|
☒
|
QUARTERLY 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
|
|
Delaware
|
|
20-2705720
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
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☐
|
|
|
|
|
|||
Non-accelerated filer
|
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☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
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Emerging growth company
|
|
☐
|
|
Common stock, $0.0001 par value per share
|
|
138,145,680
|
|
shares
|
|
Class B common stock, $0.0001 par value per share
|
|
12,799,999
|
|
shares
|
|
|
|
|
Part I
|
|
|
|
|
|
Item 1
|
|
|
|
|
|
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Consolidated Statements of Operations for the Three
Months Ended March 31, 2017 and 2016 unaudited
|
|
|
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|
|
Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2017 and 2016 (unaudited)
|
|
|
|
|
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Consolidated Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016
|
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|
|
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Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (unaudited)
|
|
|
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||
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Item 2
|
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Item 3
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||
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Item 4
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Part II
|
|
|
|
|
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Item 1
|
||
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Item 1A
|
||
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Item 2
|
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Item 6
|
||
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Three months ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Revenue
|
$
|
2,188,736
|
|
|
$
|
1,903,961
|
|
Costs and expenses:
|
|
|
|
||||
Cost of revenue
(1)
|
421,687
|
|
|
402,570
|
|
||
Selling and marketing
(1)
|
1,270,060
|
|
|
1,039,348
|
|
||
Technology and content
(1)
|
322,040
|
|
|
291,554
|
|
||
General and administrative
(1)
|
158,153
|
|
|
146,011
|
|
||
Amortization of intangible assets
|
66,676
|
|
|
89,999
|
|
||
Legal reserves, occupancy tax and other
|
21,054
|
|
|
1,974
|
|
||
Restructuring and related reorganization charges
(1)
|
1,899
|
|
|
29,803
|
|
||
Operating loss
|
(72,833
|
)
|
|
(97,298
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest income
|
6,259
|
|
|
3,567
|
|
||
Interest expense
|
(42,977
|
)
|
|
(43,960
|
)
|
||
Other, net
|
(21,704
|
)
|
|
(28,195
|
)
|
||
Total other expense, net
|
(58,422
|
)
|
|
(68,588
|
)
|
||
Loss before income taxes
|
(131,255
|
)
|
|
(165,886
|
)
|
||
Provision for income taxes
|
46,716
|
|
|
57,354
|
|
||
Net loss
|
(84,539
|
)
|
|
(108,532
|
)
|
||
Net income attributable to non-controlling interests
|
(1,583
|
)
|
|
(57
|
)
|
||
Net loss attributable to Expedia, Inc.
|
$
|
(86,122
|
)
|
|
$
|
(108,589
|
)
|
|
|
|
|
||||
Loss per share attributable to Expedia, Inc. available to common stockholders:
|
|
|
|
||||
Basic
|
$
|
(0.57
|
)
|
|
$
|
(0.72
|
)
|
Diluted
|
(0.57
|
)
|
|
(0.72
|
)
|
||
Shares used in computing loss per share:
|
|
|
|
||||
Basic
|
150,531
|
|
|
151,052
|
|
||
Diluted
|
150,531
|
|
|
151,052
|
|
||
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.28
|
|
|
$
|
0.24
|
|
(1) Includes stock-based compensation as follows:
|
|
|
|
||||
Cost of revenue
|
$
|
2,839
|
|
|
$
|
2,408
|
|
Selling and marketing
|
10,731
|
|
|
7,042
|
|
||
Technology and content
|
13,038
|
|
|
10,621
|
|
||
General and administrative
|
20,603
|
|
|
17,664
|
|
||
Restructuring and related reorganization charges
|
—
|
|
|
11,173
|
|
|
Three months ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(84,539
|
)
|
|
$
|
(108,532
|
)
|
Other comprehensive income, net of tax
|
|
|
|
||||
Currency translation adjustments, net of tax
(1)
|
34,676
|
|
|
6,654
|
|
||
Unrealized gains (losses) on available for sale securities, net of tax
(2)
|
4
|
|
|
474
|
|
||
Other comprehensive income, net of tax
|
34,680
|
|
|
7,128
|
|
||
Comprehensive loss
|
(49,859
|
)
|
|
(101,404
|
)
|
||
Less: Comprehensive income attributable to non-controlling interests
|
7,277
|
|
|
9,658
|
|
||
Comprehensive loss attributable to Expedia, Inc.
|
$
|
(57,136
|
)
|
|
$
|
(111,062
|
)
|
(1)
|
Currency translation adjustments include a tax benefit of
$4 million
and
$11 million
associated with net investment hedges for the three months ended
March 31, 2017
and
2016
.
