Other, net
|
58,156
|
|
|
(2,124
|
)
|
|
(3,472
|
)
|
|
52,560
|
|
||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(289,518
|
)
|
|
337,667
|
|
|
48,149
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(64,798
|
)
|
|
(44,386
|
)
|
|
(109,184
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
337,293
|
|
|
44,374
|
|
|
381,667
|
|
||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
606,683
|
|
|
414,350
|
|
|
1,021,033
|
|
||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
943,976
|
|
|
$
|
458,724
|
|
|
$
|
1,402,700
|
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
1.1
|
|
Underwriting Agreement, dated Expedia, Inc., as Issuer, the Guarantors party thereto, and BNP Paribas, Goldman, Sachs & Co., J.P. Morgan Securities plc, as Representatives of the several Underwriters (relating to the Fourth Supplemental Indenture on Exhibit 4.6)
|
|
|
|
8-K
|
|
000-51447
|
|
1.1
|
|
6/3/2015
|
2.1
|
|
Separation Agreement by and between Expedia, Inc. and IAC/InterActiveCorp, dated as of August 9, 2005
|
|
|
|
10-Q
|
|
000-51447
|
|
2.1
|
|
11/14/2005
|
2.2
|
|
Separation Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
12/27/2011
|
2.3
|
|
Share Purchase Agreement, dated as of December 21, 2012, by and among Expedia, Inc., trivago GmbH, a wholly owned subsidiary of Expedia and the shareholders of trivago GmbH party thereto.
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
12/21/2012
|
2.4
|
|
Shareholders Agreement, dated as of December 21, 2012 by and among trivago GmbH, Expedia, Inc., a wholly owned subsidiary of Expedia and certain shareholders of trivago GmbH.
|
|
|
|
8-K
|
|
000-51447
|
|
2.2
|
|
12/21/2012
|
2.5
|
|
Agreement and Plan of Merger, dated as of February 12, 2015, by and among Expedia, Inc., Xeta, Inc., and Orbtiz Worldwide, Inc.
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
2/13/2015
|
2.6
|
|
Purchase and Sale Agreement (Cruise), dated March 10, 2015, by and between Immunex Corporation and Cruise, LLC
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
4/2/2015
|
2.7
|
|
First Amendment to Purchase and Sale, dated March 25, 2015, by and between Immunex Corporation and Cruise, LLC
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
4/2/2015
|
2.8
|
|
Share Purchase Agreement, dated May 22, 2015, by and among Expedia, Inc., Expedia Asia Pacific - Alpha Limited, Ctrip.com International, Ltd., C-Travel International Limited, Luxuriant Holdings Limited, Keystone Lodging Holdings Limited and Plateno Group Limited
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
5/22/2015
|
2.9
|
|
Agreement and Plan of Reorganization, dated as of November 4, 2015, by and among Expedia, Inc., HMS 1 Inc. and HomeAway, Inc.
|
|
|
|
8-K
|
|
001-37429
|
|
2.1
|
|
11/5/2015
|
3.2
|
|
Amended and Restated Bylaws of Expedia, Inc.
|
|
|
|
8-K
|
|
000-51447
|
|
3.3
|
|
8/15/2005
|
4.1
|
|
Indenture, dated as of August 21, 2006, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Trust Company, N.A., as Trustee, relating to Expedia, Inc.’s 7.456% Senior Notes due 2018
|
|
|
|
10-Q
|
|
000-51447
|
|
4.1
|
|
11/14/2006
|
4.2
|
|
First Supplemental Indenture, dated as of January 19, 2007, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee
|
|
|
|
S-4
|
|
333-140195
|
|
4.2
|
|
1/25/2007
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
4.3
|
|
Indenture, dated as of August 5, 2010, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.95% Senior Notes due 2020
|
|
|
|
8-K
|
|
000-51447
|
|
4.1
|
|
8/10/2010
|
4.4
|
|
Ninth Supplemental Indenture, dated as of September 30, 2016, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
10/3/2016
|
4.5
|
|
Indenture, dated as of August 13, 2014, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee
|
|
|
|
8-K
|
|
000-51447
|
|
4.1
|
|
8/18/2014
|
4.6
|
|
First Supplemental Indenture, dated as of August 18, 2014, among Expedia, Inc., the Subsidiary Guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 4.500% Senior Notes due 2024
|
|
|
|
8-K
|
|
000-51447
|
|
4.2
|
|
8/18/2014
|
4.7
|
|
Fourth Supplemental Indenture, dated as of June 3, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 2.500% Senior Notes due 2022
|
|
|
|
8-K
|
|
000-51447
|
|
4.2
|
|
6/3/2015
|
4.8
|
|
Indenture, dated as of December 8, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.000% Senior Notes due 2026
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
