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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
OR 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-37429
 
 
 
EXPEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
20-2705720
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
333 108th Avenue NE
Bellevue, WA 98004
(Address of principal executive office) (Zip Code)
(425) 679-7200
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ☒       No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
  
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 
☐ (Do not check if a smaller reporting company)
  
Smaller reporting company
 
 
 
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒
The number of shares outstanding of each of the registrant’s classes of common stock as of October 13, 2017 was:
 
Common stock, $0.0001 par value per share
 
139,695,003

shares
 
Class B common stock, $0.0001 par value per share
 
12,799,999

shares
 


Table of Contents

Expedia, Inc.
Form 10-Q
For the Quarter Ended September 30, 2017
Contents
 
 
 
 
Part I
 
 
 
 
Item 1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2
 
 
 
Item 3
 
 
 
Item 4
 
 
 
Part II
 
 
 
 
Item 1
 
 
 
Item 1A
 
 
 
Item 2
 
 
 
Item 6



Table of Contents

Part I. Item 1. Consolidated Financial Statements
EXPEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except for per share data)
(Unaudited)
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenue
$
2,965,848

 
$
2,580,905

 
$
7,740,636

 
$
6,680,735

Costs and expenses:
 
 
 
 
 
 
 
Cost of revenue (1)
458,559

 
416,907

 
1,319,253

 
1,225,857

Selling and marketing (1)
1,460,707

 
1,204,521

 
4,174,174

 
3,398,862

Technology and content (1)
350,061

 
301,446

 
1,014,631

 
910,921

General and administrative (1)
141,298

 
165,829

 
478,403

 
504,395

Amortization of intangible assets
71,011

 
74,939

 
203,966

 
249,119

Impairment of intangible assets

 
2,141

 

 
2,141

Legal reserves, occupancy tax and other
(1,499
)
 
22,332

 
22,956

 
28,650

Restructuring and related reorganization charges (1)
3,983

 
6,638

 
15,590

 
46,274

Operating income
481,728

 
386,152

 
511,663

 
314,516

Other income (expense):
 
 
 
 
 
 
 
Interest income
9,329

 
5,827

 
24,850

 
14,349

Interest expense
(44,001
)
 
(43,374
)
 
(129,639
)
 
(130,273
)
Other, net
(31,625
)
 
(9,050
)
 
(66,016
)
 
(37,118
)
Total other expense, net
(66,297
)
 
(46,597
)
 
(170,805
)
 
(153,042
)
Income before income taxes
415,431

 
339,555

 
340,858

 
161,474

Provision for income taxes
(66,078
)
 
(60,627
)
 
(22,374
)
 
14,929

Net income
349,353

 
278,928

 
318,484

 
176,403

Net loss attributable to non-controlling interests
2,885

 
403

 
4,321

 
25,988

Net income attributable to Expedia, Inc.
$
352,238

 
$
279,331

 
$
322,805

 
$
202,391

 
 
 
 
 
 
 
 
Earnings per share attributable to Expedia, Inc. available to common stockholders:
 
 
 
 
 
 
 
Basic
$
2.32

 
$
1.86

 
$
2.13

 
$
1.35

Diluted
2.23

 
1.81

 
2.06

 
1.31

Shares used in computing earnings per share:
 
 
 
 
 
 
 
Basic
152,088

 
150,239

 
151,406

 
150,281

Diluted
157,760

 
154,236

 
156,520

 
154,332

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.30

 
$
0.26

 
$
0.86

 
$
0.74

_______
(1) Includes stock-based compensation as follows:
 
 
 
 
 
 
 
Cost of revenue
$
2,289

 
$
3,476

 
$
7,855

 
$
8,768

Selling and marketing
9,543

 
4,876

 
30,637

 
37,372

Technology and content
13,944

 
11,556

 
41,581

 
50,997

General and administrative
(19,497
)
 
27,308

 
23,519

 
87,775

Restructuring and related reorganization charges

 
1,047

 

 
12,690

See accompanying notes.

2

Table of Contents

EXPEDIA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
349,353

 
$
278,928

 
$
318,484

 
$
176,403

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Currency translation adjustments, net of tax(1)
56,495

 
(4,964
)
 
180,623

 
(14,269
)
Unrealized gains (losses) on available for sale securities, net of tax(2)
20,656

 
(153
)
 
20,653

 
347

Other comprehensive income (loss), net of tax
77,151

 
(5,117
)
 
201,276

 
(13,922
)
Comprehensive income
426,504

 
273,811

 
519,760

 
162,481

Less: Comprehensive income (loss) attributable to non-controlling interests
9,899

 
2,026

 
40,529

 
(17,692
)
Comprehensive income attributable to Expedia, Inc.
$
416,605

 
$
271,785

 
$
479,231

 
$
180,173

 
(1)
Currency translation adjustments include a tax benefit of $9 million and $31 million associated with net investment hedges for the three and nine months ended September 30, 2017 and tax benefit of $2 million and $7 million for the three and nine months ended September 30, 2016.
(2)
Net of tax charges of $14 million for both of the three and nine months ended September 30, 2017. Net gains (losses) recognized and reclassified during the three and nine months ended September 30, 2017 and 2016 were immaterial.
See accompanying notes.

3

Table of Contents

EXPEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
 
September 30,
2017
 
December 31,
2016
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
3,239,886

 
$
1,796,811

Restricted cash and cash equivalents
46,936

 
18,733

Short-term investments
540,581

 
72,313

Accounts receivable, net of allowance of $34,973 and $25,278
1,835,286

 
1,343,247

Income taxes receivable
35,265

 
19,402

Prepaid expenses and other current assets
285,848

 
199,745

Total current assets
5,983,802

 
3,450,251

Property and equipment, net
1,521,609

 
1,394,904

Long-term investments and other assets
888,847

 
520,058

Deferred income taxes
37,204

 
23,658

Intangible assets, net
2,377,597

 
2,446,652

Goodwill
8,226,173

 
7,942,023

TOTAL ASSETS
$
19,035,232

 
$
15,777,546

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable, merchant
$
1,780,341

 
$
1,509,313

Accounts payable, other
824,917

 
577,012

Deferred merchant bookings
3,643,600

 
2,617,791

Deferred revenue
315,181

 
282,517

Income taxes payable
27,252

 
49,739

Accrued expenses and other current liabilities
1,181,265

 
1,090,826

Current maturities of long-term debt
500,000

 

Total current liabilities
8,272,556

 
6,127,198

Long-term debt, excluding current maturities
3,735,736

 
3,159,336

Deferred income taxes
393,353

 
484,970

Other long-term liabilities
395,808

 
312,939

Redeemable non-controlling interests
22,469

 

Commitments and contingencies

 

Stockholders’ equity:
 
 
 
Common stock $.0001 par value
23

 
22

Authorized shares: 1,600,000
 
 
 
Shares issued: 227,668 and 224,310
 
 
 
Shares outstanding: 139,452 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
9,070,498

 
8,794,298

Treasury stock - Common stock, at cost
(4,664,705
)
 
(4,510,655
)
Shares: 88,216 and 87,077
 
 
 
Retained earnings
321,576

 
129,034

Accumulated other comprehensive income (loss)
(123,973
)
 
(280,399
)
Total Expedia, Inc. stockholders’ equity
4,603,420

 
4,132,301

Non-redeemable non-controlling interests
1,611,890

 
1,560,802

Total stockholders’ equity
6,215,310

 
5,693,103

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
19,035,232

 
$
15,777,546

See accompanying notes.