|
(2)
|
Net gains (losses) recognized and reclassified during the three months ended
March 31, 2017
and
2016
were immaterial.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,503,230
|
|
|
$
|
1,796,811
|
|
Restricted cash and cash equivalents
|
34,452
|
|
|
18,733
|
|
||
Short-term investments
|
851,415
|
|
|
72,313
|
|
||
Accounts receivable, net of allowance of $27,677 and $25,278
|
1,579,657
|
|
|
1,343,247
|
|
||
Income taxes receivable
|
127,704
|
|
|
19,402
|
|
||
Prepaid expenses and other current assets
|
231,955
|
|
|
199,745
|
|
||
Total current assets
|
5,328,413
|
|
|
3,450,251
|
|
||
Property and equipment, net
|
1,421,962
|
|
|
1,394,904
|
|
||
Long-term investments and other assets
|
528,237
|
|
|
520,058
|
|
||
Deferred income taxes
|
23,908
|
|
|
23,658
|
|
||
Intangible assets, net
|
2,386,504
|
|
|
2,446,652
|
|
||
Goodwill
|
7,979,882
|
|
|
7,942,023
|
|
||
TOTAL ASSETS
|
$
|
17,668,906
|
|
|
$
|
15,777,546
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, merchant
|
$
|
1,423,701
|
|
|
$
|
1,509,313
|
|
Accounts payable, other
|
686,559
|
|
|
577,012
|
|
||
Deferred merchant bookings
|
4,425,388
|
|
|
2,617,791
|
|
||
Deferred revenue
|
369,722
|
|
|
282,517
|
|
||
Income taxes payable
|
78,930
|
|
|
49,739
|
|
||
Accrued expenses and other current liabilities
|
1,035,271
|
|
|
1,090,826
|
|
||
Total current liabilities
|
8,019,571
|
|
|
6,127,198
|
|
||
Long-term debt
|
3,170,933
|
|
|
3,159,336
|
|
||
Deferred income taxes
|
496,202
|
|
|
484,970
|
|
||
Other long-term liabilities
|
323,142
|
|
|
312,939
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock $.0001 par value
|
23
|
|
|
22
|
|
||
Authorized shares: 1,600,000
|
|
|
|
||||
Shares issued: 225,629 and 224,310
|
|
|
|
||||
Shares outstanding: 138,165 and 137,232
|
|
|
|
||||
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
|
8,895,825
|
|
|
8,794,298
|
|
||
Treasury stock - Common stock, at cost
|
(4,555,830
|
)
|
|
(4,510,655
|
)
|
||
Shares: 87,464 and 87,077
|
|
|
|
||||
Retained earnings
|
666
|
|
|
129,034
|
|
||
Accumulated other comprehensive income (loss)
|
(251,413
|
)
|
|
(280,399
|
)
|
||
Total Expedia, Inc. stockholders’ equity
|
4,089,272
|
|
|
4,132,301
|
|
||
Non-redeemable noncontrolling interests
|
1,569,786
|
|
|
1,560,802
|
|
||
Total stockholders’ equity
|
5,659,058
|
|
|
5,693,103
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
17,668,906
|
|
|
$
|
15,777,546
|
|
|
Three months ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(84,539
|
)
|
|
$
|
(108,532
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of property and equipment, including internal-use software and website development
|
141,548
|
|
|
105,255
|
|
||
Amortization of stock-based compensation
|
47,211
|
|
|
48,908
|
|
||
Amortization of intangible assets
|
66,676
|
|
|
89,999
|
|
||
Deferred income taxes
|
13,680
|
|
|
21,886
|
|
||
Foreign exchange (gain) loss on cash, cash equivalents and short-term investments, net
|
(10,295
|
)
|
|
(33,707
|
)
|
||
Realized (gain) loss on foreign currency forwards
|
7,167
|
|
|
2,102
|
|
||
Other
|
(8,446
|
)
|
|
(3,613
|
)
|
||
Changes in operating assets and liabilities, net of effects from acquisitions and disposals:
|
|
|
|
||||
Accounts receivable
|
(232,475
|
)
|
|
(267,867
|
)
|
||
Prepaid expenses and other assets
|
(51,746
|
)
|
|
(37,399
|
)
|
||
Accounts payable, merchant
|
(86,890
|
)
|
|
42,422
|
|
||
Accounts payable, other, accrued expenses and other current liabilities
|
65,032
|
|
|
55,446
|
|
||
Tax payable/receivable, net
|
(86,139
|
)
|
|
(118,990
|
)
|
||
Deferred merchant bookings
|
1,806,798
|
|
|
1,256,439
|
|
||
Deferred revenue
|
85,861
|
|
|
55,974
|
|
||
Net cash provided by operating activities
|
1,673,443
|
|
|
1,108,323
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures, including internal-use software and website development
|
(166,869
|
)
|
|
(167,578
|
)
|
||
Purchases of investments
|
(780,363
|
)
|
|
—
|
|
||
Sales and maturities of investments
|
6,815
|
|
|
8,215
|
|
||
Net settlement of foreign currency forwards
|
(7,167
|
)
|
|
(2,102
|
)
|
||
Other, net
|
(2,000
|
)
|
|
2,230
|
|
||
Net cash used in investing activities
|
(949,584
|
)
|
|
(159,235
|
)
|
||
Financing activities:
|
|
|
|
||||
Payment of HomeAway Convertible Notes
|
—
|
|
|
(400,443
|
)
|
||
Purchases of treasury stock
|
(45,176
|
)
|
|
(187,022
|
)
|
||
Payment of dividends to stockholders
|
(42,247
|
)
|
|
