DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 09, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Priceline Group Inc. | ||
Entity Central Index Key | 1,075,531 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 49,616,595 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 58.6 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,477,265 | $ 3,148,651 |
Restricted cash | 806 | 843 |
Short-term investments | 1,171,246 | 1,142,182 |
Accounts receivable, net of allowance for doubtful accounts of $15,014 and $14,212, respectively | 645,169 | 643,894 |
Prepaid expenses and other current assets | 258,751 | 178,050 |
Total current assets | 3,553,237 | 5,113,620 |
Property and equipment, net | 274,786 | 198,953 |
Intangible assets, net | 2,167,533 | 2,334,761 |
Goodwill | 3,375,000 | 3,326,474 |
Long-term investments | 7,931,363 | 3,755,653 |
Other assets | 118,656 | 41,516 |
Total assets | 17,420,575 | 14,770,977 |
Current liabilities: | ||
Accounts payable | 322,842 | 281,480 |
Accrued expenses and other current liabilities | 681,587 | 599,515 |
Deferred merchant bookings | 434,881 | 460,558 |
Convertible debt | 0 | 37,150 |
Total current liabilities | 1,439,310 | 1,378,703 |
Deferred income taxes | 892,576 | 897,848 |
Other long-term liabilities | 134,777 | 103,533 |
Long-term debt | 6,158,443 | 3,823,870 |
Total liabilities | $ 8,625,106 | $ 6,203,954 |
Commitments and Contingencies (See Note 15) | ||
Convertible debt | $ 0 | $ 329 |
Stockholders' equity: | ||
Common stock, $0.008 par value, authorized 1,000,000,000 shares, 62,039,516 and 61,821,097 shares issued, respectively | 482 | 480 |
Treasury stock, 12,427,945 and 9,888,024, respectively | (5,826,640) | (2,737,585) |
Additional paid-in capital | 5,184,910 | 4,923,196 |
Accumulated earnings | 9,191,865 | 6,640,505 |
Accumulated other comprehensive income (loss) | 244,852 | (259,902) |
Total stockholders' equity | 8,795,469 | 8,566,694 |
Total liabilities and stockholders' equity | $ 17,420,575 | $ 14,770,977 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 15,014 | $ 14,212 |
Common stock, par value (in dollars per share) | $ 0.008 | $ 0.008 |
Common stock, authorized shares (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 62,039,516 | 61,821,097 |
Treasury stock, shares (in shares) | 12,427,945 | 9,888,024 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Agency revenues | $ 6,527,898 | $ 5,845,802 | $ 4,410,689 |
Merchant revenues | 2,082,973 | 2,186,054 | 2,211,474 |
Advertising and other revenues | 613,116 | 410,115 | 171,143 |
Total revenues | 9,223,987 | 8,441,971 | 6,793,306 |
Cost of revenues | 632,180 | 857,841 | 1,077,420 |
Gross profit | 8,591,807 | 7,584,130 | 5,715,886 |
Operating expenses: | |||
Advertising — Online | 2,797,237 | 2,360,221 | 1,798,645 |
Advertising — Offline | 214,685 | 231,309 | 127,459 |
Sales and marketing | 353,221 | 310,910 | 235,817 |
Personnel, including stock-based compensation of $247,395, $186,425 and $140,526, respectively | 1,166,226 | 950,191 | 698,692 |
General and administrative | 415,420 | 352,869 | 252,994 |
Information technology | 113,617 | 97,498 | 71,890 |
Depreciation and amortization | 272,494 | 207,820 | 117,975 |
Total operating expenses | 5,332,900 | 4,510,818 | 3,303,472 |
Operating income | 3,258,907 | 3,073,312 | 2,412,414 |
Other income (expense): | |||
Interest income | 55,729 | 13,933 | 4,167 |
Interest expense | (160,229) | (88,353) | (83,289) |
Foreign currency transactions and other | (26,087) | (9,444) | (36,755) |
Total other income (expense) | (130,587) | (83,864) | (115,877) |
Earnings before income taxes | 3,128,320 | 2,989,448 | 2,296,537 |
Income tax expense | 576,960 | 567,695 | 403,739 |
Net income | 2,551,360 | 2,421,753 | 1,892,798 |
Less: net income attributable to noncontrolling interests | 0 | 0 | 135 |
Net income applicable to common stockholders | $ 2,551,360 | $ 2,421,753 | $ 1,892,663 |
Net income applicable to common stockholders per basic common share | $ 50.09 | $ 46.30 | $ 37.17 |
Weighted average number of basic common shares outstanding | 50,940 | 52,301 | 50,924 |
Net income applicable to common stockholders per diluted common share | $ 49.45 | $ 45.67 | $ 36.11 |
Weighted average number of diluted common shares outstanding | 51,593 | 53,023 | 52,413 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Stock-based compensation | $ 247,395 | $ 186,425 | $ 140,526 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 2,551,360 | $ 2,421,753 | $ 1,892,798 | |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments | [1] | (114,505) | (187,356) | 97,970 |
Unrealized gain (loss) on marketable securities | [2] | 619,259 | (157,275) | 21 |
Comprehensive income | 3,056,114 | 2,077,122 | 1,990,789 | |
Less: Comprehensive loss attributable to redeemable noncontrolling interests | 0 | 0 | (10,279) | |
Comprehensive income attributable to common stockholders | 3,056,114 | 2,077,122 | 2,001,068 | |
Foreign currency translation adjustment for net investment hedges arising during the period, tax (tax benefit) | 60,418 | 55,597 | (55,001) | |
Unrealized gain (loss) on marketable securities arising during period, tax (tax benefit) | $ 1,551 | $ (7,621) | $ (43) | |
[1] | Foreign currency translation adjustments includes a tax of $60,418 and $55,597 for the years ended December 31, 2015 and 2014, respectively, and a tax benefit of $55,001 for the year ended December 31, 2013, associated with net investment hedges (See Note 13). The remaining balance in foreign currency translation adjustments excludes income taxes due to the Company's practice and intention to reinvest the earnings of its foreign subsidiaries in those operations (See Note 14). | |||
[2] | Net of tax of $1,551 for the year ended December 31, 2015 and net of tax benefits of $7,621 and $43 for the years ended December 31, 2014 and 2013, respectively. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Earnings | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2012 | $ 3,896,975 | $ 450 | $ (1,060,607) | $ 2,612,197 | $ 2,368,611 | $ (23,676) |
Balance (in shares) at Dec. 31, 2012 | 58,056 | (8,185) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income applicable to common stockholders | 1,892,663 | 1,892,663 | ||||
Unrealized gain (loss) on marketable securities, net | 21 | 21 | ||||
Foreign currency translation adjustments, net | 108,384 | 108,384 | ||||
Redeemable noncontrolling interests fair value adjustments | (42,522) | (42,522) | ||||
Reclassification adjustment for convertible debt in mezzanine | 46,122 | 46,122 | ||||
Exercise of stock options and vesting of restricted stock units and performance share units | 91,607 | $ 6 | 91,601 | |||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 715 | |||||
Repurchase of common stock | (883,515) | $ (883,515) | ||||
Repurchase of common stock (in shares) | (1,030) | |||||
Stock-based compensation and other stock-based payments | 142,098 | 142,098 | ||||
Conversion of debt | 1,232 | $ 8 | 1,224 | |||
Conversion of debt (in shares) | 972 | |||||
Issuance of senior convertible notes | 93,402 | 93,402 | ||||
Common stock issued in an acquisition | 1,281,134 | $ 12 | 1,281,122 | |||
Common stock issued in an acquisition (in shares) | 1,522 | |||||
Equity assumed in acquisition | 264,423 | 264,423 | ||||
Settlement of conversion spread hedges | 19 | $ (43,085) | 43,104 | |||
Settlement of conversion spread hedges, shares | (42) | |||||
Excess tax benefits on stock-based awards | 17,686 | 17,686 | ||||
Balance at Dec. 31, 2013 | 6,909,729 | $ 476 | $ (1,987,207) | 4,592,979 | 4,218,752 | 84,729 |
Balance (in shares) at Dec. 31, 2013 | 61,265 | (9,257) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income applicable to common stockholders | 2,421,753 | 2,421,753 | ||||
Unrealized gain (loss) on marketable securities, net | (157,275) | (157,275) | ||||
Foreign currency translation adjustments, net | (187,356) | (187,356) | ||||
Reclassification adjustment for convertible debt in mezzanine | 8,204 | 8,204 | ||||
Exercise of stock options and vesting of restricted stock units and performance share units | 16,391 | $ 2 | 16,389 | |||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 256 | |||||
Repurchase of common stock | (750,378) | $ (750,378) | ||||
Repurchase of common stock (in shares) | (631) | |||||
Stock-based compensation and other stock-based payments | 189,292 | 189,292 | ||||
Conversion of debt | (1,656) | $ 2 | (1,658) | |||
Conversion of debt (in shares) | 300 | |||||
Issuance of senior convertible notes | 80,873 | 80,873 | ||||
Equity assumed in acquisition | 13,751 | 13,751 | ||||
Excess tax benefits on stock-based awards | 23,366 | 23,366 | ||||
Balance at Dec. 31, 2014 | 8,566,694 | $ 480 | $ (2,737,585) | 4,923,196 | 6,640,505 | (259,902) |
Balance (in shares) at Dec. 31, 2014 | 61,821 | (9,888) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income applicable to common stockholders | 2,551,360 | 2,551,360 | ||||
Unrealized gain (loss) on marketable securities, net | 619,259 | 619,259 | ||||
Foreign currency translation adjustments, net | (114,505) | (114,505) | ||||
Redeemable noncontrolling interests fair value adjustments | 0 | |||||
Reclassification adjustment for convertible debt in mezzanine | 329 | 329 | ||||
Exercise of stock options and vesting of restricted stock units and performance share units | 20,851 | $ 2 | 20,849 | |||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 219 | |||||
Repurchase of common stock | (3,089,055) | $ (3,089,055) | ||||
Repurchase of common stock (in shares) | (2,540) | |||||
Stock-based compensation and other stock-based payments | 249,133 | 249,133 | ||||
Conversion of debt | (110,105) | (110,105) | ||||
Excess tax benefits on stock-based awards | 101,508 | 101,508 | ||||
Balance at Dec. 31, 2015 | $ 8,795,469 | $ 482 | $ (5,826,640) | $ 5,184,910 | $ 9,191,865 | $ 244,852 |
Balance (in shares) at Dec. 31, 2015 | 62,040 | (12,428) |
CONSOLIDATED STATEMENTS OF CHA8
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |||
Unrealized gain (loss) on marketable securities arising during period, tax expense (benefit) | $ 1,551 | $ (7,621) | $ (43) |
Currency translation adjustment, tax expense (benefit) | $ 60,418 | $ 55,597 | $ (55,001) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | |||
Net income | $ 2,551,360 | $ 2,421,753 | $ 1,892,798 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 101,517 | 78,241 | 48,365 |
Amortization | 170,977 | 129,579 | 69,610 |
Provision for uncollectible accounts, net | 24,324 | 22,990 | 16,451 |
Deferred income tax expense (benefit) | (61,335) | 31,707 | (11,104) |
Stock-based compensation expense and other stock-based payments | 249,133 | 189,292 | 142,098 |
Amortization of debt issuance costs | 7,578 | 5,229 | 7,898 |
Amortization of debt discount | 66,687 | 54,731 | 55,718 |
Loss on early extinguishment of debt | 3 | 6,270 | 26,661 |
Changes in assets and liabilities: | |||
Accounts receivable | (68,694) | (182,209) | (111,572) |
Prepaid expenses and other current assets | (81,611) | (48,932) | (6,909) |
Accounts payable, accrued expenses and other current liabilities | 166,201 | 203,870 | 182,163 |
Other | (23,909) | 1,876 | (10,741) |
Net cash provided by operating activities | 3,102,231 | 2,914,397 | 2,301,436 |
INVESTING ACTIVITIES: | |||
Purchase of investments | 8,669,690 | 10,552,214 | 9,955,800 |
Proceeds from sale of investments | 5,084,238 | 10,902,500 | 8,291,283 |
Additions to property and equipment | (173,915) | (131,504) | (84,445) |
Acquisitions and other equity investments, net of cash acquired | (140,338) | (2,496,366) | (331,918) |
Proceeds from foreign currency contracts | 453,818 | 14,354 | 3,266 |
Payments on foreign currency contracts | (448,640) | (94,661) | (81,870) |
Change in restricted cash | 9 | 9,347 | (2,783) |
Net cash used in investing activities | (3,894,518) | (2,348,544) | (2,162,267) |
FINANCING ACTIVITIES: | |||
Proceeds from revolving credit facility | 225,000 | 995,000 | 0 |
Payments related to revolving credit facility | (225,000) | (995,000) | 0 |
Proceeds from the issuance of long-term debt | 2,399,034 | 2,264,753 | 978,982 |
Payment of debt issuance costs - revolving credit facility | (4,005) | 0 | 0 |
Payments related to conversion of senior notes | (147,629) | (125,136) | (414,569) |
Repurchase of common stock | (3,089,055) | (750,378) | (883,515) |
Payments of contingent consideration | (10,700) | 0 | 0 |
Payments to purchase subsidiary shares from noncontrolling interests | 0 | 0 | (192,530) |
Payments of stock issuance costs | 0 | 0 | (1,191) |
Proceeds from exercise of stock options | 20,851 | 16,389 | 91,607 |
Proceeds from the termination of conversion spread hedges | 0 | 0 | 19 |
Excess tax benefits on stock-based awards | 101,508 | 23,366 | 17,686 |
Net cash (used in) provided by financing activities | (729,996) | 1,428,994 | (403,511) |
Effect of exchange rate changes on cash and cash equivalents | (149,103) | (136,190) | 17,987 |
Net (decrease) increase in cash and cash equivalents | (1,671,386) | 1,858,657 | (246,355) |
Cash and cash equivalents, beginning of period | 3,148,651 | 1,289,994 | 1,536,349 |
Cash and cash equivalents, end of period | 1,477,265 | 3,148,651 | 1,289,994 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid during the period for income taxes | 534,105 | 491,530 | 391,169 |
Cash paid during the period for interest | 54,299 | 16,950 | 20,954 |
Non-cash fair value increase for redeemable noncontrolling interests | 0 | 42,522 | |
Non-cash investing activity for contingent consideration | 9,170 | 10,700 | 0 |
Non-cash financing activity for acquisitions | $ 0 | $ 13,751 | $ 1,546,748 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS DESCRIPTION | BUSINESS DESCRIPTION The Priceline Group Inc. ("The Priceline Group" or the "Company") helps people experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant online reservation and related services. Through its online travel companies ("OTCs"), the Company connects consumers wishing to make travel reservations with providers of travel services around the world. The Company is the leader in the worldwide online accommodation reservation market based on room nights booked. The Company offers consumers a broad array of accommodation reservations (including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other properties) through its Booking.com, priceline.com and agoda.com brands. The Company's priceline.com brand also offers consumers reservations for rental cars, airline tickets, vacation packages and cruises. The Company offers rental car reservations worldwide through rentalcars.com. The Company also allows consumers to easily compare airline ticket, hotel reservation and rental car reservation information from hundreds of travel websites at once through KAYAK. The Company provides restaurants with reservation management services and consumers with the ability to make restaurant reservations at participating restaurants through OpenTable, a leading provider of online restaurant reservations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including KAYAK Software Corporation ("KAYAK") since its acquisition in May 2013 and OpenTable, Inc. ("OpenTable") since its acquisition in July 2014. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, stock-based compensation, the allowance for doubtful accounts, the valuation of goodwill, long-lived assets and intangibles, income taxes, the accrual for loyalty programs, the valuation of redeemable noncontrolling interests and the accrual for travel transaction taxes. Fair Value of Financial Instruments — The Company's financial instruments, including cash, restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments. See Notes 4 , 5 , 10 and 12 for information on fair value for investments, derivatives, the Company's outstanding Senior Notes and redeemable noncontrolling interests. Cash and Cash Equivalents — Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Restricted Cash — Restricted cash at December 31, 2015 and 2014 collateralizes office leases and supplier obligations. Investments — The Company has classified its investments in debt securities and equity securities with readily determinable fair value as available-for-sale securities. These securities are carried at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of " Accumulated other comprehensive income (loss) " within stockholders' equity. The fair value of the investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Investments in debt securities are considered to be impaired when a decline in fair value is judged to be other than temporary because the Company either intends to sell or it is more-likely-than not that it will have to sell the impaired security before recovery. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If the Company does not intend to sell the debt security, but it is probable that the Company will not collect all amounts due, then only the impairment due to the credit risk would be recognized in earnings and the remaining amount of the impairment would be recognized in " Accumulated other comprehensive income (loss) " within stockholders' equity. Marketable securities are presented as current assets on the Company's Consolidated Balance Sheets if they are available to meet short-term working capital needs of the Company. Marketable debt securities not held to meet short-term working capital needs of the Company are classified as short-term or long-term investments on the Company's Consolidated Balance Sheets based on the maturity date of the debt security. See Notes 4 and 5 for further detail of investments. Equity investments without readily determinable fair values, in companies over which the Company does not have the ability to exercise significant influence, are accounted for using the cost method of accounting and classified within "Other assets" in the Consolidated Balance Sheets. Under the cost method, investments are carried at cost and are adjusted to fair value only for other-than-temporary declines in fair value. Property and Equipment — Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease, whichever is shorter. Website and Software Capitalization — Certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to website and mobile app development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of two to five years beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Capitalized costs associated with website and internal-use software were $44.2 million and $20.9 million for the years ended December 31, 2015 and 2014, respectively. Costs for 2015 reflect a full year of activity for OpenTable compared to a partial year's activity in 2014 and higher development costs for priceline.com. Goodwill — The Company accounts for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition. Goodwill is not subject to amortization and is reviewed at least annually for impairment, or earlier if an event occurs or circumstances change and there is an indication of impairment. The Company tests goodwill at a reporting unit level. The fair value of the reporting unit is compared to its carrying value, including goodwill. Fair values are determined based on discounted cash flows, market multiples and/or appraised values and are based on market participant assumptions. An impairment is recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. See Note 9 for further information. Impairment of Long-Lived Assets and Intangible Assets — The Company reviews long-lived assets and amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related operations. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants. Agency Revenues Agency revenues are derived from travel-related transactions where the Company is not the merchant of record and where the prices of the travel services are determined by third parties. Agency revenues include travel commissions, global distribution system ("GDS") reservation booking fees related to certain travel services, travel insurance fees and customer processing fees and are reported at the net amounts received, without any associated cost of revenue. Such revenues are generally recognized by the Company when the consumers complete their travel. Merchant Revenues and Cost of Merchant Revenues Merchant revenues and related cost of revenues are derived from services where the Company is the merchant of record and therefore charges the customer's credit card and subsequently pays the travel service provider for the services provided. Merchant Retail Services : Merchant revenues for the Company's merchant retail services are derived from transactions where consumers book accommodation reservations or rental car reservations from travel service providers at disclosed rates which are subject to contractual arrangements. Charges are billed to consumers by the Company at the time of booking and are included in deferred merchant bookings until the consumer completes the accommodation stay or returns the rental car. Such amounts are generally refundable upon cancellation, subject to cancellation penalties in certain cases. Merchant revenues and accounts payable to the travel service provider are recognized at the conclusion of the consumer's stay at the accommodation or return of the rental car. The Company records the difference between the reservation price to the consumer and the travel service provider cost to the Company of its merchant retail reservation services on a net basis in merchant revenue. Pursuant to the terms of the Company's opaque and retail merchant services, its travel service providers are permitted to bill the Company for the underlying cost of the service during a specified period of time. In the event that the Company is not billed by the travel provider within the specified time period, the Company reduces its cost of revenues by the unbilled amounts. Opaque Services : The Company describes its priceline.com Name Your Own Price ® and Express Deals ® travel services as "opaque" because certain elements of the service, including the identity of the travel service provider, are not disclosed to the consumer prior to making a reservation. The Name Your Own Price ® service connects consumers that are willing to accept a level of flexibility regarding their travel itinerary with travel service providers that are willing to accept a lower price in order to sell their excess capacity without disrupting their existing distribution channels or retail pricing structures. The Company's Name Your Own Price ® services use a pricing system that allows consumers to "bid" the price they are prepared to pay when submitting an offer for a particular leisure travel service. The Company accesses databases in which participating travel service providers file secure discounted rates, not generally available to the public, to determine whether it can fulfill the consumer's offer. The Company selects the travel service provider and determines the price it will accept from the consumer. Merchant revenues and cost of revenues include the selling price and cost, respectively, of the Name Your Own Price ® travel services and are reported on a gross basis. Express Deals ® allows consumers to select hotel, rental car and airline ticket reservations with price and certain information regarding amenities disclosed prior to making the reservation. The identity of the travel service provider is not known prior to committing to the non-refundable reservation. The Company records the difference between the reservation price to the consumer and the travel service provider cost to the Company of its merchant Express Deals ® reservation services on a net basis in merchant revenue. The Company recognizes revenues and costs for these services when it confirms the customer's non-refundable offer. In very limited circumstances, the Company makes certain customer concessions to satisfy disputes and complaints. The Company accrues for such estimated losses and classifies the resulting expense as adjustments to merchant revenue and cost of merchant revenues. Advertising and Other Revenues Advertising and other revenues are primarily earned by KAYAK and OpenTable and to a lesser extent by priceline.com for advertising placements on its website. KAYAK earns advertising revenue primarily by sending referrals to travel service providers and online travel companies ("OTCs") and from advertising placements on its websites and mobile applications. Generally, revenue related to referrals is earned based upon the completion of travel by a consumer or when a consumer clicks on a referral placement and revenue for advertising placements is earned based upon when a consumer clicks on an advertisement or when the Company displays an advertisement. OpenTable earns revenue primarily by facilitating restaurant reservations and providing computerized host-stand operations to restaurants through proprietary restaurant management reservation services. The Company recognizes other revenues related to OpenTable for reservation revenues when diners are seated and for subscription revenues on a straight-line basis during the contractual period over which the service is delivered. Loyalty Programs The Company provides various loyalty programs. Participating customers earn loyalty points on current transactions that can be redeemed for future qualifying transactions. When the points are earned, the Company estimates the amount of loyalty points expected to be redeemed and records a reduction in revenue. At both December 31, 2015 and 2014 , a liability of $71.1 million for loyalty points programs was included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. Tax Recovery Charge, Occupancy Taxes and State and Local Taxes The Company provides an online travel service to facilitate online travel purchases by consumers from travel service providers, including accommodation, rental car and airline ticket reservations, and sometimes as part of a vacation package reservation. For merchant model transactions, the Company charges the consumer an amount intended to cover the taxes that the Company anticipates the travel service provider will owe and remit to the local taxing authorities ("tax recovery charge"). Tax rate information for calculating the tax recovery charge is provided to the Company by the travel service providers. In certain taxing jurisdictions, the Company is required by passage of a new statute or by court order to collect and remit certain taxes (local occupancy tax, general excise and/or sales tax) imposed upon its margin and/or service fee. In those jurisdictions, the Company is collecting and remitting tax as required. The tax recovery charge and occupancy and other related taxes collected from customers and remitted to those jurisdictions are reported on a net basis in the Consolidated Statement of Operations. Except in those jurisdictions, the Company does not charge the customer or remit occupancy or other related taxes based on its margin or service fee, because the Company believes that such taxes are not owed on its compensation for its services (see Note 15 ). Advertising - Online — Online advertising expenses consist primarily of the costs of (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) banner, pop-up and other Internet and mobile advertisements. Online advertising expense is generally recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued online advertising liabilities of $188.2 million and $164.0 million at December 31, 2015 and 2014 , respectively. Advertising - Offline — Offline advertising expenses are primarily related to the Company's Booking.com, KAYAK and priceline.com businesses and primarily consist of television advertising. The Company expenses advertising production costs the first time the advertising is broadcast. Sales and Marketing — Sales and marketing expenses consist primarily of (1) credit card processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations and other services; (3) customer relations costs; (4) public relations costs; (5) provisions for bad debt, primarily related to agency accommodation commission receivables; and (6) provisions for credit card chargebacks. Personnel — Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health benefits. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $186.1 million and $159.0 million at December 31, 2015 and 2014 , respectively. Stock-Based Compensation — Stock-based compensation is recognized in the financial statements based upon fair value. The fair value of performance share units and restricted stock units is determined based on the number of units or shares, as applicable, granted and the quoted price of the Company's common stock as of the grant date or acquisition date. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of employee stock options assumed in acquisitions was determined using the Black Scholes model and the market value of the Company's common stock at the respective acquisition dates. Fair value is recognized as expense on a straight line basis, net of estimated forfeitures, over the employee requisite service period. The benefits of tax deductions in excess of recognized compensation costs are reported as a credit to additional paid-in capital and as financing cash flows, but only when such excess tax benefits are realized by a reduction to current taxes payable. See Note 3 for further information on stock-based awards. Information Technology — Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) data communications and other expenses associated with operating our services; (3) outsourced data center costs; and (4) payments to outside consultants. Income Taxes — The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as noncurrent on the balance sheet. The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required. Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change. Income taxes are not accrued for unremitted earnings of international operations that have been or are intended to be reinvested indefinitely. The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon review by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Secondly, the Company measures the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. See Note 14 for further details on income taxes. Segment Reporting — The Company determined that its brands constitute its operating segments. The Company's Booking.com brand represents a substantial majority of gross profit and net income. Based on similar economic characteristics and other similar operating factors, the Company has aggregated the operating segments into one reportable segment. For geographic related information, see Note 17 . Foreign Currency Translation — The functional currency of the Company's foreign subsidiaries is generally their respective local currency. Assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at average monthly exchange rates applicable for the period. Translation gains and losses are included as a component of " Accumulated other comprehensive income (loss) " in the Company's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Foreign currency transactions and other" in the Company's Consolidated Statements of Operations. In November 2015, the Company issued Senior Notes due November 25, 2022 for an aggregate principal amount of 750 million Euros. In March 2015, the Company issued Senior Notes due March 3, 2027 for an aggregate principal amount of 1.0 billion Euros. In September 2014, the Company issued Senior Notes due September 23, 2024 for an aggregate principal amount of 1.0 billion Euros. The Company designated the carrying value, plus accrued interest, of these Euro-denominated Senior Notes as a hedge of the Company's net investment in Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities and the Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars and are included as a component of " Accumulated other comprehensive income (loss) " in the Company's Consolidated Balance Sheets (see Notes 10 and 13 ). Derivative Financial Instruments — As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flow and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. The Company's primary foreign currency exposures are in Euros and British Pound Sterling, in which it conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in income. The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international businesses into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in income in the period in which the change occurs and are recognized in the Consolidated Statements of Operations in "Foreign currency transactions and other." Cash flows related to these contracts are classified within "Net cash provided by operating activities" on the cash flow statement. The Company, from time to time, utilizes derivative instruments to hedge the impact of changes in currency exchange rates on the net assets of its foreign subsidiaries. These instruments are designated as net investment hedges. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The Company records gains and losses on these derivative instruments as currency translation adjustments, which offset a portion of the translation adjustments related to the foreign subsidiaries' net assets. Gains and losses are recognized in the Consolidated Balance Sheet in " Accumulated other comprehensive income (loss) " and will be realized upon a partial sale or liquidation of the investment. The Company formally documents all derivatives designated as hedging instruments for accounting purposes, both at hedge inception and on an on-going basis. These net investment hedges expose the Company to liquidity risk as the derivatives have an immediate cash flow impact upon maturity, which is not offset by the translation of the underlying hedged equity. The cash flows from these contracts are classified within " Net cash used in investing activities " on the cash flow statement. The Company does not use derivative instruments for trading or speculative purposes. The Company recognizes all derivative instruments on the balance sheet at fair value and its derivative instruments are generally short-term in duration. The derivative instruments do not contain leverage features. The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure as well as assessing the creditworthiness of its counterparties. See Note 5 for further detail on derivatives. Recent Accounting Pronouncements: Classification of Deferred Taxes and Presentation of Debt Issuance Costs In November 2015, the Financial Accounting Standards Board (“FASB”) issued a new accounting update which requires companies to classify all deferred tax assets and liabilities as noncurrent in the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This update is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of this update is permitted and an entity may choose to adopt this update on either a prospective or retrospective basis. The Company adopted this accounting update in the fourth quarter of 2015 and applied it retrospectively to prior periods. The impact on the Company's Consolidated Financial Statements is summarized below. In April 2015, the FASB issued a new accounting update which changes the presentation of debt issuance costs in the financial statements. Under this new guidance, debt issuance costs, excluding costs associated with a revolving credit facility, will be presented in the balance sheets as a direct deduction from the related debt liability rather than as an asset. This accounting change is consistent with the current presentation under U.S. GAAP for debt discounts and it also converges the guidance under U.S. GAAP with that in the International Financial Reporting Standards ("IFRS"). Debt issuance costs will reduce the proceeds from debt borrowings in the cash flow statement instead of being presented as a separate line in the financing section of that financial statement. Amortization of debt issuance costs will continue to be reported as interest expense in the income statement. This accounting update does not affect the current accounting guidance for the recognition and measurement of debt issuance costs. This update is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for all entities for financial statements that have not been previously issued. The Company adopted this new accounting standard in the fourth quarter of 2015 and applied it retrospectively to prior periods. The impact on the Company's Consolidated Financial Statements is summarized below. Certain prior year amounts in the Company’s Consolidated Financial Statements have been adjusted to reflect the retrospective adoption of the two new accounting standards described above. Consolidated Balance Sheet as of December 31, 2014 (in thousands): Financial statement line As Previously Reported Adjustments Deferred Taxes Adjustments Debt Issuance Costs As Adjusted Deferred income taxes $ 153,754 $ (153,754 ) $ — $ — Total current assets 5,267,374 (153,754 ) — 5,113,620 Other assets 57,348 10,099 (25,931 ) 41,516 Total assets 14,940,563 (143,655 ) (25,931 ) 14,770,977 Accrued expenses and other current liabilities 600,758 (1,243 ) — 599,515 Convertible debt 37,195 — (45 ) 37,150 Total current liabilities 1,379,991 (1,243 ) (45 ) 1,378,703 Deferred income taxes 1,040,260 (142,412 ) — 897,848 Long-term debt 3,849,756 — (25,886 ) 3,823,870 Total liabilities 6,373,540 (143,655 ) (25,931 ) 6,203,954 Consolidated Statements of Cash Flows for the year ended December 31, 2014 and 2013 For the years ended December 31, 2014 and 2013, the Company netted payments of debt issuance costs of $17.5 million and $1.0 million against proceeds from the issuance of long-term debt of $2.3 billion and $1.0 billion , respectively. The netted balances are reported as "Proceeds from the issuance of long-term debt" in the financing section of the Consolidated Statements of Cash Flows. Other Recent Accounting Pronouncements In January 2016, the FASB issued a new accounting update which amends the guidance on the classification and measurement of financial instruments. Although the accounting update retains many current requirements, it significantly revises accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The accounting update also amends certain fair value disclosures of financial instruments and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with the entity’s evaluation of their other deferred tax assets. The update requires entities to carry all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures and limited liability companies at fair value, with fair value changes recognized through net income. This requirement does not apply to investments that qualify for equity method accounting, investments that result in consolidation of the investee or investments in which the entity has elected the practicability exception to fair value measurement. Under current U.S. GAAP, the Company's available-for-sale investments in equity securities with readily identifiable market value are remeasured to fair value each reporting period with changes in fair value recognized in accumulated other comprehensive income (loss). However, under the new accounting literature, fair value adjustments will be recognized through net income and could vary significantly quarter to quarter. For the investments currently accounted for under the cost method, an entity can elect to measure its investments, which do not have a readily determinable fair value, at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Additionally, this accounting update will simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. In addition, this accounting update eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is currently required to be disclosed for financial instruments measured at amortized cost in the balance sheet. This update is effective for fiscal years beginning after December 15, 2017, including int |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company's 1999 Omnibus Plan, as amended and restated effective June 6, 2013, (the "1999 Plan") is the primary stock compensation plan from which broad-based employee equity awards may be made. As of December 31, 2015 , there were 2,425,519 shares of common stock available for future grant under the 1999 Plan. In addition, in connection with the acquisition of KAYAK in May 2013, Buuteeq, Inc. in June 2014, OpenTable in July 2014 and Rocket Travel, Inc. in February 2015, the Company assumed the KAYAK Software Corporation 2012 Equity Incentive Plan (the "KAYAK Plan"), the Buuteeq, Inc. Amended and Restated 2010 Stock Plan (the "Buuteeq Plan"), the OpenTable, Inc. 2009 Equity Incentive Award Plan (the "OpenTable Plan") and the Rocket Travel, Inc. 2012 Stock Incentive Plan (the “Rocketmiles Plan”). As of December 31, 2015 , there were 145,392 shares of common stock available for future grant under the OpenTable Plan. Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units and stock options. Stock-based compensation is recognized in the financial statements based upon fair value. Fair value is recognized as expense on a straight-line basis, net of estimated forfeitures, over the employee's requisite service period. The fair value of restricted stock units and performance share units is determined based on the number of units granted and the quoted price of the Company's common stock as of the grant date. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of the employee stock options assumed in acquisitions was determined using the Black-Scholes model and the market value of the Company's common stock at their respective acquisition dates. Stock options granted to employees generally have a term of 10 years. Restricted stock units and performance share units generally vest over periods from 1 to 4 years. The Company issues new shares of common stock upon the issuance of restricted stock, the exercise of stock options and the vesting of restricted stock units and performance share units. Stock-based compensation included in personnel expenses in the Consolidated Statements of Operations was approximately $247.4 million , $186.4 million and $140.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Stock-based compensation for the years ended December 31, 2015 , 2014 and 2013 includes charges amounting to $22.6 million , $20.6 million and $24.1 million , respectively, representing the impact of adjusting the estimated probable outcome at the end of the performance period for outstanding unvested performance share units. Included in the stock-based compensation are approximately $2.6 million , $2.3 million , and $2.1 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively, for grants to non-employee directors. The related tax benefit for stock-based compensation is $52.9 million , $38.4 million and $18.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Restricted Stock Units and Performance Share Units The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the years ended December 31, 2013 , 2014 and 2015 : Share-Based Awards Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2012 540,128 $ 389.21 Granted 162,341 $ 730.47 Vested (258,198 ) $ 242.63 Performance Shares Adjustment 101,490 $ 681.13 Forfeited/Canceled (11,442 ) $ 579.71 Unvested at December 31, 2013 534,319 $ 615.10 Granted 128,484 $ 1,308.13 Assumed in an acquisition 43,993 $ 1,238.68 Vested (195,730 ) $ 492.22 Performance Shares Adjustment 68,499 $ 1,085.94 Forfeited/Canceled (9,250 ) $ 972.19 Unvested at December 31, 2014 570,315 $ 912.26 Granted 198,141 $ 1,226.41 Vested (161,862 ) $ 757.66 Performance Shares Adjustment 64,328 $ 1,238.30 Forfeited/Canceled (33,665 ) $ 1,151.70 Unvested at December 31, 2015 637,257 $ 1,070.10 Share-based awards granted by the Company during the years ended December 31, 2015 , 2014 and 2013 had aggregate grant date fair values of approximately $243.0 million , $168.1 million and $118.6 million , respectively. Share-based awards that vested during the years ended December 31, 2015 , 2014 , and 2013 had grant date fair values of $122.6 million , $96.3 million and $62.6 million , respectively. As of December 31, 2015 , there was $336.5 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 1.9 years . During the year ended December 31, 2015 , the Company made broad-based grants of 90,518 restricted stock units that generally vest after three years, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. These share-based awards had a total grant date fair value of $109.8 million based on a weighted-average grant date fair value per share of $1,213.18 . In addition, during the year ended December 31, 2015 , the Company granted 107,623 performance share units to executives and certain other employees. The performance share units had a total grant date fair value of $133.2 million based upon a weighted-average grant date fair value per share of $1,237.53 . The performance share units are payable in shares of the Company's common stock upon vesting. Subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability, recipients of these performance share units generally must continue their service through the requisite service period in order to receive any shares. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period. The actual number of shares to be issued on the vesting date will be determined upon completion of the performance period, which, for most of these performance share units, ends December 31, 2017, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances. As of December 31, 2015 , the estimated number of probable shares to be issued is a total of 164,857 shares. If the maximum performance thresholds are met at the end of the performance period, a maximum number of 254,643 total shares could be issued. If the minimum performance thresholds are not met, 51,621 shares would be issued at the end of the performance period. 2014 Performance Share Units During the year ended December 31, 2014 , the Company granted 72,277 performance share units with a grant date fair value of $96.1 million , based on a weighted-average grant date fair value per share of $1,329.11 . The actual number of shares to be issued will be determined upon completion of the performance period which generally ends December 31, 2016. At December 31, 2015 , there were 63,484 unvested 2014 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of December 31, 2015 , the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total of 104,241 shares. If the maximum thresholds are met at the end of the performance period, a maximum of 127,732 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 43,291 shares would be issued at the end of the performance period. 