4

Table of Contents

EXPEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Nine months ended
September 30,
 
2017
 
2016
Operating activities:
 
 
 
Net income
$
318,484

 
$
176,403

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation of property and equipment, including internal-use software and website development
448,744

 
344,833

Amortization of stock-based compensation
103,592

 
197,602

Amortization of intangible assets
203,966

 
249,119

Impairment of intangible assets

 
2,141

Deferred income taxes
(89,277
)
 
(66,050
)
Foreign exchange (gain) loss on cash, cash equivalents and short-term investments, net
(81,694
)
 
(16,508
)
Realized (gain) loss on foreign currency forwards
(831
)
 
34,515

Other
(9,294
)
 
(7,015
)
Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
Accounts receivable
(428,191
)
 
(297,258
)
Prepaid expenses and other assets
(108,292
)
 
(51,995
)
Accounts payable, merchant
259,225

 
158,453

Accounts payable, other, accrued expenses and other current liabilities
298,198

 
91,221

Tax payable/receivable, net
(29,051
)
 
(57,521
)
Deferred merchant bookings
1,017,524

 
722,768

Deferred revenue
18,922

 
62,970

Net cash provided by operating activities
1,922,025

 
1,543,678

Investing activities:
 
 
 
Capital expenditures, including internal-use software and website development
(525,596
)
 
(567,044
)
Purchases of investments
(1,713,195
)
 
(20,446
)
Sales and maturities of investments
920,880

 
31,637

Net settlement of foreign currency forwards
831

 
(34,515
)
Acquisitions, net of cash acquired
(170,293
)
 
(777
)
Other, net
7,195

 
2,222

Net cash used in investing activities
(1,480,178
)
 
(588,923
)
Financing activities:
 
 
 
Proceeds from issuance of long-term debt, net of issuance costs
992,470

 
(1,792
)
Payment of HomeAway Convertible Notes

 
(401,424
)
Purchases of treasury stock
(154,050
)
 
(366,723
)
Payment of dividends to stockholders
(130,263
)
 
(111,009
)
Proceeds from exercise of equity awards and employee stock purchase plan
180,031

 
103,760

Other, net
(27,676
)
 
(38,109
)
Net cash provided by (used in) financing activities
860,512

 
(815,297
)
Effect of exchange rate changes on cash and cash equivalents
140,716

 
28,718

Net increase in cash and cash equivalents
1,443,075

 
168,176

Cash and cash equivalents at beginning of period
1,796,811

 
1,676,299

Cash and cash equivalents at end of period
$
3,239,886

 
$
1,844,475

Supplemental cash flow information
 
 
 
Cash paid for interest
$
162,395

 
$
152,008

Income tax payments, net
134,980

 
103,901

See accompanying notes.

5

Table of Contents

Notes to Consolidated Financial Statements
September 30, 2017
(Unaudited)
Note 1 – Basis of Presentation
Description of Business
Expedia, Inc. and its subsidiaries provide travel products and services to leisure and corporate travelers in the United States and abroad as well as various media and advertising offerings to travel and non-travel advertisers. These travel products and services are offered through a diversified portfolio of brands including: Expedia.com®, Hotels.com®, Hotwire.comTM, Travelocity®, Expedia® Affiliate Network, Classic Vacations®, Expedia Local Expert®, Expedia® CruiseShipCenters®, CarRentals.comTM, Wotif Group, Orbitz®, CheapTickets®, ebookers®, SilverRail Technologies, Inc., Egencia®, trivago®, and HomeAway®. In addition, many of these brands have related international points of sale, including those as part of AirAsia-Expedia. We refer to Expedia, Inc. and its subsidiaries collectively as “Expedia,” the “Company,” “us,” “we” and “our” in these consolidated financial statements.
Basis of Presentation
These accompanying financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited consolidated financial statements include Expedia, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We have eliminated significant intercompany transactions and accounts.
We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2016, previously filed with the Securities and Exchange Commission. Upon closing of its initial public offering on December 16, 2016, trivago became a separately listed company on the Nasdaq Global Select Market and, therefore is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia, Inc.
Accounting Estimates
We use estimates and assumptions in the preparation of our interim unaudited consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our interim unaudited consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our interim unaudited consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; loyalty program liabilities; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments.
Reclassifications
We have reclassified certain amounts related to our prior period results to conform to our current period presentation.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel products and services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel products, including merchant and agency hotel, is recognized when the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks or longer. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we aggressively market during the busy booking period

6

Table of Contents
Notes to Consolidated Financial Statements – (Continued)
 


for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The continued growth of our international operations, advertising business or a change in our product mix, including the assimilation and growth of HomeAway, may influence the typical trend of the seasonality in the future, and there may also be business or market driven dynamics that result in short-term impacts to revenue or profitability that differ from the typical seasonal trends. We expect that as HomeAway continues its shift to more of a transaction-based business model for vacation rental listings its seasonal trends may be somewhat more pronounced than our other traditional leisure businesses.
Note 2 – Summary of Significant Accounting Policies
Recent Accounting Policies Not Yet Adopted
Revenue from Contracts with Customers. In May 2014, the Financial Accounting Standard's Board ("FASB") issued an Accounting Standards Update ("ASU") amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued an ASU deferring the effective date of the revenue standard so it would be effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption prohibited before December 15, 2016. In addition, the FASB has also issued several amendments to the standard which clarify certain aspects of the guidance, including principal versus agent considerations and identifying performance obligations.
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective). We will adopt this new guidance in the first quarter of 2018 and apply the modified retrospective method.
We have determined the new guidance will not change our previous conclusions on net presentation. We have also determined that the standard will impact our loyalty program accounting as we will no longer be permitted to use the incremental cost method when recording the financial impact of rewards earned in conjunction with our traveler loyalty programs. Instead, we will be required to re-value our liability using a relative fair value approach. Additionally, due to the new definition of variable consideration, we will be required to estimate and record certain variable payments earlier than currently recorded. Both modifications will result in cumulative-effect adjustments to opening retained earnings, with an insignificant change to revenue on a go-forward basis. The new guidance will likely also result in insignificant changes in the timing and classification of certain other revenue streams.
As we complete our overall assessment, we will identify and implement changes to our accounting policies and practices, business processes, and controls to support the new revenue recognition standard and disclosure requirements.
Recognition and Measurement of Financial Instruments. In January 2016, the FASB issued new guidance related to accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The most significant impact for the Company is with respect to the requirement that equity investments with readily determinable fair values, such as our investment in Despegar.com, Corp ("Despegar"), must be carried at fair value with changes in fair value recorded through net income. Today, such investment is designated as available for sale and is recorded at fair value with changes in fair value recorded through other comprehensive income. Upon adoption in the first quarter of 2018, we will record a cumulative-effect adjustment to the consolidated balance sheet as of the beginning of the annual period of adoption related to unrealized gains/losses, net of tax, previously classified within other comprehensive income and will begin recording fair value changes within other, net on our consolidated statements of operations. Fair value changes could vary significantly period to period. In addition, we intend to elect to measure minority equity investments that do not have a readily determinable fair value at cost less impairment, adjusted by observable price changes as permitted by the new guidance with changes recorded within other, net on our consolidated statements of operations.
Definition of a Business. In January 2017, the FASB issued new guidance clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted for transactions that occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. The standard must be applied prospectively. Upon adoption, the standard will impact how we assess acquisitions (or disposals) of assets or businesses.
Statement of Cash Flows. In August and November 2016, the FASB issued new guidance related to the statement of cash flows which clarifies how companies present and classify certain cash receipts and cash payments as well as amends current