(36,174
|
)
|
||
Proceeds from exercise of equity awards and employee stock purchase plan
|
57,778
|
|
|
25,680
|
|
||
Other, net
|
(18,475
|
)
|
|
(14,992
|
)
|
||
Net cash used in financing activities
|
(48,120
|
)
|
|
(612,951
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
30,680
|
|
|
50,893
|
|
||
Net increase in cash and cash equivalents
|
706,419
|
|
|
387,030
|
|
||
Cash and cash equivalents at beginning of period
|
1,796,811
|
|
|
1,676,299
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,503,230
|
|
|
$
|
2,063,329
|
|
Supplemental cash flow information
|
|
|
|
||||
Cash paid for interest
|
$
|
72,029
|
|
|
$
|
52,982
|
|
Income tax payments, net
|
25,128
|
|
|
39,202
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
|
(In thousands)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
145,262
|
|
|
$
|
145,262
|
|
|
$
|
—
|
|
Time deposits
|
318,505
|
|
|
—
|
|
|
318,505
|
|
|||
Restricted cash:
|
|
|
|
|
|
||||||
Time deposits
|
6,378
|
|
|
—
|
|
|
6,378
|
|
|||
Investments:
|
|
|
|
|
|
||||||
Time deposits
|
805,765
|
|
|
—
|
|
|
805,765
|
|
|||
Corporate debt securities
|
57,338
|
|
|
—
|
|
|
57,338
|
|
|||
Total assets
|
$
|
1,333,248
|
|
|
$
|
145,262
|
|
|
$
|
1,187,986
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
1,671
|
|
|
$
|
—
|
|
|
$
|
1,671
|
|
|
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
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In thousands)
|
||||||
7.456% senior notes due 2018
|
$
|
500,000
|
|
|
$
|
500,000
|
|
5.95% senior notes due 2020
|
747,222
|
|
|
747,020
|
|
||
2.5% (€650 million) senior notes due 2022
|
688,484
|
|
|
677,503
|
|
||
4.5% senior notes due 2024
|
494,643
|
|
|
494,472
|
|
||
5.0% senior notes due 2026
|
740,584
|
|
|
740,341
|
|
||
Long-term debt
(1)
|
$
|
3,170,933
|
|
|
$
|
3,159,336
|
|
(1)
|
Net of applicable discounts and debt issuance costs.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In thousands)
|
||||||
7.456% senior notes due 2018
|
$
|
536,000
|
|
|
$
|
541,000
|
|
5.95% senior notes due 2020
|
825,000
|
|
|
823,000
|
|
||
2.5% (€650 million) senior notes due 2022
(1)
|
736,000
|
|
|
718,000
|
|
||
4.5% senior notes due 2024
|
526,000
|
|
|
511,000
|
|
||
5.0% senior notes due 2026
|
804,000
|
|
|
782,000
|
|
(1)
|
Approximately
689 million
Euro as of
March 31, 2017
and
682 million
Euro as of
December 31, 2016
.
|
Declaration Date
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in thousands)
|
|
Payment Date
|
||||
February 7, 2017
|
$
|
0.28
|
|
|
March 9, 2017
|
|
$
|
42,247
|
|
|
March 30, 2017
|
February 8, 2016
|
0.24
|
|
|
March 10, 2016
|
|
36,174
|
|
|
March 30, 2016
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(In thousands)
|
||||||
Foreign currency translation adjustments, net of tax
(1)
|
$
|
(251,444
|
)
|
|
$
|
(280,426
|
)
|
Net unrealized gain (loss) on available for sale securities, net of tax
|
31
|
|
|
27
|
|
||
Accumulated other comprehensive loss
|
$
|
(251,413
|
)
|
|
$
|
(280,399
|
)
|
(1)
|
Foreign currency translation adjustments, net of tax, include foreign currency transaction gains at
March 31, 2017
of
$9 million
(
$14 million
before tax) and at
December 31, 2016
of
$16 million
(
$25 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 4 – Debt
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.
|
|
Three months ended March 31, 2017
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
Egencia
|
|
HomeAway
|
|
Corporate &
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Third-party revenue
|
$
|
1,699,899
|
|
|
$
|
181,162
|
|
|
$
|
122,699
|
|
|
$
|
184,976
|
|
|
$
|
—
|
|
|
$
|
2,188,736
|
|
Intersegment revenue
|
—
|
|
|
104,389
|
|
|
—
|
|
|
—
|
|
|
(104,389
|
)
|
|
—
|
|
||||||
Revenue
|
$
|
1,699,899
|
|
|
$
|
285,551
|
|
|
$
|
122,699
|
|
|
$
|
184,976
|
|
|
$
|
(104,389
|
)
|
|
$
|
2,188,736
|
|
Adjusted EBITDA
|
$
|
306,030
|
|
|
$
|
20,730
|
|
|
$
|
27,009
|
|
|
$
|
5,832
|
|
|
$
|
(151,368
|
)
|
|
$
|
208,233
|
|
Depreciation
|
(71,150
|
)
|
|
(1,953
|
)
|
|
(9,479
|
)
|
|
(7,430
|
)
|
|
(51,536
|
)
|
|
(141,548
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,676
|
)
|
|
(66,676
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,211
|
)
|
|
(47,211
|
)
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,054
|
)
|
|
(21,054
|
)
|
||||||
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,899
|
)
|
|
(1,899
|
)
|
||||||
Realized (gain) loss on revenue hedges
|
(2,678