12/8/2015
|
10.1
|
|
Amended and Restated Governance Agreement among Expedia, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
10.10
|
|
12/27/2011
|
10.2
|
|
Assignment and Assumption of Governance Agreement, among Liberty Expedia holdings, Inc., LEXE Marginco, LLC, LEXEB, LLC, Liberty Interactive Corporation, Barry Diller and Expedia, Inc., dated as of November 4, 2016
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.6
|
|
11/7/2016
|
10.3
|
|
Amended and Restated Stockholders Agreement between Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011
|
|
|
|
10-K
|
|
000-51447
|
|
10.1
|
|
2/10/2012
|
10.4
|
|
Assignment and Assumption of Stockholders Agreement, by and among Liberty Expedia Holdings, Inc., Liberty Interactive Corporation and Barry Diller, dated November 4, 2016
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.7
|
|
11/7/2016
|
10.5
|
|
Amendment No. 1 to Stockholders Agreement, by and between Liberty Expedia Holdings, Inc. and Barry Diller, dated November 4, 2016
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.8
|
|
11/7/2016
|
10.6
|
|
Amended and Restated Transaction Agreement, by and among Liberty Interactive Corporation, Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of September 22, 2016
|
|
|
|
S-4/A*†
|
|
333-210377
|
|
10.1
|
|
9/23/2016
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
10.7
|
|
Assignment Agreement, by and between Barry Diller and Liberty Expedia Holdings, Inc., dated November 4, 2016
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.10
|
|
11/7/2016
|
10.8
|
|
Tax Sharing Agreement by and between Expedia, Inc. and IAC/InterActiveCorp, dated as of August 9, 2005
|
|
|
|
10-Q
|
|
000-51447
|
|
10.10
|
|
11/14/2005
|
10.9
|
|
Employee Matters Agreement by and between Expedia, Inc. and IAC/InterActiveCorp, dated as of August 9, 2005
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
11/14/2005
|
10.10
|
|
Tax Sharing Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
12/27/2011
|
10.11
|
|
Employee Matters Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
10.3
|
|
12/27/2011
|
10.12
|
|
Amended and Restated Credit Agreement dated as of September 5, 2014, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company; Hotwire, Inc., a Delaware corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
9/11/2014
|
10.13
|
|
First Amendment, dated as of February 4, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
2/8/2016
|
10.14
|
|
Second Amendment, dated as December 22, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent
|
|
X
|
|
|
|
|
|
|
|
|
10.15
|
|
Office Building Lease by and between Tower 333 LLC, a Delaware limited liability company, and Expedia, Inc., a Washington corporation, dated June 25, 2007
|
|
|
|
10-Q
|
|
000-51447
|
|
10.10
|
|
8/3/2007
|
10.16*
|
|
Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan
|
|
|
|
DEF 14A
|
|
001-37429
|
|
Appendix A
|
|
8/23/2016
|
10.17*
|
|
Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan
|
|
|
|
S-8
|
|
333-206990
|
|
99.1
|
|
9/17/2015
|
10.18*
|
|
HomeAway, Inc. 2011 Equity Incentive Plan
|
|
|
|
S-8
|
|
333-208548
|
|
99.10
|
|
12/15/2015
|
10.19*
|
|
Expedia, Inc. 2013 Employee Stock Purchase Plan
|
|
|
|
DEF14A
|
|
000-51447
|
|
Appendix B
|
|
4/30/2013
|
10.20*
|
|
Expedia, Inc. 2013 International Employee Stock Purchase Plan
|
|
|
|
DEF 14A
|
|
000-51447
|
|
Appendix C
|
|
4/30/2013
|
10.21*
|
|
Form of Expedia, Inc. Restricted Stock Unit Agreement (Directors)
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
8/1/2014
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
10.22*
|
|
Form of Expedia, Inc. Restricted Stock Unit Agreement
|
|
X
|
|
|
|
|
|
|
|
|
10.23*
|
|
Form of Expedia, Inc. Stock Option Agreement
|
|
X
|
|
|
|
|
|
|
|
|
10.24*
|
|
Amended and Restated Expedia, Inc. Non-Employee Director Deferred Compensation Plan, effective as of January 1, 2009
|
|
|
|
10-K
|
|
000-51447
|
|
10.1
|
|
2/19/2009
|
10.25*
|
|
Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2009
|
|
|
|
10-K
|
|
000-51447
|
|
10.2
|
|
2/19/2009
|
10.26*
|
|
First Amendment of the Executed Deferred Compensation Plan, effective as of December 31, 2014
|
|
|
|
10-K
|
|
000-51447
|
|
10.20
|
|
2/6/2015
|
10.27*
|
|
Employment Agreement between Dara Khosrowshahi and Expedia, Inc., effective as of March 31, 2015
|
|
|
|
8-K
|
|
000-51447
|
|
10.10
|
|
4/1/2015
|
10.28*
|
|