7

Table of Contents
Notes to Consolidated Financial Statements – (Continued)
 


guidance to address the classification and presentation of changes in restricted cash in the statement of cash flows. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. We plan to adopt this new guidance on January 1, 2018 retrospectively and currently anticipate the most significant impact will be to include in our cash and cash-equivalent balances in the consolidated statement of cash flow those amounts that are deemed to be restricted cash and restricted cash equivalents.
Intra-entity Transfers of Assets Other Than Inventory. In October 2016, the FASB issued new guidance amending the accounting for income taxes associated with intra-entity transfers of assets other than inventory. This accounting update, which is part of the FASB's simplification initiative, is intended to reduce diversity in practice and the complexity of tax accounting, particularly for those transfers involving intellectual property. This new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Leases. In February 2016, the FASB issued new guidance related to accounting and reporting guidelines for leasing arrangements. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted and should be applied using a modified retrospective approach. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Hedge Accounting. In August 2017, the FASB amended the existing accounting guidance for hedge accounting. The amendments require expanded hedge accounting for both non-financial and financial risk components and refine the measurement of hedge results to better reflect an entity's hedging strategies. The new guidance also amends the presentation and disclosure requirements and changes how entities assess hedge effectiveness. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. The new guidance must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Simplifying the Goodwill Impairment Test. In January 2017, the FASB issued new guidance simplifying subsequent goodwill measurement by eliminating Step 2 from the goodwill impairment test. Under this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The new standard is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019 with early adoption permitted for annual goodwill impairment tests performed after January 1, 2017. The standard must be applied prospectively. Upon adoption, the standard will impact how we assess goodwill for impairment. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Note 3 – Acquisitions and Other Investments
During the nine months ended September 30, 2017, we completed several business combinations, one of which we made an initial investment in during 2015. The following summarizes the preliminary aggregate purchase price allocation for these acquisitions, in thousands:

8

Table of Contents
Notes to Consolidated Financial Statements – (Continued)
 


Goodwill
 
$
126,388

Intangibles with definite lives (1)
 
75,894

Net assets and non-controlling interests acquired (2)
 
11,887

Deferred tax liabilities
 
(20,814
)
     Total (3)
 
$
193,355

(1)
Acquired intangible assets with definite lives have a weighted average useful life of 3.8 years.
(2)
Includes cash acquired of $5 million.
(3)
The total purchase price includes noncash consideration of $10 million related to the removal of a cost method investment upon our acquisition of a controlling interest as well as $8 million related to replacement stock awards attributable to pre-acquisition service, with the remainder paid in cash during the period.
The redeemable non-controlling interest in one of our acquisitions is redeemable at an amount other than fair value requiring that each period we adjust the non-controlling interest to redemption value through earnings. In addition, another of our acquisitions made during the period includes redeemable non-controlling interests, which are redeemable at fair value requiring that each period we adjust the changes in the fair value of the non-controlling interest through retained earnings (or additional paid-in capital if there is no retained earnings). Fair value determinations are based on various valuation techniques, including market comparables and discounted cash flow projections.
Of the goodwill recorded for the business combinations, $12 million is expected to be deductible for tax purposes with the remainder not expected to be deductible. The purchase price allocations were based on preliminary valuations of the assets acquired and liabilities assumed and are subject to revision. The results of operations were immaterial from the transaction close dates through September 30, 2017. Pro forma results have not been presented as such pro forma financial information would not be materially different from historical results.
Other Investments. On July 27, 2017, we announced that Expedia and Traveloka Holding Limited ("Traveloka"), a Southeast Asian online travel company, have expanded our partnership to include deeper cooperation on hotel supply and that we made a $350 million investment in Traveloka, the majority of which is accounted for as a cost method investment and included within long-term investment and other assets on the consolidated balance sheet with a small portion allocated to intangible assets.
Note 4 – Fair Value Measurements
Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 are classified using the fair value hierarchy in the table below:
 
Total
 
Level 1
 
Level 2
 
(In thousands)
Assets
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market funds
$
49,734

 
$
49,734

 
$

Time deposits
732,907

 

 
732,907

Restricted cash:
 
 
 
 
 
Time deposits
2,362

 

 
2,362

Investments:
 
 
 
 
 
Time deposits
504,070

 

 
504,070

Corporate debt securities
42,178

 

 
42,178

Marketable equity securities
306,900

 
306,900

 

Total assets
$
1,638,151

 
$
356,634

 
$
1,281,517

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Derivatives:
 
 
 
 
 
Foreign currency forward contracts
$
7,457

 
$

 
$
7,457


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Notes to Consolidated Financial Statements – (Continued)
 


Financial assets measured at fair value on a recurring basis as of December 31, 2016 are classified using the fair value hierarchy in the table below:
 
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

We classify our cash equivalents and investments within Level 1 and Level 2 as we value our cash equivalents and investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Valuation of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, a Level 2 input.
As of September 30, 2017 and December 31, 2016, our cash and cash equivalents consisted primarily of prime institutional money market funds with maturities of three months or less, time deposits as well as bank account balances.
We invest in investment grade corporate debt securities, all of which are classified as available for sale. As of September 30, 2017, we had $37 million of short-term and $6 million of long-term available for sale investments and the amortized cost basis of the investments approximated their fair value with gross unrealized gains and gross unrealized losses both of less than $1 million. As of December 31, 2016, we had $48 million of short-term and $16 million of long-term available for sale investments and the amortized cost basis of the investments approximated their fair value with both gross unrealized gains and gross unrealized losses of less than $1 million.
On September 20, 2017, Despegar completed its initial public offering and, therefore we designated our previous cost method investment in Despegar as available for sale. As of September 30, 2017, the cost basis was $273 million and related gross unrealized gain was $34 million.
We also hold time deposit investments with financial institutions. Time deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments. Additionally, we have time deposits classified as restricted cash for certain traveler deposits.
Derivative instruments are carried at fair value on our consolidated balance sheets. We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. Our foreign currency forward contracts are typically short-term and, as they do not qualify for hedge accounting treatment, we classify the changes in their fair value in other, net. As of September 30, 2017, we were party to outstanding forward contracts hedging our liability and revenue exposures with a total net notional value of $2.6 billion. We had a net forward liability of $7 million and $4 million recorded in accrued expenses and other current liabilities as of September 30, 2017 and December 31, 2016. We recorded $(11) million and $4 million in net gains (losses) from foreign currency forward contracts during the three months ended September 30, 2017 and 2016 as well as $(2) million and $(44) million in net gains (losses) during the nine months ended September 30, 2017 and 2016.
Assets Measured at Fair Value on a Non-recurring Basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity and cost method investments, are adjusted to fair value only when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs.
Cost Method Investments. As of September 30, 2017 and December 31, 2016, the carrying values of our investments accounted for under the cost method totaled $372 million and $323 million. We periodically evaluate the recoverability of each investment and record a write-down to fair value if a decline in value is determined to be other-than-temporary. During the nine

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Notes to Consolidated Financial Statements – (Continued)
 


months ended September 30, 2017, we recorded $14 million in net losses related to cost method investments, which included $6 million in other-than-temporary impairments during the first six months of 2017 as well as a loss recognized on the liquidation of an investment of $9 million during the third quarter of 2017. During the nine months ended September 30, 2016, we recorded an $11 million other-than-temporary impairment related to a cost method investment.
Note 5 – Debt
The following table sets forth our outstanding debt:
 
September 30,
2017
 
December 31,
2016
 
(In thousands)
7.456% senior notes due 2018
$
500,000

 
$
500,000

5.95% senior notes due 2020
747,626

 
747,020

2.5% (€650 million) senior notes due 2022
762,264

 
677,503

4.5% senior notes due 2024
494,987

 
494,472

5.0% senior notes due 2026
741,073

 
740,341

3.8% senior notes due 2028
989,786

 

Total debt(1)
4,235,736

 
3,159,336

Current maturities of long-term debt
(500,000
)
 