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,678
|
)
|
||||||
Operating income (loss)
|
$
|
232,202
|
|
|
$
|
18,777
|
|
|
$
|
17,530
|
|
|
$
|
(1,598
|
)
|
|
$
|
(339,744
|
)
|
|
(72,833
|
)
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(58,422
|
)
|
|||||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
(131,255
|
)
|
|||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
46,716
|
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(84,539
|
)
|
|||||||||||
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
(1,583
|
)
|
||||||||||||||
Net loss attributable to Expedia, Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(86,122
|
)
|
|
Three months ended March 31, 2016
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
Egencia
|
|
HomeAway
|
|
Corporate &
Eliminations
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Third-party revenue
|
$
|
1,539,856
|
|
|
$
|
112,062
|
|
|
$
|
109,849
|
|
|
$
|
142,194
|
|
|
$
|
—
|
|
|
$
|
1,903,961
|
|
Intersegment revenue
|
—
|
|
|
64,108
|
|
|
—
|
|
|
—
|
|
|
(64,108
|
)
|
|
—
|
|
||||||
Revenue
|
$
|
1,539,856
|
|
|
$
|
176,170
|
|
|
$
|
109,849
|
|
|
$
|
142,194
|
|
|
$
|
(64,108
|
)
|
|
$
|
1,903,961
|
|
Adjusted EBITDA
|
$
|
292,356
|
|
|
$
|
7,706
|
|
|
$
|
15,361
|
|
|
$
|
17,314
|
|
|
$
|
(156,185
|
)
|
|
$
|
176,552
|
|
Depreciation
|
(58,818
|
)
|
|
(785
|
)
|
|
(6,847
|
)
|
|
(3,659
|
)
|
|
(35,146
|
)
|
|
(105,255
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,999
|
)
|
|
(89,999
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,908
|
)
|
|
(48,908
|
)
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,974
|
)
|
|
(1,974
|
)
|
||||||
Restructuring and related reorganization charges, excluding stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,630
|
)
|
|
(18,630
|
)
|
||||||
Realized (gain) loss on revenue hedges
|
(9,084
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,084
|
)
|
||||||
Operating income (loss)
|
$
|
224,454
|
|
|
$
|
6,921
|
|
|
$
|
8,514
|
|
|
$
|
13,655
|
|
|
$
|
(350,842
|
)
|
|
(97,298
|
)
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(68,588
|
)
|
|||||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
(165,886
|
)
|
|||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
57,354
|
|
|||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(108,532
|
)
|
|||||||||||
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
(57
|
)
|
||||||||||||||
Net loss attributable to Expedia, Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(108,589
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,701,060
|
|
|
$
|
593,162
|
|
|
$
|
(105,486
|
)
|
|
$
|
2,188,736
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
335,254
|
|
|
90,173
|
|
|
(3,740
|
)
|
|
421,687
|
|
|||||
Selling and marketing
|
—
|
|
|
909,622
|
|
|
462,191
|
|
|
(101,753
|
)
|
|
1,270,060
|
|
|||||
Technology and content
|
—
|
|
|
236,755
|
|
|
85,293
|
|
|
(8
|
)
|
|
322,040
|
|
|||||
General and administrative
|
—
|
|
|
106,051
|
|
|
52,087
|
|
|
15
|
|
|
158,153
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
45,484
|
|
|
21,192
|
|
|
—
|
|
|
66,676
|
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
21,054
|
|
|
—
|
|
|
—
|
|
|
21,054
|
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
1,260
|
|
|
639
|
|
|
—
|
|
|
1,899
|
|
|||||
Intercompany (income) expense, net
|
—
|
|
|
166,262
|
|
|
(166,262
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
—
|
|
|
(120,682
|
)
|
|
47,849
|
|
|
—
|
|
|
(72,833
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings of consolidated subsidiaries
|
(60,213
|
)
|
|
52,335
|
|
|
—
|
|
|
7,878
|
|
|
—
|
|
|||||
Other, net
|
(41,093
|
)
|
|
(32,406
|
)
|
|
15,077
|
|
|
—
|
|
|
(58,422
|
)
|
|||||
Total other income (expense), net
|
(101,306
|
)
|
|
19,929
|
|
|
15,077
|
|
|
7,878
|
|
|
(58,422
|
)
|
|||||
Income (loss) before income taxes
|
(101,306
|
)
|
|
(100,753
|
)
|
|
62,926
|
|
|
7,878
|
|
|
(131,255
|
)
|
|||||
Provision for income taxes
|
15,184
|
|
|
44,118
|
|
|
(12,586
|
)
|
|
—
|
|
|
46,716
|
|
|||||
Net income (loss)
|
(86,122
|
)
|
|
(56,635
|
)
|
|
50,340
|
|
|
7,878
|
|
|
(84,539
|
)
|
|||||
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(1,583
|
)
|
|
—
|
|
|
(1,583
|
)
|
|||||
Net income (loss) attributable to Expedia, Inc.
|
$
|
(86,122
|
)
|
|
$
|
(56,635
|
)
|
|
$
|
48,757
|
|
|
$
|
7,878
|
|
|
$
|
(86,122
|
)
|
Comprehensive income (loss) attributable to Expedia, Inc.