Second Amended and Restated Expedia, Inc. Restricted Stock Unit Agreement for Dara Khosrowshahi, dated as of December 20, 2011
|
|
|
|
8-K
|
|
000-51447
|
|
10.5
|
|
12/27/2011
|
10.29*
|
|
Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March 31, 2015
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
4/1/2015
|
10.30*
|
|
Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March 31, 2015
|
|
|
|
8-K
|
|
000-51447
|
|
10.3
|
|
4/1/2015
|
10.31*
|
|
Stock Option Agreement between IAC/InterActiveCorp and Barry Diller, dated as of June 7, 2005
|
|
|
|
10-Q**
|
|
000-20570
|
|
10.8
|
|
11/09/2005
|
10.32*
|
|
IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan
|
|
|
|
S-4/A**
|
|
333-124303
|
|
Annex J
|
|
06/17/2005
|
10.33*
|
|
Amended and Restated Employment Agreement by and between Mark D. Okerstrom and Expedia, Inc., effective as of October 20, 2011
|
|
|
|
S-4/A
|
|
333-175828
|
|
10.17
|
|
10/24/2011
|
10.34*
|
|
Amendment to the Amended and Restated Employment Agreement by and between Mark D. Okerstrom and Expedia, Inc., effective March 7, 2014
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
03/07/2014
|
10.35*
|
|
Second Amendment to the Amended and Restated Employment Agreement by and between Mark D. Okerstrom and Expedia, Inc., dated September 11, 2014
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
09/12/2014
|
10.36*
|
|
Third Amendment to the Amended and Restated Employment Agreement by and between Mark D. Okerstrom and Expedia, Inc., dated March 7, 2016
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
03/09/2016
|
10.37*
|
|
Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March 7, 2016
|
|
|
|
8-K
|
|
001-37429
|
|
10.2
|
|
03/09/2016
|
10.38*
|
|
Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March 7, 2016
|
|
|
|
8-K
|
|
001-37429
|
|
10.3
|
|
03/09/2016
|
10.39*
|
|
Employment Agreement between Robert J. Dzielak and Expedia, Inc., effective as of March 2, 2015
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
03/04/2015
|
21
|
|
Subsidiaries of the Registrant
|
|
X
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
X
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
31.1
|
|
Certifications of the Chairman and Senior Executive Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
31.3
|
|
Certification of the Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
32.1***
|
|
Certification of the Chairman and Senior Executive pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
32.2***
|
|
Certification of the Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
32.3***
|
|
Certification of the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
101
|
|
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
|
X
|
|
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
**
|
Indicates reference to filing of IAC/InterActiveCorp
|
*†
|
Indicates reference to filing of Liberty Expedia Holdings, Inc.
|
***
|
Furnished herewith
|
by:
|
/s/ Peter B. Thauer
|
by:
|
/s/ Belinda Lucas
|
by:
|
/s/ Eric Ridgway
|
by:
|
/s/ Maria Mulic
|
by:
|
/s/ Melissa Dyki
|
by:
|
/s/ Daniel Guevara
|
by:
|
/s/ Mire K. Levy
|
by:
|
/s/ Matthew Hillman
|
by:
|
/s/ William Chiu
|
by:
|
/s/ David W. Kee
|
by:
|
/s/ Lukas Coleman
|
Four Year Equal Vest
|
1
|
|
Four Year Equal Vest
|
2
|
|
Four Year Equal Vest
|
3
|
|
(a)
|
the Plan is established voluntarily by the Corporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Corporation at any time, unless otherwise provided in the Plan and this Agreement;
|
Four Year Equal Vest
|
4
|
|
(b)
|
the award of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right for the Participant or any other person to receive future awards of restricted stock units, or benefits in lieu of restricted stock units or other Awards, even if restricted stock units have been awarded in the past;
|
(c)
|
all decisions with respect to future awards of restricted stock units, if any, will be at the sole discretion of the Corporation;
|
(d)
|
the Participant’s participation in the Plan will not (i) create any right to continue in the employ of the Corporation, Subsidiary, Affiliate or division, or the Employer; (ii) create any inference as to the length of employment of the Participant; or (iii) affect the right of the Corporation, Subsidiary, Affiliate or division, or the Employer to terminate the employment of the Participant at any time, with or without Cause.