Long-term debt, excluding current maturities
$
3,735,736

 
$
3,159,336

 
(1)
Net of applicable discounts and debt issuance costs.
Long-term Debt
Our $500 million in registered senior unsecured notes outstanding at September 30, 2017 are due in August 2018 and bear interest at 7.456% (the “7.456% Notes”). Interest is payable semi-annually in February and August of each year. At any time Expedia may redeem the 7.456% Notes at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium, in whole or in part.
Our $750 million in registered senior unsecured notes outstanding at September 30, 2017 are due in August 2020 and bear interest at 5.95% (the “5.95% Notes”). The 5.95% Notes were issued at 99.893% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 5.95% Notes at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium, in whole or in part.
Our Euro 650 million in registered senior unsecured notes outstanding at September 30, 2017 are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The 2.5% Notes were issued at 99.525% of par resulting in a discount, which is being amortized over their life. Interest is payable annually in arrears in June of each year. We may redeem the 2.5% Notes at our option, at whole or in part, at any time or from time to time. If we elect to redeem the 2.5% Notes prior to March 3, 2022, we may redeem them at a specified “make-whole” premium. If we elect to redeem the 2.5% Notes on or after March 3, 2022, we may redeem them at a redemption price of 100% of the principal plus accrued and unpaid interest. Subject to certain limited exceptions, all payments of interest and principal for the 2.5% Notes will be made in Euros.
The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated other comprehensive income (loss) (“OCI”). The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.
Our $500 million in registered senior unsecured notes outstanding at September 30, 2017 are due in August 2024 and bear interest at 4.5% (the “4.5% Notes”). The 4.5% Notes were issued at 99.444% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 4.5% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 4.5% Notes prior to May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 4.5% Notes on or after May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest.

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Notes to Consolidated Financial Statements – (Continued)
 


Our $750 million in registered senior unsecured notes outstanding at September 30, 2017 are due in February 2026 and bear interest at 5.0% (the “5.0% Notes”). The 5.0% Notes were issued at 99.535% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year. We may redeem the 5.0% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 5.0% Notes prior to November 12, 2025, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 5.0% Notes on or after November 12, 2025, we may redeem them at a redemption price of 100% of the principal plus accrued interest.
In September 2017, we privately placed $1 billion of senior unsecured notes that are due in February 2028 and bear interest at 3.8% (the "3.8% Notes"). The 3.8% Notes were issued at 99.747% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year, beginning February 15, 2018. We may redeem the 3.8% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 3.8% Notes prior to November 15, 2027, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 3.8% Notes on or after November 15, 2027, we may redeem them at a redemption price of 100% of the principal plus accrued interest. We also entered into a registration rights agreement with respect to the 3.8% Notes, under which we agreed to use commercially reasonable best efforts to file a registration statement to permit the exchange of the 3.8% Notes for registered notes having the same financial terms and covenants as the 3.8% Notes, and cause such registration statement to become effective and complete the related exchange offer within 365 days of the issuance of the 3.8% Notes. If we fail to satisfy certain of its obligations under the registration rights agreement, we will be required to pay additional interest of 0.25% per annum to the holders of the 3.8% Notes until such registrations right default is cured.
The 7.456%, 5.95%, 4.5%, 2.5%, 5.0% and 3.8% Notes (collectively the “Notes”) are senior unsecured obligations issued by Expedia and guaranteed by certain domestic Expedia subsidiaries. The Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia and the guarantor subsidiaries. For further information, see Note 12 – Guarantor and Non-Guarantor Supplemental Financial Information. In addition, the Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. Accrued interest related to the Notes was $25 million and $63 million as of September 30, 2017 and December 31, 2016. The 5.95%, 4.5%, 2.5%, 5.0% and 3.8% Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest.
The following table sets forth the approximate fair value of our outstanding debt, which is based on quoted market prices in less active markets (Level 2 inputs):
 
September 30,
2017
 
December 31,
2016
 
(In thousands)
7.456% senior notes due 2018
$
524,000

 
$
541,000

5.95% senior notes due 2020
822,000

 
823,000

2.5% (€650 million) senior notes due 2022 (1)
820,000

 
718,000

4.5% senior notes due 2024
531,000

 
511,000

5.0% senior notes due 2026
819,000

 
782,000

3.8% senior notes due 2028
992,000

 

 
(1)
Approximately 694 million Euro as of September 30, 2017 and 682 million Euro as of December 31, 2016.
Credit Facility
Expedia, Inc. maintains a $1.5 billion unsecured revolving credit facility with a group of lenders, which is unconditionally guaranteed by certain domestic Expedia subsidiaries that are the same as under the Notes and expires in February 2021. As of September 30, 2017 and December 31, 2016, we had no revolving credit facility borrowings outstanding. The facility bears interest based on the Company’s credit ratings, with drawn amounts bearing interest at LIBOR plus 137.5 basis points and the commitment fee on undrawn amounts at 17.5 basis points as of September 30, 2017. The facility contains covenants including maximum leverage and minimum interest coverage ratios.
The amount of stand-by letters of credit (“LOC”) issued under the facility reduces the credit amount available. As September 30, 2017 and December 31, 2016, there were $16 million and $19 million of outstanding stand-by LOCs issued under the facility.

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Notes to Consolidated Financial Statements – (Continued)
 


In addition, one of our international subsidiaries maintains a Euro 50 million uncommitted credit facility, which is guaranteed by Expedia, Inc., that may be terminated at any time by the lender. As of September 30, 2017 and December 31, 2016, there were no borrowings outstanding.
Note 6 – Stockholders’ Equity
Dividends on our Common Stock
The Executive Committee, acting on behalf of the Board of Directors, declared the following dividends during the periods presented:
Declaration Date
Dividend
Per Share
 
Record Date
 
Total Amount
(in thousands)
 
Payment Date
Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
February 7, 2017
$
0.28

 
March 9, 2017
 
$
42,247

 
March 30, 2017
April 26, 2017
0.28

 
May 25, 2017
 
42,438

 
June 15, 2017
July 26, 2017
0.30

 
August 24, 2017
 
45,578

 
September 14, 2017
Nine Months Ended September 30, 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
In addition, in October 2017, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.30 per share of outstanding common stock payable on December 7, 2017 to stockholders of record as of the close of business on November 16, 2017. Future declarations of dividends are subject to final determination by our Board of Directors.
Share Repurchases
In February 2015, the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 10 million shares of our common stock. There is no fixed termination date for the repurchases. During the nine months ended September 30, 2017, we repurchased, through open market transactions, 1.0 million shares under this authorization for the total cost of $139 million, excluding transaction costs, representing an average repurchase price of $135.49 per share. As of September 30, 2017, 6.2 million shares remain authorized for repurchase under the 2015 authorization.
Stock-based Awards
Stock-based compensation expense relates primarily to expense for stock options and restricted stock units (“RSUs”). As of September 30, 2017, we had stock-based awards outstanding representing approximately 19 million shares of our common stock, consisting of options to purchase approximately 16 million shares of our common stock with a weighted average exercise price of $93.89 and weighted average remaining life of 4.6 years and approximately 2 million RSUs.
During the third quarter of 2017, as a result of the recent departure of our former CEO and the related forfeiture of certain of his stock-based awards, we reversed $41 million of previously recognized stock-based compensation within general and administrative expense. For the three months ended September 30, 2017, we recognized $6 million of total stock-based compensation expense, compared to $48 million for the same period in 2016.
Accumulated Other Comprehensive Income (Loss)
The balance for each class of accumulated other comprehensive loss as of September 30, 2017 and December 31, 2016 is as follows:
 
September 30,
2017
 
December 31,
2016
 
(In thousands)
Foreign currency translation adjustments, net of tax(1)
$
(144,653
)
 
$
(280,426
)
Net unrealized gain on available for sale securities, net of tax(2)
20,680

 
27

Accumulated other comprehensive loss
$
(123,973
)
 
$
(280,399
)
 

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Notes to Consolidated Financial Statements – (Continued)
 