|
$
|
(57,136
|
)
|
|
$
|
(20,905
|
)
|
|
$
|
84,481
|
|
|
$
|
(63,576
|
)
|
|
$
|
(57,136
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,473,883
|
|
|
$
|
492,308
|
|
|
$
|
(62,230
|
)
|
|
$
|
1,903,961
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
318,148
|
|
|
87,525
|
|
|
(3,103
|
)
|
|
402,570
|
|
|||||
Selling and marketing
|
—
|
|
|
728,087
|
|
|
370,473
|
|
|
(59,212
|
)
|
|
1,039,348
|
|
|||||
Technology and content
|
—
|
|
|
218,175
|
|
|
73,308
|
|
|
71
|
|
|
291,554
|
|
|||||
General and administrative
|
—
|
|
|
93,967
|
|
|
52,030
|
|
|
14
|
|
|
146,011
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
55,829
|
|
|
34,170
|
|
|
—
|
|
|
89,999
|
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
1,974
|
|
|
—
|
|
|
—
|
|
|
1,974
|
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
20,259
|
|
|
9,544
|
|
|
—
|
|
|
29,803
|
|
|||||
Intercompany (income) expense, net
|
—
|
|
|
175,689
|
|
|
(175,689
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income (loss)
|
—
|
|
|
(138,245
|
)
|
|
40,947
|
|
|
—
|
|
|
(97,298
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings (losses) of consolidated subsidiaries
|
(82,603
|
)
|
|
46,279
|
|
|
—
|
|
|
36,324
|
|
|
—
|
|
|||||
Other, net
|
(41,216
|
)
|
|
(41,268
|
)
|
|
13,896
|
|
|
—
|
|
|
(68,588
|
)
|
|||||
Total other income (loss), net
|
(123,819
|
)
|
|
5,011
|
|
|
13,896
|
|
|
36,324
|
|
|
(68,588
|
)
|
|||||
Income (loss) before income taxes
|
(123,819
|
)
|
|
(133,234
|
)
|
|
54,843
|
|
|
36,324
|
|
|
(165,886
|
)
|
|||||
Provision for income taxes
|
15,230
|
|
|
53,093
|
|
|
(10,969
|
)
|
|
—
|
|
|
57,354
|
|
|||||
Net income (loss)
|
(108,589
|
)
|
|
(80,141
|
)
|
|
43,874
|
|
|
36,324
|
|
|
(108,532
|
)
|
|||||
Net income attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
|||||
Net income (loss) attributable to Expedia, Inc.
|
$
|
(108,589
|
)
|
|
$
|
(80,141
|
)
|
|
$
|
43,817
|
|
|
$
|
36,324
|
|
|
$
|
(108,589
|
)
|
Comprehensive income (loss) attributable to Expedia, Inc.
|
$
|
(111,062
|
)
|
|
$
|
(66,381
|
)
|
|
$
|
56,698
|
|
|
$
|
9,683
|
|
|
$
|
(111,062
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
308,943
|
|
|
$
|
4,245,253
|
|
|
$
|
2,093,846
|
|
|
$
|
(1,319,629
|
)
|
|
$
|
5,328,413
|
|
Investment in subsidiaries
|
9,522,269
|
|
|
3,507,327
|
|
|
—
|
|
|
(13,029,596
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,876,104
|
|
|
510,400
|
|
|
—
|
|
|
2,386,504
|
|
|||||
Goodwill
|
—
|
|
|
6,404,707
|
|
|
1,575,175
|
|
|
—
|
|
|
7,979,882
|
|
|||||
Other assets, net
|
4,107
|
|
|
1,625,159
|
|
|
357,656
|
|
|
(12,815
|
)
|
|
1,974,107
|
|
|||||
TOTAL ASSETS
|
$
|
9,835,319
|
|
|
$
|
17,658,550
|
|
|
$
|
4,537,077
|
|
|
$
|
(14,362,040
|
)
|
|
$
|
17,668,906
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
1,005,328
|
|
|
$
|
7,513,671
|
|
|
$
|
820,201
|
|
|
$
|
(1,319,629
|
)
|
|
$
|
8,019,571
|
|
Long-term debt
|
3,170,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,170,933
|
|
|||||
Other liabilities
|
—
|
|
|
652,321
|
|
|
179,838
|
|
|
(12,815
|
)
|
|
819,344
|
|
|||||
Stockholders’ equity
|
5,659,058
|
|
|
9,492,558
|
|
|
3,537,038
|
|
|
(13,029,596
|
)
|
|
5,659,058
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
9,835,319
|
|
|
$
|
17,658,550
|
|
|
$
|
4,537,077
|
|
|
$
|
(14,362,040
|
)
|
|
$
|
17,668,906
|
|
|
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
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
1,585,792
|
|
|
$
|
87,651
|
|
|
$
|
1,673,443
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(136,927
|
)
|
|
(29,942
|
)
|
|
(166,869
|
)
|
||||
Purchases of investments
|
—
|
|
|
(679,160
|
)
|
|
(101,203
|
)
|
|
(780,363
|
)
|
||||
Sales and maturities of investments
|
—
|
|
|
6,815
|
|
|
—
|
|
|
6,815
|
|
||||
Other, net
|
—
|
|
|
(9,628
|
)
|
|
461
|
|
|
(9,167
|
)
|
||||
Net cash used in investing activities
|
—
|
|
|
(818,900
|
)
|
|
(130,684
|
)
|
|
(949,584
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Purchases of treasury stock
|
(45,176
|
)
|
|
—
|
|
|
—
|
|
|
(45,176
|
)
|
||||
Transfers (to) from related parties
|
35,043
|
|
|
(135,043
|
)
|
|
100,000
|
|
|
—
|
|
||||
Other, net
|
10,133
|
|
|
(8,836
|
)
|
|
(4,241
|
)
|
|
(2,944
|
)
|
||||
Net provided by (cash used) in financing activities
|
—
|
|
|
(143,879
|
)
|
|
95,759
|
|
|
(48,120
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
8,003
|
|
|
22,677
|
|
|
30,680
|
|
||||
Net increase in cash and cash equivalents
|
—
|
|
|
631,016
|
|
|
75,403
|
|
|
706,419
|
|
||||
Cash and cash equivalents at beginning of the period
|
—
|
|
|