|
(e)
|
the Participant is voluntarily participating in the Plan;
|
(f)
|
the Restricted Stock Unit award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation, Subsidiary, Affiliate, or division or the Employer, and such award is outside the scope of the Participant’s employment contract, if any;
|
(g)
|
the Restricted Stock Unit award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation, Subsidiary, Affiliate or division or the Employer;
|
(h)
|
in the event that the Participant is not an employee of the Corporation, Subsidiary, Affiliate or division, the Restricted Stock Unit award will not be interpreted to form an employment contract or relationship with the Corporation, Subsidiary, Affiliate or division; and furthermore, the Restricted Stock Unit award will not be interpreted to form an employment contract with the Employer or the Corporation, Subsidiary, Affiliate or division;
|
(i)
|
in consideration of the award of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Unit award or diminution in value of the Restricted Stock Unit award resulting from Termination of the Participant’s Employment by the Corporation, Subsidiary, Affiliate or division, or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Corporation, Subsidiary, Affiliate or division and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and,
|
Four Year Equal Vest
|
5
|
|
(j)
|
the future value of the Shares is unknown and cannot be predicted with certainty.
|
Four Year Equal Vest
|
6
|
|
i.
|
verifying the Participant’s identity and implementing, administering and managing the Participant’s participation in the Plan;
|
Four Year Equal Vest
|
7
|
|
ii.
|
administration and management of the Plan, including purchase, transfer, disposal or other transactions relating to any Stock and all purposes incidental thereto;
|
iii.
|
the archival of documents and records in both electronic and physical form for record keeping purposes;
|
iv.
|
conducting financial reporting and analysis related to the Plan’s operations;
|
v.
|
complying with the Group’s policies and procedures;
|
vi.
|
preventing, detecting and investigating crime, including fraud and any form of financial crime, and analyzing and managing other commercial risks;
|
vii.
|
compliance with any applicable rules, laws and regulations, codes of practice or guidelines, including, without limitation, compliance with laws and regulations (local and foreign) which may apply to the Plan, the Group, or to assist in law enforcement and investigations by relevant authorities; and
|
viii.
|
subject to applicable law, any other purposes set out in this Agreement.
|
Four Year Equal Vest
|
8
|
|
Four Year Equal Vest
|
9
|
|
Four Year Equal Vest
|
10
|
|
(2)
|
The Plan and the Participant’s participation in the Plan are offered by the Corporation on a wholly discretionary basis;
|
(4)
|
The Corporation and the Subsidiaries and Affiliates are not responsible for any decrease in the value of any Shares acquired at vesting and settlement of the Restricted Stock Units.
|
(1)
|
La participación del Participante en el Plan no constituye un derecho adquirido;
|
(2)
|
El Plan y la participación del Participante en el Plan se ofrecen por la Compañía en su discrecionalidad total;
|
(4)
|
La Compañía y sus Subsidiarias y Afiliadas no son responsables por ninguna disminución en el valor de las acciones adquiridas al conferir las Unidades de Acciones Restringidas.
|
1.
|
Award, Vesting and Exercise of the Stock Option
|
5.
|
Taxes and Withholding
|
Four Year Equal Vest
|
2
|
|
Four Year Equal Vest
|
3
|
|
(a)
|
the Plan is established voluntarily by the Corporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Corporation at any time, unless otherwise provided in the Plan and this Agreement;
|
(b)
|
the grant of the Stock Option is voluntary and occasional and does not create any contractual or other right for the Participant or any other person to receive future grants of stock options, benefits in lieu of stock options or other Awards, even if stock options have been awarded in the past;
|
(c)
|
all decisions with respect to future awards of stock options or other Awards, if any, will be at the sole discretion of the Corporation;
|
(d)
|
the Participant’s participation in the Plan will not (i) create any right to continue in the employ of the Corporation or any Subsidiary or Affiliate; (ii) create any inference as to the length of employment of the Participant; or (iii) affect the right of the Employer to terminate the employment of the Participant at any time, with or without Cause.