(1)
Foreign currency translation adjustments, net of tax, include foreign currency transaction losses at September 30, 2017 of $37 million ($59 million before tax) and gains 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 5 – 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.
(2)
The net unrealized gain on available for sale securities before tax at September 30, 2017 was $34 million.
Note 7 – Earnings Per Share
The following table presents our basic and diluted earnings per share:
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands, except per share data)
Net income attributable to Expedia, Inc.
$
352,238

 
$
279,331

 
$
322,805

 
$
202,391

Earnings per share attributable to Expedia, Inc. available to common stockholders:
 
 
 
 
 
 
 
Basic
$
2.32

 
$
1.86

 
$
2.13

 
$
1.35

Diluted
2.23

 
1.81

 
2.06

 
1.31

Weighted average number of shares outstanding:
 
 
 
 
 
 
 
Basic
152,088

 
150,239

 
151,406

 
150,281

Dilutive effect of:
 
 
 
 
 
 
 
Options to purchase common stock
5,009

 
3,745

 
4,564

 
3,815

Other dilutive securities
663

 
252

 
550

 
236

Diluted
157,760

 
154,236

 
156,520

 
154,332

Basic earnings per share is calculated using our weighted-average outstanding common shares. The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.
Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards from the diluted loss per share calculation as their inclusion would have an antidilutive effect. For the three and nine months ended September 30, 2017, approximately 1 million of outstanding stock awards were excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive. For the three and nine months ended September 30, 2016, approximately 9 million of outstanding stock awards have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive.
Note 8 – Restructuring and Related Reorganization Charges
In connection with activities to centralize and optimize certain operations as well as migrate technology platforms in the prior year, primarily related to previously disclosed acquisitions, we recognized $16 million and $46 million in restructuring and related reorganization charges during the nine months ended September 30, 2017 and 2016. Based on current plans, which are subject to change, we expect to incur less than $5 million during the remainder of 2017 related to these integrations and estimates do not include any possible future acquisition integrations. Accrued restructure liabilities were $15 million and $18 million as of September 30, 2017 and December 31, 2016.
Note 9 – Income Taxes
We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual tax rate in the interim period in which the change occurs, including discrete tax items.

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Notes to Consolidated Financial Statements – (Continued)
 


For the nine months ended September 30, 2017, we recorded a 6.6% tax rate expense on pre-tax income, which was driven by discrete income tax items, specifically the recognition of excess tax benefits related to share-based payments. The effective tax rate for the nine months ended September 30, 2016 was a 9.2% tax rate benefit measured against a pre-tax income, and was due to discrete income tax items including release of a valuation allowance for net operating losses in the first quarter of 2016, as well as recognition of excess tax benefits related to share-based payments resulting from the adoption of new accounting guidance for share-based payments as of January 1, 2016. 
In addition to the above, our effective tax rate for all periods was lower than the 35% federal statutory rate due to earnings in foreign jurisdictions outside of the United States, predominately Switzerland, where our statutory income tax rate is lower as well as excess tax benefits.
We are subject to taxation in the United States and various other state and foreign jurisdictions. We are under examination by the Internal Revenue Service ("IRS") for our 2009 through 2013 tax years. Our 2014 and subsequent years remain open to examination by the IRS. We do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years. During first quarter of 2017, the IRS issued proposed adjustments related to transfer pricing with our foreign subsidiaries for our 2009 to 2010 audit cycle. The proposed adjustments would increase our U.S. taxable income by $105 million, which would result in federal tax expense of approximately $37 million, subject to interest. We do not agree with the position of the IRS and are formally protesting the IRS position.
Note 10 – Commitments and Contingencies
Legal Proceedings
In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.
Litigation Relating to Occupancy Taxes. Ninety-six lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes. Seventeen are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, forty-one of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Twenty-seven dismissals were based on a finding that we and the other defendants were not subject to the local hotel occupancy tax ordinance or that the local government lacked standing to pursue their claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $40 million and $71 million as of September 30, 2017 and December 31, 2016. Our settlement reserve is based on our best estimate of probable losses and the ultimate resolution of these contingencies may be greater or less than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount reserved cannot be made. Changes to the settlement reserve are included within legal reserves, occupancy tax and other in the consolidated statements of operations.
In addition, we have been audited by the state of Colorado. The state has issued assessments for claimed tax, interest and penalty in the approximate amount of $23 million for the periods December 1, 1999 through December 31, 2011. We do not agree with these assessments and have filed protests.
Pay-to-Play. Certain jurisdictions may assert that we are required to pay any assessed taxes prior to being allowed to contest or litigate the applicability of the ordinances. This prepayment of contested taxes is referred to as “pay-to-play.” Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously. If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts and also may be required to pay interest.
Hawaii (General Excise Tax). During 2013, the Expedia companies were required to “pay-to-play” and paid a total of $171 million in advance of litigation relating to general excise taxes for merchant model hotel reservations in the State of Hawaii. In September 2015, following a ruling by the Hawaii Supreme Court, the State of Hawaii refunded the Expedia companies $132 million of the original “pay-to-play” amount. Orbitz also received a similar refund of $22 million from the

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Notes to Consolidated Financial Statements – (Continued)
 


State of Hawaii in September 2015. The amount paid, net of refunds, by the Expedia companies and Orbitz to the State of Hawaii in satisfaction of past general excise taxes on their services for merchant model hotel reservations was $44 million. The parties reached a settlement relating to Orbitz merchant model hotel tax liabilities, and on October 5, 2016, the Expedia companies paid the State of Hawaii for the tax years 2012 through 2015. The Expedia companies, including Orbitz, have now resolved all assessments by the State of Hawaii for merchant model hotel taxes through 2015.
The Department of Taxation also issued final assessments for general excise taxes against the Expedia companies, including Orbitz, dated December 23, 2015 for the time period 2000 to 2014 for hotel and car rental revenue for “agency model” transactions. Those assessments are currently under review in the Hawaii tax courts. The Hawaii tax court has scheduled trial on the agency hotel and car rental matters for February 9, 2019.
Final assessments by the Hawaii Department of Taxation for general exercise taxes against the Expedia companies, including Orbitz, relating to merchant car rental transactions during the years 2000 to 2014 are also currently under review in the Hawaii tax courts. With respect to merchant model car rental transactions at issue for the tax years 2000 through 2013, the Hawaii tax court held on August 5, 2016 that general excise tax is due on the online travel companies’ services to facilitate car rentals. The court further ruled that for merchant model car rentals in Hawaii, the online travel companies are required to pay general excise tax on the total amount paid by consumers, with no credit for tax amounts already remitted by car rental companies to the State of Hawaii for tax years 2000 through 2013, thus resulting in a double tax on the amount paid by consumers to car rental companies for the rental of the vehicle. The court, however, ruled that when car rentals are paid for as part of a vacation package, tax is only due once on the amount paid by consumers to the car rental company for the rental of the vehicle. In addition, the court ruled that the online travel companies are required to pay interest and certain penalties on the amounts due. On April 25, 2017, the court entered a stipulated order and final judgment. On May 15, 2017, the Expedia companies paid under protest the full amount claimed due, or approximately $16.7 million, as a condition of appeal. The parties filed notices of cross-appeal from the order. The appeals have been transferred to the Hawaii Supreme Court and remain pending. The Hawaii tax court’s decision did not resolve merchant car rental transactions for the tax year 2014, which also remain under review.
San Francisco (Occupancy Tax). During 2009, Expedia companies were required to “pay-to-play” and paid $48 million in advance of litigation relating to occupancy tax proceedings with the city of San Francisco and, in May 2014, the Expedia companies paid an additional $25.5 million under protest in order to contest additional assessments for later time periods. In addition, Orbitz in total has paid $4.6 million to the city of San Francisco to contest similar assessments issued against it by the city. On August 6, 2014, the California Court of Appeals stayed this case pending review and decision by the California Supreme Court of the City of San Diego, California Litigation. The California Court of Appeals has lifted the stay for this case and the appeal is proceeding.
Other Jurisdictions. We are also in various stages of inquiry or audit with domestic and foreign tax authorities, some of which, including in the United Kingdom regarding the application of value added tax (“VAT”) to our European Union related transactions as discussed below, impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.
The ultimate resolution of these contingencies may be greater or less than the pay-to-play payments made and our estimates of additional assessments mentioned above.
Matters Relating to International VAT. We are in various stages of inquiry or audit in multiple European Union jurisdictions, including in the United Kingdom, regarding the application of VAT to our European Union related transactions. While we believe we comply with applicable VAT laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes. In certain jurisdictions, including the United Kingdom, we may be required to “pay-to-play” any VAT assessment prior to contesting its validity. While we believe that we will be successful based on the merits of our positions with regard to the United Kingdom and other VAT audits in pay-to-play jurisdictions, it is nevertheless reasonably possible that we could be required to pay any assessed amounts in order to contest or litigate the applicability of any assessments and an estimate for a reasonably possible amount of any such payments cannot be made.
Matters Relating to Competition Reviews and Legislation Relating to Parity Clauses. Over the last several years, the online travel industry has become the subject of investigations by various national competition authorities ("NCAs"), particularly in Europe. Expedia is or has been involved in investigations predominately related to whether certain parity clauses in contracts between Expedia entities and accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, are anti-competitive.
In Europe, investigations or inquiries into contractual parity provisions between hotels and online travel companies, including Expedia, were initiated in 2012, 2013 and 2014 by NCAs in Austria, Belgium, Czech Republic, Denmark, France, Germany, Greece, Hungary, Ireland, Italy, Poland, Sweden and Switzerland. While the ultimate outcome of some of these investigations or inquiries remains uncertain, and Expedia’s circumstances are distinguishable from other online travel companies subject to similar investigations and inquiries, we note in this context that on April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted formal