425,471
|
|
|
1,371,340
|
|
|
1,796,811
|
|
||||
Cash and cash equivalents at end of the period
|
$
|
—
|
|
|
$
|
1,056,487
|
|
|
$
|
1,446,743
|
|
|
$
|
2,503,230
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
893,775
|
|
|
$
|
214,548
|
|
|
$
|
1,108,323
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(146,189
|
)
|
|
(21,389
|
)
|
|
(167,578
|
)
|
||||
Transfers (to) from related parties
|
—
|
|
|
(99,919
|
)
|
|
99,919
|
|
|
—
|
|
||||
Sales and maturities of investments
|
—
|
|
|
8,215
|
|
|
—
|
|
|
8,215
|
|
||||
Other, net
|
—
|
|
|
(2,102
|
)
|
|
2,230
|
|
|
128
|
|
||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(239,995
|
)
|
|
80,760
|
|
|
(159,235
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Payment of HomeAway Convertible Notes
|
—
|
|
|
(400,443
|
)
|
|
—
|
|
|
(400,443
|
)
|
||||
Purchases of treasury stock
|
(187,022
|
)
|
|
—
|
|
|
—
|
|
|
(187,022
|
)
|
||||
Transfers (to) from related parties
|
200,725
|
|
|
(55,851
|
)
|
|
(144,874
|
)
|
|
—
|
|
||||
Other, net
|
(13,703
|
)
|
|
(11,783
|
)
|
|
—
|
|
|
(25,486
|
)
|
||||
Net cash provided by financing activities
|
—
|
|
|
(468,077
|
)
|
|
(144,874
|
)
|
|
(612,951
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
28,539
|
|
|
22,354
|
|
|
50,893
|
|
||||
Net increase in cash and cash equivalents
|
—
|
|
|
214,242
|
|
|
172,788
|
|
|
387,030
|
|
||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
841,696
|
|
|
834,603
|
|
|
1,676,299
|
|
||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
1,055,938
|
|
|
$
|
1,007,391
|
|
|
$
|
2,063,329
|
|
•
|
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 Chicago Litigation.
On April 25, 2017, the parties reached a settlement in principle.
|
•
|
Nassau County, New York Litigation.
On March 22, 2017, the court granted the defendant online travel companies’ motion for summary judgment against intervening plaintiffs Chautauqua, Erie, Orange, Oswego, Rensselaer, Saratoga, Steuben and Westchester Counties and the City of Saratoga Springs.
|
•
|
State of Louisiana/City of New Orleans Litigation.
On March 6, 2017, the court denied the defendant online travel companies’ motion for judgment on the pleadings with respect to plaintiffs’ non-tax claims. On April 5, 2017, defendants filed an application for supervisory writ to the Louisiana Court of Appeals seeking to reverse the trial court's denial of the motion.
|
•
|
Portland, Oregon HomeAway Litigation.
On March 10, 2017, the federal district court granted in part and denied in part HomeAway’s motion to dismiss the City of Portland’s amended complaint. On March 20, 2017, the court granted in part and denied in part HomeAway’s motion for a preliminary injunction.
|
•
|
Indiana State Sales Tax and County Innkeeper Tax Assessments.
On March 7, 2017, the Tax Court entered orders dismissing the cases against Travelscape, Hotels.com and Hotwire, thereby ending the matter.
|
•
|
Denver, Colorado Litigation.
On April 24, 2017, the Colorado Supreme Court, in a 3-1-3 split opinion, reversed the Court of Appeals and found that Denver’s tax applied to the online travel companies and their compensation. The case has been remanded for further proceedings.
|
•
|
State of Maine Litigation.
The online travel companies reached a final settlement with the State of Maine and the parties have filed stipulations of dismissal, thereby ending the case.
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Gross Bookings
|
|
|
|
|
|
|||||
Core OTA
|
$
|
19,109
|
|
|
$
|
17,226
|
|
|
11
|
%
|
trivago
(1)
|
—
|
|
|
—
|
|
|
N/A
|
|
||
Egencia
|
1,804
|
|
|
1,656
|
|
|
9
|
%
|
||
HomeAway
(2)
|
2,697
|
|
|
1,817
|
|
|
48
|
%
|
||
Total gross bookings
|
$
|
23,610
|
|
|
$
|
20,699
|
|
|
14
|
%
|
|
|
|
|
|
|
|||||
Revenue Margin
|
|
|
|
|
|
|||||
Core OTA
|
8.9
|
%
|
|
8.9
|
%
|
|
|
|||
trivago
(1)
|
N/A
|
|
|
N/A
|
|
|
|
|||
Egencia
|
6.8
|
%
|
|
6.6
|
%
|
|
|
|||
HomeAway
(2)
|
6.9
|
%
|
|
7.8
|
%
|
|
|
|||
Total revenue margin
|
9.3
|
%
|
|
9.2
|
%
|
|
|
(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)
|
In the first quarter of 2017, we began reporting HomeAway gross bookings along with the historical comparable information. HomeAway gross bookings include on-platform transactions from all HomeAway brands, with the exception of BedandBreakfast.com and TopRural (which, if included would collectively add less then an estimated 2% to gross bookings). On-platform gross bookings for Stayz, Bookabach and Travelmob (which collectively represent less than 10% of total on-platform transactions) represent our best estimates.