|
(e)
|
the Participant is voluntarily participating in the Plan;
|
(f)
|
the Stock Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Corporation, Subsidiary, Affiliate, or division or the Employer, and such award is outside the scope of the Participant’s employment contract, if any;
|
(g)
|
the Stock Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Corporation, Subsidiary, Affiliate or division, or the Employer;
|
(h)
|
in the event that the Participant is not an employee of the Corporation, Subsidiary, Affiliate or division, the Stock Option will not be interpreted to form an employment contract or relationship with the Corporation, Subsidiary, Affiliate or division; and furthermore, the Stock Option will not be interpreted to form an employment contract with the Employer, the Corporation, Subsidiary, Affiliate or division;
|
Four Year Equal Vest
|
4
|
|
(i)
|
in consideration of the award of the Stock Option, no claim or entitlement to compensation or damages shall arise from termination of the Stock Option or diminution in value of the Stock Option resulting from Participant’s Termination of Employment by the Corporation, Subsidiary, Affiliate, division or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Corporation, Subsidiary, Affiliate or division and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant will be deemed irrevocably to have waived his or her entitlement to pursue such claim; and,
|
(j)
|
the future value of the Shares is unknown and cannot be predicted with certainty.
|
9.
|
Effect of Agreement
|
Four Year Equal Vest
|
5
|
|
11.
|
Severability
|
12.
|
Conflicts and Interpretation
|
Four Year Equal Vest
|
6
|
|
i.
|
verifying the Participant’s identity and implementing, administering and managing the Participant’s participation in the Plan;
|
ii.
|
administration and management of the Plan, including purchase, transfer, disposal or other transactions relating to any Stock and all purposes incidental thereto;
|
iii.
|
the archival of documents and records in both electronic and physical form for record keeping purposes;
|
iv.
|
conducting financial reporting and analysis related to the Plan’s operations;
|
v.
|
complying with the Group’s policies and procedures;
|
vi.
|
preventing, detecting and investigating crime, including fraud and any form of financial crime, and analyzing and managing other commercial risks;
|
vii.
|
compliance with any applicable rules, laws and regulations, codes of practice or guidelines, including, without limitation, compliance with laws and regulations (local and foreign) which may apply to the Plan, the Group, or to assist in law enforcement and investigations by relevant authorities; and
|
viii.
|
subject to applicable law, any other purposes set out in this Agreement.
|
Four Year Equal Vest
|
7
|
|
Four Year Equal Vest
|
8
|
|
(2)
|
The Plan and the Participant’s participation in the Plan are offered by the Corporation on a wholly discretionary basis;
|
(4)
|
The Corporation and the Subsidiaries and Affiliates are not responsible for any decrease in the value of any Shares acquired at exercise of the Stock Option.
|
(1)
|
La participación del Participante en el Plan no constituye un derecho adquirido;
|
(2)
|
El Plan y la participación del Participante en el Plan se ofrecen por la Compañía en su discrecionalidad total;
|
(4)
|
La Compañía y sus Subsidiarias y Afiliadas no son responsables por ninguna disminución en el valor de las Acciones adquiridas al ejercer la Opción de Acciones.
|
Four Year Equal Vest
|
9
|
|
U.S. Subsidiaries
|
|
Jurisdiction
|
|
|
|
Classic Vacations, LLC
|
|
United States - NV
|
|
|
|
Cruise, LLC
|
|
United States - WA
|
|
|
|
EAN.com, LP
|
|
United States - DE
|
|
|
|
Egencia LLC
|
|
United States - NV
|
|
|
|
EXP Global Holdings, Inc.
|
|
United States - DE
|
|
|
|
Expedia, Inc.
|
|
United States - WA
|
|
|
|
HomeAway Holdings, Inc.
|
|
United States - DE
|
|
|
|
HomeAway.com, Inc.
|
|
United States - DE
|
|
|
|
Hotels.com GP, LLC
|
|
United States - TX
|
|
|
|
Hotwire, Inc.
|
|
United States - DE
|
|
|
|
HRN 99 Holdings, LLC
|
|
United States - NY
|
|
|
|
Interactive Affiliate Network, LLC
|
|
United States - DE
|
|
|
|
Orbitz Travel Insurance Services, LLC
|
|
United States - DE
|
|
|
|
Orbitz Worldwide, Inc.