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commitments offered by Booking.com to resolve and close the investigations against Booking.com in France, Italy and Sweden by Booking.com removing and/or modifying certain rate, conditions and availability parity provisions in its contracts with accommodation providers in France, Italy and Sweden as of July 1, 2015, among other commitments. Booking.com voluntarily extended the geographic scope of these commitments to accommodation providers throughout Europe as of the same date.
With effect from August 1, 2015, Expedia waived certain rate, conditions and availability parity clauses in its agreements with its European hotel partners for a period of five years. While Expedia maintains that its parity clauses have always been lawful and in compliance with competition law, these waivers were nevertheless implemented as a positive step towards facilitating the closure of the open investigations into such clauses on a harmonized pan-European basis. Following the implementation of Expedia's waivers, nearly all NCAs in Europe have announced either the closure of their investigation or inquiries involving Expedia or a decision not to open an investigation or inquiry involving Expedia. Below are descriptions of additional rate parity-related matters of note in Europe.
The German Federal Cartel Office ("FCO") has required another online travel company, Hotel Reservation Service ("HRS"), to remove certain clauses from its contracts with hotels. HRS’ appeal of this decision was rejected by the Higher Regional Court Düsseldorf on January 9, 2015. On December 23, 2015, the FCO announced that it had also required Booking.com by way of an infringement decision to remove certain clauses from its contracts with German hotels. Booking.com has appealed the decision and the appeal was heard by the Higher Regional Court Düsseldorf on February 8, 2017.
The Italian competition authority's case closure decision against Booking.com and Expedia has subsequently been appealed by two Italian hotel trade associations, i.e., Federalberghi and AICA. These appeals remain at an early stage and no hearing date has been fixed.
On November 6, 2015, the Swiss competition authority announced that it had issued a final decision finding certain parity terms existing in previous versions of agreements between Swiss hotels and each of Expedia, Booking.com and HRS to be prohibited under Swiss law. The decision explicitly notes that Expedia's current contract terms with Swiss hotels are not subject to this prohibition. The Swiss competition authority imposed no fines or other sanctions against Expedia and did not find an abuse of a dominant market position by Expedia. The FCO’s case against Expedia’s contractual parity provisions with accommodation providers in Germany remains open but is still at a preliminary stage with no formal allegations of wrong-doing having been communicated to Expedia to date.
The Directorate General for Competition, Consumer Affairs and Repression of Fraud (the “DGCCRF”), a directorate of the French Ministry of Economy and Finance with authority over unfair trading practices, brought a lawsuit in France against Expedia entities objecting to certain parity clauses in contracts between Expedia entities and French hotels. In May 2015, the French court ruled that certain of the parity provisions in certain contracts that were the subject of the lawsuit were not in compliance with French commercial law, but imposed no fine and no injunction. The DGCCRF appealed the decision and, on June 21, 2017, the Paris Court of Appeal published a judgment overturning the decision. The court annulled parity clauses contained in the agreements at issue, ordered Expedia to amend its contracts, and imposed a fine. Expedia intends to appeal the decision. Any such appeal will not stay payment of the fine.
Hotelverband Deutschland (“IHA”) e.V. (a German hotel association) brought proceedings before the Cologne regional court against Expedia, Inc., Expedia.com GmbH and Expedia Lodging Partner Services Sàrl. IHA applied for a ‘cease and desist’ order against these companies in relation to the enforcement of certain rate and availability parity clauses contained in contracts with hotels in Germany. On or around February 16, 2017, the court dismissed IHA’s action and declared the claimant liable for the Expedia defendants’ statutory costs. IHA has appealed the decision.
A working group of 10 European NCAs (Belgium, Czech Republic, Denmark, France, Hungary, Ireland, Italy, Netherlands, Sweden and the United Kingdom) and the European Commission has been established by the European Competition Network (“ECN”) at the end of 2015 to monitor the functioning of the online hotel booking sector, following amendments made by a number of online travel companies (including Booking.com and Expedia) in relation to certain parity provisions in their contracts with hotels. The working group issued questionnaires to online travel agencies including Expedia, metasearch sites and hotels in 2016. The underlying results of the ECN monitoring exercise were published on April 6, 2017.
Legislative bodies in certain countries have also adopted, or are proposing to adopt, new domestic anti-parity clause legislation. On July 9, 2015, the French National Assembly adopted Article 133 of the Loi Macron ("Article 133") that seeks to define the nature of the relationship between online reservation platforms and French hotels. Article 133 became effective on August 8, 2015. Expedia considers that Article 133 was drafted ambiguously and can be interpreted in a way that violates both EU and French legal principles. Therefore Expedia has submitted a complaint to the European Commission relating to Article 133. However, following the effective date, Expedia has been in contact with its hotel partners in France regarding the impact of Article 133. Legislation banning certain parity provisions in contracts between online travel companies and Austrian accommodation providers became effective on December 31, 2016. Expedia believes this legislation violates both EU and Austrian legal principles and therefore, Expedia has submitted a complaint to the European Commission relating to this