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Revenue by Segment
|
|
|
|
|
|
|||||
Core OTA
|
$
|
1,700
|
|
|
$
|
1,540
|
|
|
10
|
%
|
trivago (Third-party revenue)
|
181
|
|
|
112
|
|
|
62
|
%
|
||
Egencia
|
123
|
|
|
110
|
|
|
12
|
%
|
||
HomeAway
|
185
|
|
|
142
|
|
|
30
|
%
|
||
Total revenue
|
$
|
2,189
|
|
|
$
|
1,904
|
|
|
15
|
%
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Revenue by Business Model
|
|
|
|
|
|
|||||
Merchant
|
$
|
1,176
|
|
|
$
|
1,065
|
|
|
10
|
%
|
Agency
|
571
|
|
|
523
|
|
|
9
|
%
|
||
Advertising and media
(1)
|
257
|
|
|
174
|
|
|
47
|
%
|
||
HomeAway
|
185
|
|
|
142
|
|
|
30
|
%
|
||
Total revenue
|
$
|
2,189
|
|
|
$
|
1,904
|
|
|
15
|
%
|
(1)
|
Includes third-party revenue from trivago as well as our transaction-based websites.
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Customer operations
|
$
|
185
|
|
|
$
|
180
|
|
|
3
|
%
|
Credit card processing
|
127
|
|
|
134
|
|
|
(5
|
)%
|
||
Data center, cloud and other
|
110
|
|
|
89
|
|
|
24
|
%
|
||
Total cost of revenue
|
$
|
422
|
|
|
$
|
403
|
|
|
5
|
%
|
% of revenue
|
19.3
|
%
|
|
21.1
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Direct costs
|
$
|
1,053
|
|
|
$
|
841
|
|
|
25
|
%
|
Indirect costs
|
217
|
|
|
199
|
|
|
9
|
%
|
||
Total selling and marketing
|
$
|
1,270
|
|
|
$
|
1,039
|
|
|
22
|
%
|
% of revenue
|
58.0
|
%
|
|
54.6
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Personnel and overhead
|
$
|
157
|
|
|
$
|
156
|
|
|
1
|
%
|
Depreciation and amortization of technology assets
|
103
|
|
|
80
|
|
|
29
|
%
|
||
Other
|
62
|
|
|
56
|
|
|
11
|
%
|
||
Total technology and content
|
$
|
322
|
|
|
$
|
292
|
|
|
10
|
%
|
% of revenue
|
14.7
|
%
|
|
15.3
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Personnel and overhead
|
$
|
100
|
|
|
$
|
98
|
|
|
3
|
%
|
Professional fees and other
|
58
|
|
|
48
|
|
|
19
|
%
|
||
Total general and administrative
|
$
|
158
|
|
|
$
|
146
|
|
|
8
|
%
|
% of revenue
|
7.2
|
%
|
|
7.7
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Amortization of intangible assets
|
$
|
67
|
|
|
$
|
90
|
|
|
(26
|
)%
|
% of revenue
|
3.0
|
%
|
|
4.7
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Restructuring and related reorganization charges
|
$
|
2
|
|
|
$
|
30
|
|
|
(94
|
)%
|
% of revenue
|
0.1
|
%
|
|
1.6
|
%
|
|
|
|
Three months ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
($ in millions)
|
||||||
Foreign exchange rate losses, net
|
$
|
(20
|
)
|
|
$
|
(19
|
)
|
Other
|
(2
|
)
|
|
(9
|
)
|
||
Total other, net
|
$
|
(22
|
)
|
|
$
|
(28
|
)
|
|
Three months ended March 31,
|
|
|
|||||||
|
2017
|
|
2016
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Provision for income taxes
|
$
|
(47
|
)
|
|
$
|
(57
|
)
|
|
(19
|
)%
|
Effective tax rate
|
35.6
|
%
|
|
34.6
|
%
|
|
|
|
|
Three months ended March 31,
|
|
|
||||||||
|
|
2017
|
|
2016
|
|
$ Change
|
||||||
|
|
(In millions)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
1,673
|
|
|
$
|
1,108
|
|
|
$
|
565
|
|
Investing activities
|
|
(950
|
)
|
|
(159
|
)
|
|
(791
|
)
|
|||
Financing activities
|
|
(48
|
)
|
|
(613
|
)
|
|
565
|
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
|
31
|
|
|
51
|
|
|
(20
|
)
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in thousands)
|
|
Payment Date
|
||||
February 7, 2017
|
|
$
|
0.28
|
|
|
March 9, 2017
|
|
$
|
42,247
|
|
|
March 30, 2017
|
February 8, 2016
|
|
0.24
|
|
|
March 10, 2016
|
|
36,174
|
|
|
March 30, 2016
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased
Under Plans or
Programs
|
|||||
|
|
(In thousands, expect per share data)
|
|||||||||||
January 1-31, 2017
|
|
263
|
|
|
$
|
113.42
|
|
|
263
|
|
|
6,998
|
|
February 1-28, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,998
|
|
|
March 1-31, 2017
|
|
73
|
|
|
127.67
|
|
|
73
|
|
|
6,925
|
|
|
Total
|
|
336
|
|
|
|
|
336
|
|
|
|
Exhibit
No.
|
Exhibit Description
|
Filed
Herewith
|
|
Incorporated by Reference
|
|
|
|
Form
|
SEC File No.