2013 Performance Share Units During the year ended December 31, 2013, the Company granted 104,865 performance share units with a grant date fair value of $74.4 million , based on a weighted-average grant date fair value per share of $709.74 . The actual number of shares to be issued will be determined based upon completion of the performance period which ended December 31, 2015. At December 31, 2015 , there were 97,296 unvested 2013 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of December 31, 2015 , the total number of shares expected to be issued pursuant to these performance share units on the March 4, 2016 vesting date is 186,020 shares. Stock Options The following table summarizes the activity for the stock options during the years ended December 31, 2013 , 2014 and 2015 : Employee Stock Options Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (000's) Weighted Average Remaining Contractual Term (in years) Balance, December 31, 2012 71,001 $ 19.73 $ 42,647 1.3 Assumed in acquisitions 540,179 $ 260.96 Exercised (449,670 ) $ 194.68 Forfeited (23,802 ) $ 478.83 Balance, December 31, 2013 137,708 $ 315.36 $ 116,686 6.6 Assumed in acquisitions 61,897 $ 457.67 Exercised (51,003 ) $ 293.59 Forfeited (2,217 ) $ 517.91 Balance, December 31, 2014 146,385 $ 380.05 $ 111,277 6.5 Assumed in acquisitions 1,422 $ 230.37 Exercised (52,697 ) $ 355.85 Forfeited (6,006 ) $ 511.87 Balance, December 31, 2015 89,104 $ 383.03 $ 79,474 5.4 Vested and exercisable as of December 31, 2015 72,654 $ 354.59 $ 66,868 5.0 Vested and exercisable as of December 31, 2015 and expected to vest thereafter, net of estimated forfeitures 88,687 $ 383.06 $ 79,099 5.4 The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2015 , 2014 and 2013 was $46.3 million , $49.2 million and $281.8 million , respectively. During the years ended December 31, 2015 , 2014 and 2013 , stock options assumed in acquisitions vested for 38,689 , 41,524 and 65,293 shares with an acquisition-date fair value of $24.4 million , $24.2 million and $30.9 million , respectively. For the years ended December 31, 2015 , 2014 and 2013 , the Company recorded stock-based compensation expense related to employee stock options of $24.9 million , $24.7 million and $30.9 million , respectively. Employee stock options assumed in acquisitions during the year ended December 31, 2015 had a total acquisition-date fair value of $1.4 million based on a weighted-average acquisition date fair value of $1,015.81 per share. As of December 31, 2015 , there was $9.7 million of total future compensation costs related to unvested employee stock options to be recognized over a weighted-average period of 1.3 years . |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS Short-term and Long-term Investments in Available for Sale Securities The following table summarizes, by major security type, the Company's investments as of December 31, 2015 (in thousands): Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Foreign government securities $ 395,404 $ 497 $ (104 ) $ 395,797 U.S. government securities 457,001 — (507 ) 456,494 Corporate debt securities 305,654 25 (419 ) 305,260 Commercial paper 11,688 — — 11,688 U.S. government agency securities 2,009 — (2 ) 2,007 Total short-term investments $ 1,171,756 $ 522 $ (1,032 ) $ 1,171,246 Long-term investments: Foreign government securities $ 718,947 $ 1,367 $ (683 ) $ 719,631 U.S. government securities 580,155 277 (1,982 ) 578,450 Corporate debt securities 4,294,282 1,273 (18,941 ) 4,276,614 U.S. municipal securities 1,080 3 — 1,083 Ctrip convertible debt securities 1,250,000 158,600 (30,050 ) 1,378,550 Ctrip equity securities 630,311 346,724 — 977,035 Total long-term investments $ 7,474,775 $ 508,244 $ (51,656 ) $ 7,931,363 The Company's investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business. As of December 31, 2015 , the weighted-average life of the Company’s fixed income investment portfolio, excluding the Company's investment in Ctrip convertible debt securities, was approximately 2.0 years with an average credit quality of A/A2/A. The Company invests in foreign government securities with high credit quality. As of December 31, 2015 , investments in foreign government securities principally included debt securities issued by the governments of Germany, the Netherlands, France, Belgium and Austria. On May 26, 2015 and August 7, 2014, the Company invested $250 million and $500 million , respectively, in five -year senior convertible notes issued at par by Ctrip.com International Ltd. ("Ctrip"). On December 11, 2015, the Company invested $500 million in a ten -year senior convertible note issued at par value, which included a put option allowing the Company to require a prepayment in cash from Ctrip at the end of the sixth year of the note. As of December 31, 2015 , the Company had also invested $630.3 million of its international cash in Ctrip American Depositary Shares ("ADSs"). The convertible debt and equity securities of Ctrip have been marked-to-market in accordance with the accounting guidance for available-for-sale securities. In connection with the purchase of the convertible note in August 2014, Ctrip granted the Company the right to appoint an observer to Ctrip's board of directors and permission to acquire Ctrip shares (through the acquisition of Ctrip ADSs in the open market) over the twelve months following the purchase date, so that combined with ADSs issuable upon conversion of this note, the Company could hold up to 10% of Ctrip's outstanding equity. In connection with the purchase of the convertible note in May 2015, Ctrip granted the Company permission to acquire additional Ctrip shares (through the acquisition of Ctrip ADSs in the open market) over the twelve months following the purchase date, so that combined with ADSs issuable upon conversion of the August 2014 and May 2015 notes, the Company could hold up to an aggregate of 15% of Ctrip's outstanding equity. Under the terms of the December 2015 convertible note, the ADSs into which this debt could be converted will not be included in the aggregate 15% ownership holding. As of December 31, 2015 , the Company did not have a significant influence over Ctrip. In addition, the Company may acquire the additional ADSs without a time limitation. The following table summarizes, by major security type, the Company's investments as of December 31, 2014 (in thousands): Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Foreign government securities $ 52,524 $ — $ (34 ) $ 52,490 U.S. government securities 364,276 24 (34 ) 364,266 Corporate debt securities 582,160 15 (652 ) 581,523 Commercial paper 39,092 — — 39,092 U.S. government agency securities 104,829 — (18 ) 104,811 Total short-term investments $ 1,142,881 $ 39 $ (738 ) $ 1,142,182 Long-term investments: Foreign government securities $ 12,707 $ — $ (36 ) $ 12,671 U.S. government securities 557,130 80 (762 ) 556,448 U.S. corporate debt securities 2,332,030 2,299 (5,296 ) 2,329,033 U.S. government agency securities 95,108 97 (111 ) 95,094 U.S. municipal securities 1,114 — (12 ) 1,102 Ctrip corporate debt securities 500,000 — (74,039 ) 425,961 Ctrip equity securities 421,930 — (86,586 ) 335,344 Total long-term investments $ 3,920,019 $ 2,476 $ (166,842 ) $ 3,755,653 The Company has classified its investments as available-for-sale securities. These securities are carried at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of " Accumulated other comprehensive income (loss) " in the Consolidated Balance Sheets. Classification as short-term or long-term is based upon the maturity of the debt securities. The Company recognized $2.2 million of net realized gains related to investments for the year ended December 31, 2015 . There were no significant realized gains or losses related to investments for the year ended December 31, 2014 . Cost Method Investments The Company held investments in equity securities of private companies of approximately $62.3 million and $0.6 million as of December 31, 2015 and December 31, 2014 , respectively. These investments are accounted for under the cost method and included in "Other assets" in the Company's Consolidated Balance Sheets. As of December 31, 2015 , the Company did not estimate the fair value of these cost-method investments because there were no identified events or changes in circumstances that may have a significant adverse impact on the carrying values of these investments. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial assets and liabilities are carried at fair value as of December 31, 2015 and are classified in the categories described in the tables below (in thousands): Level 1 Level 2 Total ASSETS: Cash equivalents: U.S. Treasury money market funds $ 99,117 $ — $ 99,117 Foreign government securities — 10,659 10,659 U.S. government securities — 90,441 90,441 Corporate debt securities — 1,855 1,855 Commercial paper — 335,663 335,663 Short-term investments: Foreign government securities — 395,797 395,797 U.S. government securities — 456,494 456,494 Corporate debt securities — 305,260 305,260 Commercial paper — 11,688 11,688 U.S. government agency securities — 2,007 2,007 Foreign exchange derivatives — 363 363 Long-term investments: Foreign government securities — 719,631 719,631 U.S. government securities — 578,450 578,450 Corporate debt securities — 4,276,614 4,276,614 U.S. municipal securities — 1,083 1,083 Ctrip convertible debt securities — 1,378,550 1,378,550 Ctrip equity securities 977,035 — 977,035 Total assets at fair value $ 1,076,152 $ 8,564,555 $ 9,640,707 Level 1 Level 2 Total LIABILITIES: Foreign exchange derivatives $ — $ 644 $ 644 Financial assets and liabilities are carried at fair value as of December 31, 2014 and are classified in the categories described in the tables below (in thousands): Level 1 Level 2 Total ASSETS: Cash equivalents: U.S. Treasury money market funds $ 155,608 $ — $ 155,608 Foreign government securities — 974,855 974,855 U.S. government securities — 676,503 676,503 Corporate debt securities — 45,340 45,340 Commercial paper — 382,544 382,544 U.S. government agency securities — 10,000 10,000 Short-term investments: Foreign government securities — 52,490 52,490 U.S. government securities — 364,266 364,266 Corporate debt securities — 581,523 581,523 Commercial paper — 39,092 39,092 U.S. government agency securities — 104,811 104,811 Foreign exchange derivatives — 336 336 Long-term investments: Foreign government securities — 12,671 12,671 U.S. government securities — 556,448 556,448 Corporate debt securities — 2,329,033 2,329,033 U.S. government agency securities — 95,094 95,094 U.S. municipal securities — 1,102 1,102 Ctrip convertible debt securities — 425,961 425,961 Ctrip equity securities 335,344 — 335,344 Total assets at fair value $ 490,952 $ 6,652,069 $ 7,143,021 Level 1 Level 2 Total LIABILITIES: Foreign exchange derivatives $ — $ 129 $ 129 There are three levels of inputs to measure fair value. The definition of each input is described below: Level 1 : Quoted prices in active markets that are accessible by the Company at the measurement date for identical assets and liabilities. Level 2 : Inputs are observable, either directly or indirectly. Such prices may be based upon quoted prices for identical or comparable securities in active markets or inputs not quoted on active markets, but corroborated by market data. Level 3 : Unobservable inputs are used when little or no market data is available. Investments in corporate debt securities, U.S. and foreign government securities, commercial paper, government agency securities, convertible debt securities and municipal securities are considered "Level 2 " valuations because the Company has access to quoted prices, but does not have visibility to the volume and frequency of trading for all of these investments. For the Company's investments, a market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace. The Company's derivative instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and currency rates. Derivatives are considered "Level 2 " fair value measurements. The Company's derivative instruments are typically short-term in nature. As of December 31, 2015 and 2014 , the Company's cash consisted of bank deposits and cash held in investment accounts. Other financial assets and liabilities, including restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings are carried at cost which approximates their fair value because of the short-term nature of these items. As of December 31, 2015 , the Company held investments in equity securities of private companies of approximately $62.3 million and these investments are accounted for under the cost method of accounting (see Note 4 ). See Note 4 for information on the carrying value of investments and Note 10 for the estimated fair value of the Company's outstanding Senior Notes. See Note 19 for the Company's contingent liabilities associated with business acquisitions. In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations. The Company limits these risks by following established risk management policies and procedures, including the use of derivatives. See Note 2 for further information on our accounting policy for derivative financial instruments. Derivatives Not Designated as Hedging Instruments — The Company is exposed to adverse movements in currency exchange rates as the operating results of its international operations are translated from local currency into U.S. Dollars upon consolidation. The Company's derivative contracts principally address short-term foreign exchange fluctuations for the Euro and British Pound Sterling versus the U.S. Dollar. As of December 31, 2015 and 2014 , there were no outstanding derivative contracts related to foreign currency translation risk. Foreign exchange losses of $6.6 million for the year ended December 31, 2015 , and foreign exchange gains of $13.7 million and $0.3 million for the years ended December 31, 2014 and 2013 , respectively, were recorded related to these derivatives in "Foreign currency transactions and other" in the Consolidated Statements of Operations. The Company also enters into foreign currency forward contracts to hedge its exposure to the impact of movements in currency exchange rates on its transactional balances denominated in currencies other than the functional currency. Foreign exchange derivatives outstanding as of December 31, 2015 associated with foreign currency transaction risks resulted in a net liability of $0.3 million , with a liability in the amount of $0.7 million recorded in "Accrued expenses and other current liabilities" and an asset in the amount of $0.4 million recorded in "Prepaid expenses and other current assets" in the Consolidated Balance Sheet. Foreign exchange derivatives outstanding as of December 31, 2014 associated with foreign exchange transaction risks resulted in a net asset of $0.2 million , with an asset in the amount of $0.3 million recorded in "Prepaid expense and other current assets" and a liability in the amount of $0.1 million recorded in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. Derivatives associated with these transaction risks resulted in foreign exchange losses of $15.3 million and $21.8 million for the years ended December 31, 2015 and 2014 , respectively, and foreign exchange gains of $3.6 million for the year ended December 31, 2013 . These mark-to-market adjustments on the derivative contracts, offset by the effect of changes in currency exchange rates on transactions denominated in currencies other than the functional currency, resulted in net losses of $13.8 million , $11.8 million and $5.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. These net impacts are reported in “Foreign currency transactions and other” in the Consolidated Statements of Operations. The settlement of derivative contracts not designated as hedging instruments resulted in net cash outflows of $33.9 million and $8.9 million for the years ended December 31, 2015 and 2014 , respectively, and a net cash inflow of $4.4 million for the year ended December 31, 2013 , respectively, and were reported within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. Derivatives Designated as Hedging Instruments — The Company had no foreign currency forward contracts designated as hedges of its net investment in a foreign subsidiary outstanding as of December 31, 2015 and 2014 . A net cash inflow of $5.2 million for the year ended December 31, 2015 and net cash outflows of $80.3 million and $78.6 million for the years ended December 31, 2014 and 2013 , respectively, were reported within " Net cash used in investing activities " in the Consolidated Statements of Cash Flows. |
ACCOUNTS RECEIVABLE RESERVES