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Notes to Consolidated Financial Statements – (Continued)
 


legislation. Furthermore, legislation banning certain parity provisions in contracts between online travel companies and Italian accommodation providers became effective on August 29, 2017. Expedia believes this legislation violates both EU and Italian legal principles and therefore, Expedia will also challenge this legislation at the European Commission.
A motion requesting the Swiss government to take action on narrow price parity has been adopted in the Swiss parliament. Moreover, in Belgium, the government is also reviewing narrow parity provisions. The Company is unable to predict whether these proposals in their current form or in another form will ultimately be adopted and, if so, when this might be the case. It is not yet clear how any adopted domestic anti-parity clause legislations and/or any possible future legislation in this area may affect Expedia’s business.
Outside of Europe, a number of NCAs have also opened investigations or inquired about contractual parity provisions in contracts between hotels and online travel companies in their respective territories, including Expedia. A Brazilian hotel sector association -- Forum de Operadores Hoteleiros do Brasil -- filed a complaint with the Brazilian Administrative Council for Economic Defence (“CADE”) against a number of online travel companies, including Booking.com, Decolar.com and Expedia, on July 27, 2016 with respect to parity provisions in contracts between hotels and online travel companies. On September 13, 2016, Expedia submitted its response to the complaint to CADE. Expedia recently resolved the concerns of the Australia and New Zealand NCAs based on implementation of the waivers substantially similar to those provided to accommodation providers in Europe on September 1, 2016 in Australia and on October 28, 2016 in New Zealand. The Australian NCA, however, recently indicated that it is reopening its investigation. Expedia is in ongoing discussions with a limited number of NCAs in other countries in relation to its contracts with hotels. Expedia is currently unable to predict the impact the implementation of the waivers both in Europe and elsewhere will have on Expedia's business, on investigations or inquiries by NCAs in other countries, or on industry practice more generally.
The Company is unable to predict how any pending appeals of administrative decisions and the remaining open investigations and inquiries by NCAs will ultimately be resolved, or whether further action in Europe will be taken as a result of the ECN’s working group's assessment and findings. Possible outcomes include requiring Expedia to amend or remove certain parity clauses from its contracts with accommodation providers in those jurisdictions and/or the imposition of fines.
It is not yet clear how any adopted domestic anti-parity clause legislations and/or any possible future legislation in this area may affect Expedia’s business. Competition-related investigations, legislation or issues could also give rise to private litigation. For example, Expedia is involved in private litigation in Germany related to its current contractual parity provisions (see above). We are unable to predict how such litigation will be resolved, or whether it will impact Expedia’s business in Germany.
Note 11 – Segment Information
We have four reportable segments: Core Online Travel Agencies (“Core OTA”), trivago, HomeAway and Egencia. Our Core OTA segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Orbitz, CheapTickets, ebookers, Expedia Affiliate Network, Hotwire.com, Travelocity, Wotif Group, CarRentals.com, Classic Vacations and SilverRail Technologies, Inc. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. Our HomeAway segment operates an online marketplace for the vacation rental industry. Our Egencia segment provides managed travel services to corporate customers worldwide.
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is adjusted EBITDA. Adjusted EBITDA for our Core OTA and Egencia segments includes allocations of certain expenses, primarily cost of revenue and facilities, and our Core OTA segment includes the total costs of our global supply organizations as well as the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant hotel revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change.
Our segment disclosure includes intersegment revenues, which primarily consist of advertising and media services provided by our trivago segment to our Core OTA segment. These intersegment transactions are recorded by each segment at amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below. In addition, when HomeAway properties are booked through our Core OTA websites and vice versa, the segments split the third-party revenue for management and segment reporting purposes with the majority of the third-party revenue residing with the website marketing the property or room.

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Corporate and Eliminations also includes unallocated corporate functions and expenses. In addition, we record amortization of intangible assets and any related impairment, as well as stock-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliation below.
The following tables present our segment information for the three and nine months ended September 30, 2017 and September 30, 2016. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.
 
 
Three months ended September 30, 2017
 
Core OTA
 
trivago
 
HomeAway
 
Egencia
 
Corporate &
Eliminations
 
Total
 
(In thousands)
Third-party revenue
$
2,313,717

 
$
221,143

 
$
304,757

 
$
126,231

 
$

 
$
2,965,848

Intersegment revenue

 
116,439

 

 

 
(116,439
)
 

Revenue
$
2,313,717

 
$
337,582

 
$
304,757

 
$
126,231

 
$
(116,439
)
 
$
2,965,848

Adjusted EBITDA
737,121

 
(8,435
)
 
125,939

 
20,444

 
(165,804
)
 
709,265

Depreciation
(78,339
)
 
(2,168
)
 
(10,707
)
 
(10,968
)
 
(53,962
)
 
(156,144
)
Amortization of intangible assets

 

 

 

 
(71,011
)
 
(71,011
)
Stock-based compensation

 

 

 

 
(6,279
)
 
(6,279
)
Legal reserves, occupancy tax and other

 

 

 

 
1,499

 
1,499

Restructuring and related reorganization charges

 

 

 

 
(3,983
)
 
(3,983
)
Realized (gain) loss on revenue hedges
8,381

 

 

 

 

 
8,381

Operating income (loss)
$
667,163

 
$
(10,603
)
 
$
115,232

 
$
9,476

 
$
(299,540
)
 
481,728

Other expense, net
 
 
 
 
 
 
 
 
 
 
(66,297
)
Income before income taxes
 
 
 
 
 
 
 
 
 
 
415,431

Provision for income taxes
 
 
 
 
 
 
 
 
 
 
(66,078
)
Net income
 
 
 
 
 
 
 
 
 
 
349,353

Net loss attributable to non-controlling interests
 
 
 
 
 
 
 
2,885

Net income attributable to Expedia, Inc.
 
 
 
 
 
 
 
 
 
$
352,238


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Three Months Ended September 30, 2016
 
Core OTA
 
trivago
 
HomeAway
 
Egencia
 
Corporate &
Eliminations
 
Total
 
(In thousands)
Third-party revenue
$
2,083,393

 
$
175,953

 
$
209,797

 
$
111,762

 
$

 
$
2,580,905

Intersegment revenue

 
100,520

 

 

 
(100,520
)
 

Revenue
$
2,083,393

 
$
276,473

 
$
209,797

 
$
111,762

 
$
(100,520
)
 
$
2,580,905

Adjusted EBITDA
$
713,849

 
$
5,725

 
$
77,342

 
$
18,155

 
$
(148,383
)
 
$
666,688

Depreciation
(65,251
)
 
(2,622
)
 
(4,954
)
 
(8,342
)
 
(42,386
)
 
(123,555
)
Amortization of intangible assets

 

 

 

 
(74,939
)
 
(74,939
)
Impairment of intangible assets

 

 

 

 
(2,141
)
 
(2,141
)
Stock-based compensation

 

 

 

 
(48,263
)
 
(48,263
)
Legal reserves, occupancy tax and other

 

 

 

 
(22,332
)
 
(22,332
)
Restructuring and related reorganization charges, excluding stock-based compensation

 

 

 

 
(5,591
)
 
(5,591
)
Realized (gain) loss on revenue hedges
(3,715
)
 

 

 

 

 
(3,715
)
Operating income (loss)
$
644,883

 
$
3,103

 
$
72,388

 
$
9,813

 
$
(344,035
)
 
386,152

Other expense, net
 
 
 
 
 
 
 
 
 
 
(46,597
)
Income before income taxes
 
 
 
 
 
 
 
 
 
 
339,555

Provision for income taxes
 
 
 
 
 
 
 
 
 
 
(60,627
)
Net income
 
 
 
 
 
 
 
 
 
 
278,928

Net loss attributable to non-controlling interests
 
 
 
 
 
 
 
403

Net income attributable to Expedia, Inc.
 