|
Exhibit
|
Filing Date
|
||
10.1
|
Third Amendment, dated as of April 25, 2017, to the 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 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
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
Certification 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
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
Certification of the Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.3
|
Certification of the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
|
|
|
|
|
|
|
|
|
|
|
101
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
X
|
|
|
|
|
April 27, 2017
|
Expedia, Inc.
|
|
|
|
|
|
By:
|
/s/ MARK D. OKERSTROM
|
|
|
Mark D. Okerstrom
|
|
|
Chief Financial Officer
|
EXPEDIA, INC., a Delaware corporation,
|
|
by:
|
|
|
/s/ Mark D. Okerstrom
|
|
Name: Mark D. Okerstrom
Title: Executive Vice President, Operations and Chief Financial Officer
|
EXPEDIA, INC., a Washington corporation,
|
|
by:
|
|
|
/s/ Mark D. Okerstrom
|
|
Name: Mark D. Okerstrom
Title: Executive Vice President, Operations and Chief Financial Officer
|
TRAVELSCAPE, LLC, a Nevada limited liability company,
|
|
by:
|
|
|
/s/ Mark D. Okerstrom
|
|
Name: Mark D. Okerstrom
Title: Executive Vice President, Operations and Chief Financial Officer
|
HOTWIRE, INC., a Delaware corporation,
|
|
by:
|
|
|
/s/ Mark D. Okerstrom
|
|
Name: Mark D. Okerstrom
Title: Executive Vice President, Operations and Chief Financial Officer
|
JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
|
|
by:
|
|
|
/s/ Peter B. Thauer
|
|
Name: Peter B. Thauer
Title: Managing Director
|
J.P. MORGAN EUROPE LIMITED, individually and as London Agent,
|
|
by:
|
|
|
/s/ Belinda Lucas
|
|
Name: Belinda Lucas
|
|
Title: Associate
|
Name of Institution: Bank of America, N.A.
|
|
by:
|
|
|
/s/ Jonathan Tristan
|
|
Name: Jonathan Tristan
Title: Vice President
|
Name of Institution: BNP Paribas
|
|
by:
|
|
|
/s/ Melissa Dyld
|
|
Name: Melissa Dyld
Title: Director
|
|
|
|
|
|
|
by:
|
|
|
/s/ Maria Mulic
|
|
Name: Maria Mulic
Title: Director
|
Name of Institution: Mizuho Bank, LTD.
|
|
by:
|
|
|
/s/ Daniel Guevara
|
|
Name: Daniel Guevara
Title: Authorized Signatory
|
|
|
|
|
Name of Institution: HSBC Bank USA, National Association
|
|
by:
|
|
|
/s/ Mire K. Levy
|
|
Name: Mire K. Levy
Title: Vice President
|
|
|
|
|
Name of Institution: Royal Bank of Canada
|
|
by:
|
|
|
/s/ Andra Bosneaga
|
|
Name: Andra Bosneaga
Title: Vice President
|
|
|
|
|
Name of Institution: Tokyo-Mitsubishi UFJ, Ltd.
|
|
by:
|
|
|
/s/ Ola Anderssen
|
|
Name: Ola Anderssen
Title: Director
|
|
|
|
|
Name of Institution: Sumitomo Mitsui Banking Corporation
|
|
by:
|
|
|
/s/ James D. Weinstein
|
|
Name: James D. Weinstein
Title: Managing Director
|
|
|
|
|
Name of Institution: U.S. Bank National Association
|
|
by:
|
|
|
/s/ Lukas Coleman
|
|
Name: Lukas Coleman
Title: Vice President
|
|
|
|
|
Name of Institution: The Bank of Nova Scotia
|
|
by:
|
|
|
/s/ Diane Emanuel
|
|
Name: Diane Emanuel
Title: Managing Director
|
|
|
|
|
Name of Institution: Barclays Bank PLC
|
|
by:
|
|
|
/s/ Amir Barash
|
|
Name: Amir Barash
Title: Director
|
|
|
|
|
Name of Institution: Nordea Bank AB (PUBL), New York Branch
|
|
by:
|
|
|
/s/ Jouni Jauhiainen
|
|
Name: Jouni Jauhiainen
Title: Director
|
|
|
|
|
|
|
by:
|
|
|
/s/ Rolf Risan
|
|
Name: Rolf Risan
Title: Senior Vice President
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Expedia, Inc.;
|
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.
|
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
|
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
|
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
|
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.
|
Date:
|
April 27, 2017
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
|
|
|
|
Chairman and Senior Executive
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Expedia, Inc.;
|
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.
|
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
|
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
|
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
|
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.
|
Date:
|
April 27, 2017
|
|
/s/ DARA KHOSROWSHAHI
|
|
|
|
Dara Khosrowshahi
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Expedia, Inc.;
|
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.
|
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
|
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
|
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
|
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.
|
Date:
|
April 27, 2017
|
|
/s/ MARK D. OKERSTROM
|
|
|
|
Mark D. Okerstrom
|
|
|
|
Chief Financial Officer
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 2017
(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
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 27, 2017
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
|
|
|
|
Chairman and Senior Executive
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 2017
(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
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 27, 2017
|
|
/s/ DARA KHOSROWSHAHI
|
|
|
|
Dara Khosrowshahi
|
|
|
|
Chief Executive Officer
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 2017
(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
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 27, 2017
|
|
/s/ MARK D. OKERSTROM
|
|
|
|
Mark D. Okerstrom
|
|
|
|
Chief Financial Officer
|