|
|
United States - DE
|
|
|
|
Orbitz Worldwide, LLC
|
|
United States - DE
|
|
|
|
Orbitz, Inc.
|
|
United States - DE
|
|
|
|
Orbitz, LLC
|
|
United States - DE
|
|
|
|
Travelscape, LLC
|
|
United States - NV
|
|
|
|
Trip Network, Inc.
|
|
United States - DE
|
|
|
|
Foreign Subsidiaries
|
|
Jurisdiction
|
|
|
|
AAE Travel Pte. Ltd.*
|
|
Singapore
|
|
|
|
Egencia France SAS
|
|
France
|
|
|
|
EXP Holdings Luxembourg S.A.
|
|
Luxembourg
|
|
|
|
Expedia Asia Holdings Mauritius
|
|
Mauritius
|
|
|
|
Expedia do Brasil Agencia de Viagens e Turismo Ltda.
|
|
Brazil
|
|
|
|
Expedia Lodging Partner Services Sàrl
|
|
Switzerland
|
|
|
|
Expedia Southeast Asia Pte. Ltd.
|
|
Singapore
|
|
|
|
Expedia.com Limited
|
|
United Kingdom
|
|
|
|
HomeAway Netherlands Holding B.V.
|
|
Netherlands
|
|
|
|
HomeAway Sàrl
|
|
Switzerland
|
|
|
|
trivago GmbH*
|
|
Germany
|
|
|
|
trivago N.V.*
|
|
Netherlands
|
|
|
|
WWTE Travel S.à r.l.
|
|
Luxembourg
|
(1)
|
Registration Statement (Form S-4 No. 333-213740) of Expedia, Inc. and in the related Prospectus,
|
(2)
|
Registration Statement (Form S-4 No. 333-140195) of Expedia, Inc. and in the related Prospectus,
|
(3)
|
Registration Statement (Form S-4/A No. 333-175828) of Expedia, Inc. and in the related Prospectus,
|
(4)
|
Registration Statement (Form S-4/A No. 333-169654) of Expedia, Inc. and in the related Prospectus,
|
(5)
|
Registration Statement (Form S-4/A No. 333-208025) of Expedia, Inc. and in the related Prospectus,
|
(6)
|
Registration Statement (Form S-8 No. 333-178650) pertaining to the Expedia, Inc. 2005 Stock and Annual Incentive Plan, the Expedia, Inc. 401(k) Retirement Savings Plan, and the Expedia, Inc. Deferred Compensation Plan for Non-Employee Directors of Expedia, Inc.,
|
(7)
|
Registration Statement (Form S-8 No. 333-187111) pertaining to the Expedia, Inc. 2013 Employee Stock Purchase Plan and the Expedia, Inc. 2013 International Employee Stock Purchase Plan,
|
(8)
|
Registration Statement (Form S-8 No. 333-213715) pertaining to the Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan,
|
(9)
|
Registration Statement (Form S-3ASR No. 333-209754) of Expedia, Inc. and in the related Prospectus,
|
(10)
|
Registration Statement (Form S-3ASR No. 333-197974) of Expedia, Inc. and in the related Prospectus,
|
(11)
|
Registration Statement (Form S-8 No. 333-205996) pertaining to the Expedia, Inc. 2005 Stock and Annual Incentive Plan,
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(12)
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Registration Statement (Form S-8 No. 333-206990) pertaining to the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, and
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(13)
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Registration Statement (Form S-8 No. 333-208548) pertaining to the HomeAway, Inc. 2011 Equity Incentive Plan;
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1.
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I have reviewed this annual report on Form 10-K of Expedia, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a.
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 9, 2017
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/s/ BARRY DILLER
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Barry Diller
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Chairman and Senior Executive
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1.
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I have reviewed this annual report on Form 10-K of Expedia, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 9, 2017
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/s/ DARA KHOSROWSHAHI
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Dara Khosrowshahi
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Expedia, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 9, 2017
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/s/ MARK D. OKERSTROM
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Mark D. Okerstrom
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Chief Financial Officer
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1)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2016
(the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 9, 2017
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/s/ BARRY DILLER
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Barry Diller
|
|
Chairman and Senior Executive
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1)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2016
(the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 9, 2017
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/s/ DARA KHOSROWSHAHI
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|
Dara Khosrowshahi
|
|
Chief Executive Officer
|
1)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2016
(the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 9, 2017
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/s/ MARK D. OKERSTROM
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Mark D. Okerstrom
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Chief Financial Officer
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