 
 
 
 
 
 
 
 
$
279,331



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Nine months ended September 30, 2017
 
Core OTA
 
trivago
 
HomeAway
 
Egencia
 
Corporate &
Eliminations
 
Total
 
(In thousands)
Third-party revenue
$
6,022,651

 
$
620,545

 
$
713,833

 
$
383,607

 
$

 
$
7,740,636

Intersegment revenue

 
330,905

 

 

 
(330,905
)
 

Revenue
$
6,022,651

 
$
951,450

 
$
713,833

 
$
383,607

 
$
(330,905
)
 
$
7,740,636

Adjusted EBITDA
$
1,531,355

 
$
13,854

 
$
171,105

 
$
75,122

 
$
(481,401
)
 
$
1,310,035

Depreciation
(225,391
)
 
(5,969
)
 
(27,212
)
 
(30,477
)
 
(159,695
)
 
(448,744
)
Amortization of intangible assets

 

 

 

 
(203,966
)
 
(203,966
)
Stock-based compensation

 

 

 

 
(103,592
)
 
(103,592
)
Legal reserves, occupancy tax and other

 

 

 

 
(22,956
)
 
(22,956
)
Restructuring and related reorganization charges

 

 

 

 
(15,590
)
 
(15,590
)
Realized (gain) loss on revenue hedges
(3,524
)
 

 

 

 

 
(3,524
)
Operating income (loss)
$
1,302,440

 
$
7,885

 
$
143,893

 
$
44,645

 
$
(987,200
)
 
511,663

Other expense, net
 
 
 
 
 
 
 
 
 
 
(170,805
)
Income before income taxes
 
 
 
 
 
 
 
 
 
340,858

Provision for income taxes
 
 
 
 
 
 
 
 
 
 
(22,374
)
Net income
 
 
 
 
 
 
 
 
 
 
318,484

Net loss attributable to non-controlling interests
 
 
 
 
 
 
 
4,321

Net income attributable to Expedia, Inc.
 
 
 
 
 
 
 
$
322,805

 
Nine months ended September 30, 2016
 
Core OTA
 
trivago
 
HomeAway
 
Egencia
 
Corporate &
Eliminations
 
Total
 
(In thousands)
Third-party revenue
$
5,388,178

 
$
422,852

 
$
523,588

 
$
346,117

 
$

 
$
6,680,735

Intersegment revenue

 
230,314

 

 

 
(230,314
)
 

Revenue
$
5,388,178

 
$
653,166

 
$
523,588

 
$
346,117

 
$
(230,314
)
 
$
6,680,735

Adjusted EBITDA
$
1,434,424

 
$
20,466

 
$
132,926

 
$
59,986

 
$
(473,665
)
 
$
1,174,137

Depreciation
(186,308
)
 
(5,593
)
 
(12,721
)
 
(23,267
)
 
(116,944
)
 
(344,833
)
Amortization of intangible assets

 

 

 

 
(249,119
)
 
(249,119
)
Impairment of intangible assets

 

 

 

 
(2,141
)
 
(2,141
)
Stock-based compensation

 

 

 

 
(197,602
)
 
(197,602
)
Legal reserves, occupancy tax and other

 

 

 

 
(28,650
)
 
(28,650
)
Restructuring and related reorganization charges, excluding stock-based compensation

 

 

 

 
(33,584
)
 
(33,584
)
Realized (gain) loss on revenue hedges
(3,692
)
 

 

 

 

 
(3,692
)
Operating income (loss)
$
1,244,424

 
$
14,873

 
$
120,205

 
$
36,719

 
$
(1,101,705
)
 
314,516

Other expense, net
 
 
 
 
 
 
 
 
 
 
(153,042
)
Income before income taxes
 
 
 
 
 
 
 
 
 
 
161,474

Provision for income taxes
 
 
 
 
 
 
 
 
 
 
14,929

Net income
 
 
 
 
 
 
 
 
 
 
176,403

Net loss attributable to non-controlling interests
 
 
 
 
 
 
 
25,988

Net income attributable to Expedia, Inc.
 
 
 
 
 
 
 
 
 
$
202,391


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Note 12 – Guarantor and Non-Guarantor Supplemental Financial Information
Condensed consolidating financial information of Expedia, Inc. (the “Parent”), our subsidiaries that are guarantors of our debt facility and instruments (the “Guarantor Subsidiaries”), and our subsidiaries that are not guarantors of our debt facility and instruments (the “Non-Guarantor Subsidiaries”) is shown below. The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, and joint and several with the exception of certain customary automatic subsidiary release provisions. In this financial information, the Parent and Guarantor Subsidiaries account for investments in their wholly-owned subsidiaries using the equity method.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three months ended September 30, 2017
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
(In thousands)
Revenue
$

 
$
2,227,363

 
$
856,241

 
$
(117,756
)
 
$
2,965,848

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue

 
347,447

 
115,751

 
(4,639
)
 
458,559

Selling and marketing

 
1,012,045

 
561,794

 
(113,132
)
 
1,460,707

Technology and content

 
250,460

 
99,601

 

 
350,061

General and administrative

 
72,498

 
68,785

 
15

 
141,298

Amortization of intangible assets

 
45,009

 
26,002

 

 
71,011

Legal reserves, occupancy tax and other

 
(1,499
)
 

 

 
(1,499
)
Restructuring and related reorganization charges

 
1,266

 
2,717

 

 
3,983

Intercompany (income) expense, net

 
204,903

 
(204,903
)
 

 

Operating income

 
295,234

 
186,494

 

 
481,728

Other income (expense):
 
 
 
 
 
 
 
 
 
Equity in pre-tax earnings of consolidated subsidiaries
379,632

 
162,089

 

 
(541,721
)
 

Other, net
(43,448
)
 
(32,138
)
 
9,289

 

 
(66,297
)
Total other income (expense), net
336,184

 
129,951

 
9,289

 
(541,721
)
 
(66,297
)
Income before income taxes
336,184

 
425,185

 
195,783

 
(541,721
)
 
415,431

Provision for income taxes
16,054

 
(42,975
)
 
(39,157
)
 

 
(66,078
)
Net income
352,238

 
382,210

 
156,626

 
(541,721
)
 
349,353

Net loss attributable to non-controlling interests

 

 
2,885

 

 
2,885

Net income attributable to Expedia, Inc.
$
352,238

 
$
382,210

 
$
159,511

 
$
(541,721
)
 
$
352,238

Comprehensive income attributable to Expedia, Inc.
$
416,605

 
$
461,760

 
$
261,118

 
$
(722,878
)
 
$
416,605


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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three months ended September 30, 2016
 
 
Parent
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
 
(In thousands)
Revenue
$

 
$
1,989,806

 
$
696,558

 
$
(105,459
)
 
$
2,580,905

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue

 
333,872

 
86,609

 
(3,574
)
 
416,907

Selling and marketing

 
848,930

 
457,559

 
(101,968
)
 
1,204,521

Technology and content

 
220,809

 
80,567

 
70

 
301,446

General and administrative

 
117,924

 
47,892

 
13

 
165,829

Amortization of intangible assets

 
54,169

 
20,770

 

 
74,939

Impairment of intangible assets

 

 
2,141

 

 
2,141

Legal reserves, occupancy tax and other

 
22,332

 

 

 
22,332

Restructuring and related reorganization charges

 
4,358

 
2,280

 

 
6,638

Intercompany (income) expense, net

 
128,787

 
(128,787
)
 

 

Operating income

 
258,625

 
127,527

 

 
386,152

Other income (expense):
 
 
 
 
 
 
 
 
 
Equity in pre-tax earnings of consolidated subsidiaries
305,307

 
115,361

 

 
(420,668
)
 

Other, net
(41,199
)
 
(18,905
)
 
13,507

 

 
(46,597
)
Total other income (loss), net
264,108

 
96,456

 
13,507

 
(420,668
)
 
(46,597
)
Income before income taxes
264,108

 
355,081

 
141,034

 
(420,668
)
 
339,555

Provision for income taxes
15,223

 
(47,643
)
 
(28,207
)
 

 
(60,627
)
Net income
279,331

 
307,438

 
112,827

 
(420,668
)
 
278,928

Net loss attributable to non-controlling interests

 

 
403

 

 
403

Net income attributable to Expedia, Inc.
$
279,331

 
$
307,438

 
$
113,230

 
$
(420,668
)