ACCOUNTS RECEIVABLE RESERVES | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE RESERVES | ACCOUNTS RECEIVABLE RESERVES The Company records a provision for uncollectible agency commissions, principally receivables from accommodations related to agency reservations. The Company also accrues for costs associated with merchant transactions made on its websites by individuals using fraudulent credit cards and for other amounts "charged back" as a result of payment disputes. Changes in accounts receivable reserves consisted of the following (in thousands): For the Year Ended December 31, 2015 2014 2013 Balance, beginning of year $ 14,212 $ 14,116 $ 10,322 Provision charged to expense 24,324 22,990 16,451 Charge-offs and adjustments (22,682 ) (21,546 ) (13,072 ) Currency translation adjustments (840 ) (1,348 ) 415 Balance, end of year $ 15,014 $ 14,212 $ 14,116 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE The Company computes basic net income per share by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted-average number of common and common equivalent shares outstanding during the period. Common equivalent shares related to stock options, restricted stock units, and performance share units are calculated using the treasury stock method. Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. The Company's convertible debt issues have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option. The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method. A reconciliation of the weighted-average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands): For the Year Ended December 31, 2015 2014 2013 Weighted average number of basic common shares outstanding 50,940 52,301 50,924 Weighted average dilutive stock options, restricted stock units and performance share units 395 340 382 Assumed conversion of Convertible Senior Notes 258 382 1,107 Weighted average number of diluted common and common equivalent shares outstanding 51,593 53,023 52,413 Anti-dilutive potential common shares 2,563 2,574 2,384 Anti-dilutive potential common shares for the years ended December 31, 2015 , 2014 and 2013 include approximately 2.1 million shares, 2.1 million shares and 2.0 million shares, respectively, that could be issued under the Company's outstanding convertible notes. Under the treasury stock method, the convertible notes will generally have an anti-dilutive impact on net income per share if the conversion prices for the convertible notes exceed the Company's average stock price. In 2006, the Company issued $172.5 million aggregate principal amount of convertible notes due September 30, 2013 (the "2013 Notes"). In 2006, the Company also entered into hedge transactions (the "Conversion Spread Hedges") relating to the potential dilution of the Company's common stock upon conversion of the 2013 Notes at their stated maturity date. The Conversion Spread Hedges were settled in October 2013 and the Company received 42,160 shares of common stock from the counterparties. The settlement was accounted for as an equity transaction. Since the impact of the Conversion Spread Hedges was anti-dilutive, it was excluded from the calculation of net income per share until the shares of common stock were received in October 2013. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment at December 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Estimated Computer equipment and software $ 396,961 $ 332,650 2 to 5 years Office equipment, furniture, fixtures & leasehold improvements 138,171 110,297 2 to 11 years Total 535,132 442,947 Less: accumulated depreciation and amortization (260,346 ) (243,994 ) Property and equipment, net $ 274,786 $ 198,953 Fixed asset depreciation and amortization expense was approximately $101.5 million , $78.2 million and $48.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Asset retirements in the amount of $75.0 million during 2015 impacted the December 31, 2015 balances for gross property and equipment and accumulated depreciation and amortization. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL The Company's intangible assets at December 31, 2015 and 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period Weighted Average Useful Life Supply and distribution agreements $ 824,932 $ (227,994 ) $ 596,938 $ 842,642 $ (188,441 ) $ 654,201 10 - 20 years 16 years Technology 112,639 (61,404 ) 51,235 108,987 (43,746 ) 65,241 1 - 5 years 5 years Patents 1,623 (1,562 ) 61 1,623 (1,524 ) 99 15 years 15 years Internet domain names 40,352 (20,954 ) 19,398 41,652 (16,895 ) 24,757 2 - 20 years 8 years Trade names 1,671,356 (183,101 ) 1,488,255 1,674,218 (100,850 ) 1,573,368 4-20 years 20 years Non-compete agreements 22,847 (11,201 ) 11,646 21,000 (3,908 ) 17,092 3-4 years 3 years Other 135 (135 ) — 141 (138 ) 3 Total intangible assets $ 2,673,884 $ (506,351 ) $ 2,167,533 $ 2,690,263 $ (355,502 ) $ 2,334,761 Intangible assets with determinable lives are amortized on a straight-line basis. Intangible assets amortization expense was approximately $171.0 million , $129.6 million and $69.6 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The annual estimated amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in thousands): 2016 $ 168,444 2017 161,207 2018 142,638 2019 132,192 2020 124,651 Thereafter 1,438,401 $ 2,167,533 A roll-forward of goodwill for the years ended December 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Balance, beginning of year $ 3,326,474 $ 1,767,912 Acquisitions 74,584 1,590,829 Currency translation adjustments (26,058 ) (32,267 ) Balance, end of year $ 3,375,000 $ 3,326,474 A substantial portion of the intangibles and goodwill relates to the acquisition of OpenTable in July 2014 and KAYAK in May 2013. See Note 19 for further information on these acquisitions. As of September 30, 2015 , the Company performed its annual goodwill impairment testing using standard valuation techniques and concluded that there was no impairment of goodwill. Other than OpenTable, the fair values of the Company's reporting units substantially exceeded their respective carrying values as of September 30, 2015 . Since the annual impairment test, there have been no events or changes in circumstances to indicate a potential impairment. As of September 30, 2015 , OpenTable’s carrying value was $2.5 billion , of which $1.5 billion relates to goodwill. The fair value of OpenTable slightly exceeded its carrying value as of September 30, 2015 . OpenTable’s fair value was estimated using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (EBITDA multiples of comparable publicly-traded companies and for precedent transactions). |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Facility In June 2015, the Company entered into a $2.0 billion five -year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to either (i) the adjusted LIBOR for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50% ; or (ii) the greatest of (a) Bank of America, N.A.'s prime lending rate, (b) the federal funds rate plus 0.5% , and (c) an adjusted LIBOR for an interest period of one month plus 1.00% , plus an applicable margin ranging from 0.00% to 0.50% . Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.085% to 0.20% . The revolving credit facility provides for the issuance of up to $70.0 million of letters of credit as well as borrowings of up to $50.0 million on same-day notice, referred to as swingline loans. Borrowings under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility will be used for working capital and general corporate purposes, which could include acquisitions or share repurchases. As of December 31, 2015 , there were no borrowings outstanding and approximately $2.5 million of letters of credit issued under this new facility. The Company paid $4.0 million in debt issuance costs related to the revolving credit facility during the year ended December 31, 2015 . Upon entering into this new revolving credit facility, the Company terminated its $1.0 billion five -year revolving credit facility entered into in October 2011 and recognized interest expense of $1.0 million related to the write-off of the remaining unamortized debt issuance costs. As of December 31, 2014 , there were no borrowings outstanding and approximately $4.0 million of letters of credit issued under this revolving credit facility. Outstanding Debt Outstanding debt as of December 31, 2015 consisted of the following (in thousands): December 31, 2015 Outstanding Principal Amount Unamortized Debt Carrying Value Long-term debt: 1.0% Convertible Senior Notes due March 2018 $ 1,000,000 $ (58,929 ) $ 941,071 0.35% Convertible Senior Notes due June 2020 1,000,000 (114,898 ) 885,102 0.9% Convertible Senior Notes due September 2021 1,000,000 (125,258 ) 874,742 2.375% (€1 Billion) Senior Notes due September 2024 1,086,957 (14,688 ) 1,072,269 3.65% Senior Notes due March 2025 500,000 (4,160 ) 495,840 1.8% (€1 Billion) Senior Notes due March 2027 1,086,957 (6,200 ) 1,080,757 2.15% (€750 Million) Senior Notes due November 2022 815,217 (6,555 ) 808,662 Total long-term debt $ 6,489,131 $ (330,688 ) $ 6,158,443 Outstanding debt as of December 31, 2014 consisted of the following (in thousands): December 31, 2014 Outstanding Principal Amount Unamortized Debt See Note 2 Carrying Value See Note 2 Short-term debt: 1.25% Convertible Senior Notes due March 2015 $ 37,524 $ (374 ) $ 37,150 Long-term debt: 1.0% Convertible Senior Notes due March 2018 $ 1,000,000 $ (84,708 ) $ 915,292 0.35% Convertible Senior Notes due June 2020 1,000,000 (138,786 ) 861,214 0.9% Convertible Senior Notes due September 2021 1,000,000 (145,311 ) 854,689 2.375% (€1 Billion) Senior Notes due September 2024 1,210,068 (17,393 ) 1,192,675 Total long-term debt $ 4,210,068 $ (386,198 ) $ 3,823,870 The 2015 Notes (as defined below) became convertible on December 15, 2014, at the option of the holders, and remained convertible until the scheduled trading day immediately preceding the maturity date of March 15, 2015. Since these notes were convertible at the option of the holders and the principal amount is required to be paid in cash, the difference between the principal amount and the carrying value was reflected as convertible debt in the mezzanine section in the Company's Consolidated Balance Sheet as of December 31, 2014. Therefore, with respect to the 2015 Notes, the Company reclassified the unamortized debt discount for these 1.25% Notes in the amount of $0.3 million before tax as of December 31, 2014 , from additional paid-in capital to convertible debt in the mezzanine section in the Company's Consolidated Balance Sheet. Based upon the closing price of the Company's common stock for the prescribed measurement periods during the year ended December 31, 2015 and December 31, 2014 , the respective contingent conversion thresholds of the 2018 Notes (as defined below), the 2020 Notes (as defined below) and the 2021 Notes (as defined below) were not exceeded and therefore these notes are reported as non-current liabilities in the Consolidated Balance Sheets. Fair Value of Debt As of December 31, 2015 and 2014 , the estimated market value of the outstanding Senior Notes was approximately $7.0 billion and $4.8 billion , respectively, and was considered a "Level 2 " fair value measurement (see Note 5). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period. A substantial portion of the market value of the Company's debt in excess of the outstanding principal amount relates to the conversion premium on the Convertible Senior Notes. Convertible Debt If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount. In cases where holders decide to convert prior to the maturity date, the Company charges the proportionate amount of remaining debt issuance costs to interest expense. Description of Senior Convertible Notes In August 2014, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due September 15, 2021, with an interest rate of 0.9% (the "2021 Notes"). The Company paid $11.0 million in debt issuance costs during the year ended December 31, 2014, related to this offering. The 2021 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $2,055.50 per share. The 2021 Notes are convertible, at the option of the holder, prior to September 15, 2021, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2021 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2021 Notes in an aggregate value ranging from $0 to approximately $375 million depending upon the date of the transaction and the then current stock price of the Company. As of June 15, 2021, holders will have the right to convert all or any portion of the 2021 Notes. The 2021 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2021 Notes for cash in certain circumstances. Interest on the 2021 Notes is payable on March 15 and September 15 of each year. In May 2013, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "2020 Notes"). The 2020 Notes were issued with an initial discount of $20.0 million . The Company paid $1.0 million in debt issuance costs during the year ended December 31, 2013, related to this offering. The 2020 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $1,315.10 per share. The 2020 Notes are convertible, at the option of the holder, prior to June 15, 2020, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2020 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2020 Notes in an aggregate value ranging from $0 to approximately $397 million depending upon the date of the transaction and the then current stock price of the Company. As of March 15, 2020, holders will have the right to convert all or any portion of the 2020 Notes. The 2020 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2020 Notes for cash in certain circumstances. Interest on the 2020 Notes is payable on June 15 and December 15 of each year. In March 2012, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due March 15, 2018, with an interest rate of 1.0% (the "2018 Notes"). The Company paid $20.9 million in debt issuance costs during the year ended December 31, 2012, related to this offering. The 2018 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $944.61 per share. The 2018 Notes are convertible, at the option of the holder, prior to March 15, 2018, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the applicable conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2018 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2018 Notes in aggregate value ranging from $0 to approximately $344 million depending upon the date of the transaction and the then current stock price of the Company. As of December 15, 2017, holders will have the right to convert all or any portion of the 2018 Notes. The 2018 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2018 Notes for cash in certain circumstances. Interest on the 2018 Notes is payable on March 15 and September 15 of each year. In March 2010, the Company issued in a private placement $575.0 million aggregate principal amount of Convertible Senior Notes due March 15, 2015, with an interest rate of 1.25% (the "2015 Notes"). The Company paid $13.3 million in debt issuance costs associated with the 2015 Notes for the year ended December 31, 2010. The 2015 Notes were convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $303.06 per share. In March 2015, in connection with the maturity or conversion prior to maturity of the remaining outstanding 1.25% Convertible Senior Notes, the Company paid $37.5 million to satisfy the aggregate principal amount due and paid an additional $110.1 million in satisfaction of the conversion value in excess of the principal amount, which was charged to additional paid-in capital. During the year ended December 31, 2014 , the Company delivered cash of $122.9 million to repay the aggregate principal amount and issued 300,256 shares of its common stock and paid cash of $2.2 million in satisfaction of the conversion value in excess of the principal amount associated with 1.25% Convertible Senior Notes due March 2015 that were converted prior to maturity. In the year ended December 31, 2013 , the Company delivered cash of $414.6 million to repay the principal amount and issued 972,235 shares of its common stock in satisfaction of the conversion value in excess of the principal amount for convertible debt that was converted prior to maturity. Accounting guidance requires that cash-settled convertible debt, such as the Company's Convertible Senior Notes, be separated into debt and equity components at issuance and each be assigned a value. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount. Debt discount is amortized using the effective interest method over the period from the origination date through the stated maturity date. The Company estimated the straight debt borrowing rates at debt origination to be 3.50% for the 2018 Notes, 3.13% for the 2020 Notes and 3.18% for the 2021 Notes. The yield to maturity was estimated at an at-market coupon priced at par. Debt discount after tax of $82.5 million ( $142.9 million before tax) net of financing costs associated with the equity component of convertible debt of $1.6 million after tax were recorded in additional paid-in capital related to the 2021 Notes at December 31, 2014. Debt discount after tax of $92.4 million ( $154.3 million before tax) net of financing costs associated with the equity component of convertible debt of $0.1 million after tax were recorded in additional paid-in capital related to the 2020 Notes at June 30, 2013. Debt discount after tax of $80.9 million ( $135.2 million before tax) net of financing costs associated with the equity component of convertible debt of $2.8 million after tax were recorded in additional paid-in capital related to the 2018 Notes in March 2012. Debt discount after tax of $69.1 million ( $115.2 million before tax) net of financing costs associated with the equity component of convertible debt of $1.6 million after tax were recorded in additional paid-in capital related to the 2015 Notes in March 2010. For the years ended December 31, 2015 , 2014 and 2013 , the Company recognized interest expense of $92.7 million , $75.3 million and $78.2 million , respectively, related to convertible notes, comprised of $22.6 million , $17.1 million and $17.7 million , respectively, for the contractual coupon interest, $65.6 million , $54.4 million and $55.7 million , respectively, related to the amortization of debt discount and $4.5 million , $3.8 million and $4.8 million , respectively, related to the amortization of debt issuance costs. For the years ended December 31, 2015 , 2014 and 2013 , included in the amortization of debt discount mentioned above was $2.7 million , $2.6 million and $1.5 million , respectively, of original issuance discount amortization related to the 2020 Notes. In addition, the Company incurred interest expense for the write-off of unamortized debt issuance costs related to debt conversions of $0.5 million and $2.4 million for the years ended December 31, 2014 and 2013 , respectively. The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt. The weighted-average effective interest rates for the years ended December 31, 2015 , 2014 , and 2013 are 3.4% , 3.5% and 4.4% , respectively. In addition, if the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimated its straight debt borrowing rate, considering its credit rating and straight debt of comparable corporate issuers. For the years ended December 31, 2014 and 2013 , the Company recognized non-cash losses of $6.3 million ( $3.8 million after tax) and $26.7 million ( $16.2 million after tax), respectively, in "Foreign currency transactions and other" in the Consolidated Statements of Operations in connection with the conversion of the 2015 Notes. Other Long-term Debt In November 2015, the Company issued Senior Notes due November 25, 2022, with an interest rate of 2.15% (the "2022 Notes") for an aggregate principal amount of 750 million Euros. The 2022 Notes were issued with an initial discount of 2.2 million Euros. In addition, the Company paid $3.7 million in debt issuance costs during the year ended December 31, 2015 . Interest on the 2022 Notes is payable annually on November 25, beginning November 25, 2016. Subject to certain limited exceptions, all payments of interest and principal, including payments made upon any redemption of the 2022 Notes will be made in Euros. In March 2015, the Company issued Senior Notes due March 15, 2025, with an interest rate of 3.65% (the "2025 Notes") for an aggregate principal amount of $500 million . The 2025 Notes were issued with an initial discount of $1.3 million . In addition, the Company paid $3.2 million in debt issuance costs during the year ended December 31, 2015 . Interest on the 2025 Notes is payable semi-annually on March 15 and September 15, beginning September 15, 2015. In March 2015, the Company issued Senior Notes due March 3, 2027, with an interest rate of 1.8% (the "2027 Notes") for an aggregate principal amount of 1.0 billion Euros. The 2027 Notes were issued with an initial discount of 0.3 million Euros. In addition, the Company paid $6.3 million in debt issuance costs during the year ended December 31, 2015 . Interest on the 2027 Notes is payable annually on March 3, beginning March 3, 2016. Subject to certain limited exceptions, all payments of interest and principal for the 2027 Notes will be made in Euros. In September 2014, the Company issued Senior Notes due September 23, 2024, with an interest rate of 2.375% (the "2024 Notes") for an aggregate principal amount of 1.0 billion Euros. The 2024 Notes were issued with an initial discount of 9.4 million Euros. In addition, the Company paid $6.5 million in debt issuance costs during the year ended December 31, 2014 . Interest on the 2024 Notes is payable annually on September 23, beginning September 23, 2015. Subject to certain limited exceptions, all payments of interest and principal, including payments made upon any redemption of the 2024 Notes, will be made in Euros. The aggregate principal value of the 2022 Notes, 2024 Notes and 2027 Notes and accrued interest thereon are designated as a hedge of the Company's net investment in certain Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities are measured based upon changes in spot rates and are recorded in " Accumulated other comprehensive income (loss) " in the Consolidated Balance Sheets. The Euro-denominated net assets of the subsidiary are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in " Accumulated other comprehensive income (loss) " in the Consolidated Balance Sheets. Since the notional amount of the recorded Euro-denominated debt and related interest are not greater than the notional amount of the Company's net investment, the Company does not expect to incur any ineffectiveness on this hedge. Debt discount is amortized using the effective interest method over the period from the origination date through the stated maturity date. The Company estimated the effective interest rates at debt origination to be 2.20% for the 2022 Notes, 3.68% for the 2025 Notes, 1.80% for the 2027 Notes and 2.48% for the 2024 Notes. For the years ended December 31, 2015 and 2014 , the Company recognized interest expense of $61.5 million and $8.6 million , respectively, related to other long-term debt which was comprised of $59.0 million and $8.1 million , respectively, for the contractual coupon interest, $1.1 million and $0.3 million , respectively, related to the amortization of debt discount and $1.4 million and $0.2 million , respectively, related to the amortization of debt issuance costs. The remaining period for amortization of debt discount and debt issuance costs is the stated maturity date for this debt. |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
TREASURY STOCK | TREASURY STOCK In the first quarter of 2016, the Company's Board of Directors authorized a program to purchase of up to $3.0 billion of the Company's common stock. The Company may from time to time make repurchases of our common stock, depending on prevailing market conditions, alternate uses of capital and other factors. In the first quarter of 2015, the Company's Board of Directors authorized the repurchase of up to $3.0 billion of the Company's common stock, in addition to amounts previously authorized. In the year ended December 31, 2015 , the Company repurchased 2,468,259 shares of its common stock in the open market for an aggregate cost of $3.0 billion related to this authorization. In the second quarter of 2013, the Company's Board of Directors authorized a program to purchase $1.0 billion of the Company's common stock, in addition to amounts previously authorized. In the second quarter of 2013 , the Company repurchased 431,910 shares for an aggregate cost of $345.5 million in privately negotiated, off-market transactions and in the third and fourth quarters of 2014, the Company repurchased 114,645 share of its common stock in privately negotiated, off-market transactions and 438,897 shares of its common stock in the open market for aggregate costs of $147.3 million and $500.0 million , respectively, related to this authorization. In the first quarter of 2015, the Company repurchased 5,813 shares for $7.2 million , which was the remaining amount of this authorization. In the third quarter of 2013, the Company repurchased 484,361 shares for an aggregate cost of $459.2 million . These shares were covered under the Company's remaining authorizations as of December 31, 2012 to repurchase common stock. In October 2013, the Company settled Conversion Spread Hedges and received 42,160 shares of common stock, with a fair value of $43.1 million , from the counterparties (see Note 7 for further detail on the Conversion Spread Hedges). The Board of Directors has given the Company the general authorization to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation. In the years ended December 31, 2015 , 2014 and 2013 , the Company repurchased 65,849 , 77,761 , and 113,503 shares at an aggregate cost of $81.9 million , $103.1 million and $78.8 million , respectively, to satisfy employee withholding taxes related to stock-based compensation. As of December 31, 2015 , there were 12,427,945 shares of the Company's common stock held in treasury. |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS | REDEEMABLE NONCONTROLLING INTERESTS On May 18, 2010, the Company, through its wholly-owned subsidiary, priceline.com International Ltd. ("PIL"), paid $108.5 million , net of cash acquired, to purchase a controlling interest of the outstanding equity of TravelJigsaw Holdings Limited (now known as rentalcars.com), a Manchester, U.K.-based international rental car reservation service. Certain key members of rentalcars.com's management team retained a noncontrolling ownership interest in rentalcars.com. In addition, certain key members of the management team of Booking.com purchased a 3% ownership interest in rentalcars.com from PIL in June 2010 (together with rentalcars.com management's investment, the "Redeemable Shares"). The holders of the Redeemable Shares had the right to put their shares to PIL and PIL had the right to call the shares in each case at a purchase price reflecting the fair value of the Redeemable Shares at the time of exercise. Subject to certain exceptions, one-third of the Redeemable Shares were subject to the put and call options in each of 2011, 2012 and 2013, respectively, during specified option exercise periods. In April 2012 and 2011, in connection with the exercise of call and put options, PIL purchased a portion of the shares underlying redeemable noncontrolling interests for an aggregate purchase price of approximately $61.1 million and $13.0 million , respectively. As a result of the April 2011 purchase, the redeemable noncontrolling interests in rentalcars.com were reduced from 24.4% to 19.0% . As a result of the April 2012 purchase, the redeemable noncontrolling interests in rentalcars.com were further reduced to 12.7% . In April 2013, in connection with the exercise of the March 2013 call and put options, PIL purchased the remaining outstanding shares underlying redeemable noncontrolling interests for an aggregate purchase price of approximately $192.5 million . Redeemable noncontrolling interests were measured at fair value, both at the date of acquisition and subsequently at each reporting period. The redeemable noncontrolling interests were reported in the Consolidated Balance Sheets in mezzanine equity in "Redeemable noncontrolling interests." A reconciliation of redeemable noncontrolling interests for the year ended December 31, 2013 is as follows (in thousands): 2013 Balance, beginning of period $ 160,287 Net income attributable to noncontrolling interests 135 Fair value adjustments (1) 42,522 Purchase of subsidiary shares at fair value (1) (192,530 ) Currency translation adjustments (10,414 ) Balance, end of period $ — (1) The fair value of the redeemable noncontrolling interests was determined by industry peer comparable analysis and a discounted cash flow valuation model. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Dec. 31, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The table below provides the balances for each classification of accumulated other comprehensive income (loss) as of December 31, 2015 and 2014 (in thousands): December 31, 2015 December 31, 2014 Foreign currency translation adjustments, net of tax (1) $ (217,263 ) $ (102,758 ) Net unrealized gain (loss) on marketable securities, net of tax (2) 462,115 (157,144 ) Accumulated other comprehensive income (loss) $ 244,852 $ (259,902 ) (1) Foreign currency translation adjustments, net of tax, includes net losses from fair value adjustments of $34.8 million after tax ( $52.6 million before tax) and $37.8 million after tax ( $57.8 million before tax) associated with derivatives designated as net investment hedges at December 31, 2015 and 2014 , respectively (see Note 5 ). Foreign currency translation adjustments, net of tax, includes foreign currency transaction gains at December 31, 2015 of $126.8 million after tax ( $220.5 million before tax) associated with the Company's 2022 Notes, 2024 Notes and 2027 Notes and foreign currency transaction gains at December 31, 2014 of $48.3 million after tax ( $83.8 million before tax) associated with the Company's 2024 Notes. The 2022 Notes, 2024 Notes and 2027 Notes are Euro-denominated debt and are designated as hedges of certain of the Company's Euro-denominated net assets (see Note 10 ). The remaining balance in foreign currency translation adjustments excludes income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States. (2) The unrealized gains before tax at December 31, 2015 were $456.1 million , of which unrealized gains of $481.3 million were exempt from tax in the Netherlands and unrealized losses of $25.2 million were taxable. The unrealized losses before tax at December 31, 2014 were $164.7 million , of which unrealized losses of $134.6 million were exempt from tax in the Netherlands and unrealized losses of $30.1 million were taxable. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES International pre-tax income was $3.1 billion , $2.9 billion and $2.2 billion for the years ended December 31, 2015 , 2014 and 2013 , respectively. U.S. pre-tax income was $35.4 million , $98.4 million , and $48.5 million for the years ended December 31, 2015 , 2014 , and 2013 , respectively. The income tax expense (benefit) for the year ended December 31, 2015 is as follows (in thousands): Current Deferred Total International $ 526,052 $ (17,789 ) $ 508,263 U.S. Federal 88,237 (68,696 ) 19,541 U.S. State 24,006 25,150 49,156 Total $ 638,295 $ (61,335 ) $ 576,960 The income tax expense (benefit) for the year ended December 31, 2014 is as follows (in thousands): Current Deferred Total International $ 496,719 $ (10,613 ) $ 486,106 U.S. Federal 10,316 47,847 58,163 U.S. State 28,953 (5,527 ) 23,426 Total $ 535,988 $ 31,707 $ 567,695 The income tax expense (benefit) for the year ended December 31, 2013 is as follows (in thousands): Current Deferred Total International $ 396,162 $ (16,314 ) $ 379,848 U.S. Federal 5,250 11,454 16,704 U.S. State 13,431 (6,244 ) 7,187 Total $ 414,843 $ (11,104 ) $ 403,739 The total U.S. pretax income for the year ended December 31, 2015, decreased compared to the year ended December 31, 2014, primarily due to higher interest expense and increased intangible amortization from the OpenTable acquisition. Income tax expense on the Company's U.S. pre-tax income for the year ended December 31, 2015, includes the impact of increases in state income tax rates on the Company's deferred tax liabilities and U.S. income tax on the Company's international interest income which increased during the year. The Company has significant deferred tax assets including U.S. net operating loss carryforwards ("NOLs"). The amount of NOLs available for the Company's use is limited by Section 382 of the Internal Revenue Code ("IRC Section 382 "). IRC Section 382 imposes limitations on the availability of a company's NOLs after a more than 50% ownership change occurs. It was determined that ownership changes, as defined in IRC Section 382 have occurred. The amount of the Company's NOLs incurred prior to each ownership change is limited based on the value of the Company on the respective dates of ownership change. At December 31, 2015 , after considering the impact of IRC Section 382 , the Company had approximately $847.9 million of available NOL's for U.S. federal income tax purposes, comprised of approximately $25.6 million of NOLs generated from operating losses and approximately $822.3 million of NOLs generated from equity-related transactions, including equity-based compensation and stock warrants. The NOLs mainly expire from December 31, 2019 to December 31, 2021. The utilization of these NOLs is dependent upon the Company's ability to generate sufficient future taxable income in the United States. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2015 and 2014 are as follows (in thousands): 2015 2014 Deferred tax assets/(liabilities): Net operating loss carryforward — U.S. $ 59,220 $ 176,786 Net operating loss carryforward — International 18,153 22,353 Accrued expenses 61,703 41,117 Stock-based compensation and other stock based payments 77,761 54,935 Other 8,001 24,456 Subtotal 224,838 319,647 Discount on convertible notes (112,886 ) (141,193 ) Intangible assets and other (822,685 ) (856,807 ) Euro denominated debt (92,230 ) (35,441 ) Fixed assets (3,658 ) (3,409 ) Less valuation allowance on deferred tax assets (64,845 ) (161,997 ) Net deferred tax liabilities (1) $ (871,466 ) $ (879,200 ) (1) Includes deferred tax assets of $21.1 million and $20.9 million as of December 31, 2015 and 2014 , respectively, reported in "Other assets" in the Consolidated Balance Sheets. The valuation allowance on deferred tax assets of $64.8 million at December 31, 2015 includes $44.8 million related to U.S. federal net operating loss carryforwards derived from equity transactions, $18.2 million related to international operations and $1.9 million related to U.S. research credits and capital loss carryforwards. Additionally, since January 1, 2006, the Company has generated additional federal tax benefits related to equity transactions that are not included in the deferred tax table above. The tax benefits not included in the table above amounted to $242.6 million as of December 31, 2015 . Pursuant to accounting guidance, these tax benefits related to equity deductions will be recognized by crediting paid-in capital, if and when they are realized by reducing the Company's current income tax liability. It is the practice and intention of the Company to reinvest the earnings of its international subsidiaries in those operations; therefore, at December 31, 2015 , no provision had been made for U.S. taxes on approximately $9.9 billion of cumulative undistributed international earnings because such earnings are intended to be indefinitely reinvested outside of the United States. It is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not indefinitely reinvested. At December 31, 2015 , the Company has approximately $620.9 million of U.S. state net operating loss carryforwards that expire mainly between December 31, 2020 and December 31, 2034, $122.5 million of non-U.S. net operating loss carryforwards, of which $49.0 million expire between December 31, 2019 and December 31, 2021, and $1.3 million of foreign capital allowance carryforwards that do not expire. At December 31, 2015 , the Company also had approximately $32.4 million of U.S. research credit carryforwards, subject to annual limitation, that mainly expire between December 31, 2033 and December 31, 2034 and $2.0 million state enterprise zone credits expiring between 2024 and 2026. A significant portion of the Company's taxable earnings are generated in the Netherlands. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 5% ("Innovation Box Tax") rather than the Dutch statutory rate of 25% . A portion of Booking.com's earnings during the years ended December 31, 2015 , 2014 and 2013 qualifies for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those years. The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 35% as a result of the following items (in thousands): 2015 2014 2013 Income tax expense at federal statutory rate $ 1,094,912 $ 1,046,307 $ 803,788 Adjustment due to: Foreign rate differential (316,078 ) (289,692 ) (226,894 ) Innovation Box Tax benefit (260,193 ) (233,545 ) (177,195 ) Other 58,319 44,625 4,040 Income tax expense $ 576,960 $ 567,695 $ 403,739 The Company accounts for uncertain tax positions based on a two step approach of recognition and measurement. The first step involves assessing whether the tax position is more likely than not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to recognize. Tax positions that meet the more likely than not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The following is a reconciliation of the total amount of unrecognized tax benefits (in thousands): 2015 2014 2013 Unrecognized tax benefit — January 1 $ 52,356 $ 22,104 $ 7,343 Gross increases — tax positions in current period 3,411 9,305 8,597 Gross increases — tax positions in prior periods 4,305 6,569 3,507 Increase acquired in business combination — 17,767 7,089 Gross decreases — tax positions in prior periods (10,365 ) (2,164 ) (495 ) Reduction due to lapse in statute of limitations (7,113 ) (346 ) (3,937 ) Reduction due to settlements during the current period — (879 ) — Unrecognized tax benefit — December 31 $ 42,594 $ 52,356 $ 22,104 The unrecognized tax benefits are included in "Other long-term liabilities" and "Deferred income taxes" in the Consolidated Balance Sheets for the years ended December 31, 2015 , 2014 and 2013 . The Company does not expect further significant changes in the amount of unrecognized tax benefits during the next twelve months. The Company's Netherlands, U.S. federal, Connecticut, Singapore, and U.K. income tax returns, constituting the returns of the major taxing jurisdictions, are subject to examination by the taxing authorities as prescribed by applicable statute. The statute of limitations remains open for: the Company's Netherlands returns from 2009 and forward; the Company's Singapore returns from 2012 and forward; the Company's U.S. Federal and Connecticut returns from 2012 and forward; and the Company's U.K. returns for the tax years 2008, 2014, and 2015. No income tax waivers have been executed that would extend the period subject to examination beyond the period prescribed by statute in the major taxing jurisdictions in which the company is a taxpayer. See Note 15 for more information regarding tax contingencies. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Competition Reviews Certain business practices common to the online travel industry have become the subject of investigations by various national competition authorities ("NCAs"), particularly in Europe. Investigations related to Booking.com's contractual parity arrangements with accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, were initiated by NCAs in France, Germany, Italy, Austria, Sweden, Ireland and Switzerland, and a number of other NCAs are also looking, or have looked, at these issues. The investigations primarily relate to whether Booking.com's price parity provisions are anti-competitive because they require accommodation providers to provide Booking.com with room rates that are at least as low as those offered to other online travel companies ("OTCs") or through the accommodation provider's website. On April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted "commitments" offered by Booking.com to resolve and close the investigations in France, Italy and Sweden. Under the commitments, Booking.com replaced its existing price parity agreements with accommodation providers with "narrow" price parity agreements. Under a "narrow" price parity agreement, subject to certain exceptions, an accommodation provider is still required to offer the same or better rates on Booking.com as it offers to a consumer directly online, but it is no longer required to offer the same or better rates on Booking.com as it offers to other OTCs. The commitments also allow an accommodation provider to, among other things, offer different terms and conditions (e.g., free WiFi) and availability to consumers that book with on-line travel companies that offer lower rates of commission or other benefits, offer lower rates to consumers that book through off-line channels and continue to discount through, among other things, accommodation loyalty programs, as long as those rates are not published or marketed online. The commitments apply to accommodations in France, Italy and Sweden and were effective on July 1, 2015. The foregoing description is a summary only and is qualified in its entirety by reference to the commitments published by the NCAs on April 21, 2015. Booking.com is in ongoing discussions with various NCAs in other countries regarding their concerns. On July 1, 2015, Booking.com voluntarily implemented the commitments given to the French, Italian and Swedish NCAs throughout the European Economic Area and Switzerland and is working with certain other European NCAs towards closing their investigations or inquiries. In October 2015, the Irish NCA closed its investigation on the basis of commitments by Booking.com identical to those given to the French, Italian and Swedish NCAs. In November 2015, the Swiss NCA closed its investigation, prohibiting any reintroduction of Booking.com's old "wide" parity agreements but permitting Booking.com to retain its existing "narrow" parity agreements with accommodations in Switzerland. A number of additional NCAs in the European Economic Area have now closed their investigations following Booking.com's implementation of the commitments in their jurisdictions. However, the Company is currently unable to predict the impact the implementation of these commitments throughout the European Economic Area and Switzerland will have on Booking.com's business or on the on-going investigations in other European countries, or on industry practice more generally. On December 23, 2015, the German NCA issued a final decision prohibiting Booking.com's "narrow" price parity agreements with accommodations in Germany. The German NCA did not issue a fine, but has reserved its position regarding an order for disgorgement of profits. Booking.com intends to appeal the German NCA’s decision. An Italian hotel association has appealed the Italian NCA's decision to accept the commitments by Booking.com. The Company is unable to predict how these appeals and the remaining investigations in other countries will ultimately be resolved. Possible outcomes include requiring Booking.com to amend or remove its rate parity clause from its contracts with accommodation providers in those jurisdictions and/or the imposition of fines. In August 2015, French legislation known as the "Macron Law" became effective. Among other things, the Macron Law makes price parity agreements illegal, including the "narrow" price parity agreements agreed to by the French NCA in April 2015. The law also requires that agreements between OTCs and hotels comply with a French agency contract form. Similar legislation prohibiting "narrow" price parity agreements has been proposed in Italy and currently is awaiting action by the Italian Senate. It is not yet clear whether the Macron Law or the proposed Italian legislation may affect our business in the long-term in France and Italy, respectively. Litigation Related to Travel Transaction Taxes The Company and certain third-party OTCs are currently involved in approximately forty lawsuits, including certified and putative class actions, brought by or against U.S. states, cities and counties over issues involving the payment of travel transaction taxes (e.g., hotel occupancy taxes, excise taxes, sales taxes, etc.). Generally, the complaints allege, among other things, that the OTCs violated each jurisdiction's respective relevant travel transaction tax ordinance with respect to the charge and remittance of amounts to cover taxes under each law. The Company believes that the laws at issue generally do not apply to the services it provides, namely the facilitation of travel reservations, and, therefore, that it does not owe the taxes that are claimed to be owed. However, the Company has been involved in this type of litigation for many years, and state and local jurisdictions where these issues have not been resolved could assert that the Company is subject to travel transaction taxes and could seek to collect such taxes, retroactively and/or prospectively. From time to time, the Company has found it expedient to settle, and may in the future agree to settle, claims pending in these matters without conceding that the claims at issue are meritorious or that the claimed taxes are in fact due to be paid. Litigation is subject to uncertainty and there could be adverse developments in these pending or future cases and proceedings. An unfavorable outcome or settlement of pending litigation may encourage the commencement of additional litigation, audit proceedings or other regulatory inquiries and also could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorneys’ fees and costs. An adverse outcome in one or more of these unresolved proceedings could have an adverse effect on our results of operations or cash flow in any given operating period. However, the Company believes that even if the Company were to suffer adverse determinations in the near term in more of the pending proceedings than currently anticipated, given results to date it would not have a material impact on its liquidity or financial condition. Accrual for Travel Transaction Taxes As a result of this litigation and other attempts by jurisdictions to levy similar taxes, the Company has established an accrual (including estimated interest and penalties) for the potential resolution of issues related to travel transaction taxes in the amount of approximately $27 million at December 31, 2015 compared to approximately $52 million at December 31, 2014 . The Company's legal expenses for these matters are expensed as incurred and are not reflected in the amount accrued. The actual cost may be less or greater, potentially significantly, than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount accrued cannot be reasonably made. In January 2013, the Tax Appeal Court for the State of Hawaii held that the Company and other OTCs are not liable for the State's transient accommodations tax, but held that the OTCs, including the Company, are liable for the State's general excise tax (“GET”) on the full amount the OTC collects from the customer for a hotel room reservation, without any offset for amounts passed through to the hotel. The Company recorded an accrual for travel transaction taxes (including estimated interest and penalties), with a corresponding charge to cost of revenues, of approximately $16.5 million in December 2012 and additional $18.7 million in the three months ended March 31, 2013, primarily due to this ruling. During the years ended December 31, 2013, 2014 and 2015, the Company paid approximately $20.6 million , $2.2 million and $0.6 million , respectively, to the State of Hawaii related to this ruling. In a mixed decision, on March 17, 2015, the Hawaii Supreme Court affirmed a ruling of the Tax Appeal Court for the State of Hawaii holding that the Company and other OTCs are not liable for the State's transient accommodations tax and upheld, in part, the Tax Court's ruling that the OTCs, including the Company, are liable for the State's GET on the margin and fee retained by an OTC as compensation in a transaction. The Hawaii Supreme Court reversed that portion of the Tax Court's decision that had held that OTCs are liable for GET on the full amount the OTC collects from the customer for a hotel room reservation, not just margin and fee, without any offset for amounts passed through to the hotel. As a result, the Company reduced its accrual for travel transaction taxes (including estimated interest and penalties) by $16.4 million with a corresponding reduction to cost of revenues in the first quarter of 2015. In addition, the Company recognized a net reduction in cost of revenue in the third quarter of 2015 of $13.7 million related to travel transaction taxes, principally due to a cash refund from the State of Hawaii for payments made in 2013. The Company is seeking the additional refund from the State of Hawaii of approximately $4 million in tax previously paid in excess of its actual liability, which will be recorded as a reduction in cost of revenues in the periods in which the cash refunds are received. Patent Infringement On February 9, 2015, International Business Machines Corporation ("IBM") filed a complaint in the U.S. District Court for the District of Delaware against The Priceline Group Inc. and its subsidiaries KAYAK Software Corporation, OpenTable, Inc. and priceline.com LLC (the "Subject Companies"). In the complaint, IBM alleges that the Subject Companies have infringed and continue to willfully infringe certain IBM patents that IBM claims relate to the presentation of applications and advertising in an interactive service, preserving state information in online transactions and single sign-on processes in a computing environment and seeks unspecified damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. The Subject Companies believe the claims to be without merit and intend to contest them. French and Italian Tax Matters French tax authorities recently concluded an audit that started in 2013 of the years 2003 through 2012. They are asserting that Booking.com has a permanent establishment in France and are seeking to recover what they assert are unpaid income taxes and value-added taxes ("VAT"). In December 2015, the French tax authorities issued an assessment for approximately 356 million Euros, the majority of which would represent penalties and interest. The Company believes that Booking.com has been, and continues to be, in compliance with French tax law, and the Company intends to contest the assessment. If the Company is unable to resolve the matter with the French authorities, it would expect to challenge the assessment in the French courts. In order to contest the assessment in court, the Company may be required to pay, upfront, the full amount or a significant part of any such assessment, though any such payment would not constitute an admission by it that it owes the tax. French authorities may decide to also audit subsequent tax years, which could result in additional assessments. Similarly, Italian tax authorities have initiated a process to determine whether Booking.com should be subject to additional tax obligations in Italy. While the Company believes that it complies with Italian tax law, Italian tax authorities may determine that the Company owes additional taxes, and may also assess penalties and interest. The Company believes that it has been, and continues to be, in compliance with Italian tax law. Other The Company accrues for certain legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Such accrued amounts are not material to the Company's consolidated balance sheets and provisions recorded have not been material to the Company's consolidated results of operations or cash flows. An estimate for a reasonably possible loss or range of loss in excess of the amount accrued cannot be reasonably made. From time to time, the Company has been, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third-party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management's attention from the Company's business objectives and adversely affect the Company's business, results of operations, financial condition and cash flows. Contingent Consideration for Business Acquisitions (see Note 19 ) Employment Contracts The Company has employment agreements with certain members of senior management that provide for cash severance payments of up to approximately $24.8 million , accelerated vesting of equity instruments, including without limitation, stock options, restricted stock units and performance share units upon, among other things, death or termination without "cause" or "good reason," as those terms are defined in the agreements. In addition, certain of the agreements provide for the extension of health and insurance benefits after termination for periods up to three years. Operating Leases The Company leases certain facilities and equipment through operating leases. Rental expense for leased office space was approximately $64.8 million , $57.2 million and $40.0 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Rental expense for data center space was approximately $21.6 million , $14.9 million and $12.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company's headquarters and the headquarters of the priceline.com business are located in Norwalk, Connecticut, United States of America, where the Company leases approximately 102,000 square feet of office space. The Booking.com business is headquartered in Amsterdam, Netherlands, where the Company leases approximately 258,000 square feet of office space; the KAYAK business is headquartered in Stamford, Connecticut, United States of America, where the Company leases approximately 18,000 square feet of office space; the agoda.com business has significant support operations in Bangkok, Thailand, where the Company leases approximately 95,000 square feet of office space; the OpenTable business is headquartered in San Francisco, California, United States of America, where the Company leases approximately 51,000 square feet of office space; and the rentalcars.com business is headquartered in Manchester, England, where the Company leases approximately 45,000 square feet of office space. The Company leases additional office space to support its operations in various locations around the world, including hosting and data center facilities in the United States, the United Kingdom, Switzerland, the Netherlands, Germany, Singapore and Hong Kong and sales and support facilities in numerous locations. The Company does not own any real estate as of December 31, 2015 . Minimum payments for operating leases for office space, data centers and equipment having initial or remaining non-cancellable terms in excess of one year have been translated into U.S. Dollars at the December 31, 2015 spot exchange rates, as applicable, and are as follows (in thousands): 2016 2017 2018 2019 2020 After 2020 Total $92,552 $80,262 $71,612 $61,286 $52,957 $106,859 $465,528 |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS The Company maintains a defined contribution 401(k) savings plan (the "Plan") covering certain U.S. employees. In connection with acquisitions, effective as of the date of such acquisitions, the Company assumed defined contribution plans covering the U.S. employees of the acquired companies. The Company also maintains certain other defined contribution plans outside of the United States for which it provides contributions for participating employees. The Company's matching contributions during the years ended December 31, 2015 , 2014 and 2013 were approximately $8.4 million , $6.2 million and $5.8 million , respectively. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | GEOGRAPHIC INFORMATION The Company's international information consists of the results of Booking.com, agoda.com and rentalcars.com and the results of the internationally-based websites of KAYAK since May 21, 2013 and OpenTable since July 24, 2014 (in each case regardless of where the consumer resides, where the consumer is physically located while making a reservation or the location of the travel service provider or restaurant). The Company's geographic information is as follows (in thousands): United States The Netherlands Other Total Company 2015 Revenues $ 1,817,360 $ 6,205,116 $ 1,201,511 $ 9,223,987 Intangible assets, net 2,052,351 78,027 37,155 2,167,533 Goodwill 2,742,535 232,982 399,483 3,375,000 Other long-lived assets 89,656 138,329 103,142 331,127 2014 Revenues $ 1,798,484 $ 5,519,207 $ 1,124,280 $ 8,441,971 Intangible assets, net 2,183,957 108,650 42,154 2,334,761 Goodwill 2,712,479 224,731 389,264 3,326,474 Other long-lived assets 80,668 97,056 77,915 255,639 2013 Revenues $ 1,769,696 $ 4,103,393 $ 920,217 $ 6,793,306 Intangible assets, net 838,494 123,847 57,644 1,019,985 Goodwill 1,247,686 156,261 363,965 1,767,912 Other long-lived assets 49,750 61,164 64,708 175,622 |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2015 Total revenues (1) $ 1,840,694 $ 2,280,397 $ 3,102,901 $ 1,999,995 Gross profit 1,672,236 2,092,906 2,947,282 1,879,383 Net income applicable to common stockholders 333,327 517,032 1,196,732 504,269 Net income applicable to common stockholders per basic common share $ 6.42 $ 10.02 $ 23.67 $ 10.14 Net income applicable to common stockholders per diluted common share $ 6.36 $ 9.94 $ 23.41 $ 10.00 First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2014 Total revenues (1) $ 1,641,802 $ 2,123,575 $ 2,836,497 $ 1,840,097 Gross profit 1,406,471 1,882,996 2,619,978 1,674,685 Net income applicable to common stockholders 331,218 576,451 1,062,253 451,831 Net income applicable to common stockholders per basic common share $ 6.35 $ 11.00 $ 20.27 $ 8.65 Net income applicable to common stockholders per diluted common share $ 6.25 $ 10.89 $ 20.03 $ 8.56 (1) As the Company's retail accommodation business, which recognizes revenue at the completion of the stay, continues to expand, our quarterly results become increasingly impacted by seasonal factors. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Acquisition activity in 2015 The Company paid approximately $75 million , net of cash acquired, to acquire certain businesses in 2015. The Company's consolidated financial statements include the accounts of these businesses starting at their respective acquisition dates. Revenues and earnings of these businesses since their respective acquisition date and pro forma results of operations have not been presented separately as such financial information is not material to the Company's results of operations. As of December 31, 2015 , the Company recognized a liability of approximately $9 million for estimated contingent payments. The estimated acquisition-date contingent liability is based upon the probability-weighted average payments for specific performance factors from the acquisition date through the performance period which ends at March 31, 2019. The range of undiscounted outcomes for the estimated contingent payments is approximately $0 to $90 million . Acquisition activity in 2014 OpenTable, Inc. On July 24, 2014, the Company acquired OpenTable, Inc., a leading online restaurant reservation business, in a cash transaction. The purchase price of OpenTable was approximately $2.5 billion (approximately $2.4 billion net of cash acquired) or $103.00 per share of OpenTable common stock. The Company funded the acquisition from cash on hand in the United States and $995 million borrowed under the Company's previous revolving credit facility, which the Company repaid during the third quarter of 2014. Also, in connection with this acquisition, the Company assumed unvested employee stock options and restricted stock units with an acquisition fair value of approximately $95 million . OpenTable has built a strong brand helping diners secure restaurant reservations online across the United States and select non-U.S. markets. OpenTable also helps restaurants manage their reservations and connect directly with their customers. The Company believes that OpenTable has significant global potential and intends to leverage its international experience and capabilities in support of OpenTable's international growth. The purchase price allocations were completed as of December 31, 2014. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in millions): Current assets (1) $ 203 Identifiable intangible assets (2) 1,435 Goodwill (3) 1,500 Other long-term assets 38 Total liabilities (4) (647 ) Total consideration $ 2,529 (1) Includes cash acquired of $126 million . (2) Acquired definite-lived intangibles, with a weighted-average life of 18.8 years , consisted of trade names of $1.1 billion with an estimated useful life of 20 years , supply and distribution agreements of $290 million with an estimated useful life of 15 years , and technology of $15 million with estimated useful life of 5 years . (3) Goodwill is not tax deductible. (4) Includes deferred tax liabilities of $543 million . The Company's consolidated financial statements include the accounts of OpenTable starting on July 24, 2014. OpenTable's revenues and earnings since the acquisition date and pro forma results of operations have not been presented separately as such financial information is not material to the Company's results of operations. Other In the second quarter of 2014, the Company acquired certain businesses that provide hotel marketing services. The Company's consolidated financial statements include the accounts of these businesses starting at their respective acquisition dates. The Company paid approximately $98 million , net of cash acquired, to purchase these businesses. As of December 31, 2014 , the Company recognized a liability of $10.7 million for estimated contingent payments related to an acquisition. In 2015, the Company paid $18.4 million to settle this contingent liability. The cash payment related to the acquisition-date estimated fair value of $10.7 million is reported as a financing activity and the remaining cash payment of $7.7 million , which was charged to general and administrative expenses as a fair value adjustment, is included as an operating activity in the Consolidated Statement of Cash Flows for the year ended December 31, 2015 . The Company incurred $6.9 million of professional fees for the year ended December 31, 2014 related to these consummated acquisitions. These acquisition-related expenses were included in general and administrative expenses. Acquisition activity in 2013 KAYAK Software Corporation On May 21, 2013, the Company acquired 100% of KAYAK Software Corporation in a stock and cash transaction. The purchase value was $2.1 billion ( $1.9 billion net of cash acquired). The Company paid $0.5 billion in cash, from cash on hand in the United States, and $1.6 billion in shares of its common stock (based upon the market value of the Company's common stock at the merger date) and the fair value of the assumed vested KAYAK stock options. These assumed vested KAYAK stock options are related to pre-combination service. A significant amount of the aggregate purchase price was allocated to definite-lived intangibles and goodwill. Also in conjunction with the acquisition, the Company assumed unvested KAYAK employee stock options, which relate to post-combination service, with an acquisition date fair value of $57.4 million . As a result of the acquisition of KAYAK, the Company expensed approximately $8.5 million of professional fees for the year ended December 31, 2013. These acquisition-related expenses were included in general and administrative expenses. In addition, the Company paid approximately $1.2 million of stock issuance costs for the year ended December 31, 2013, with an offsetting charge to additional paid-in capital. The Company's consolidated financial statements include the accounts of KAYAK starting on May 21, 2013. KAYAK's revenues and earnings since the acquisition date and pro forma results of operations have not been presented as such financial information is not material to the Company's results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, stock-based compensation, the allowance for doubtful accounts, the valuation of goodwill, long-lived assets and intangibles, income taxes, the accrual for loyalty programs, the valuation of redeemable noncontrolling interests and the accrual for travel transaction taxes. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — The Company's financial instruments, including cash, restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments. See Notes 4 , 5 , 10 and 12 for information on fair value for investments, derivatives, the Company's outstanding Senior Notes and redeemable noncontrolling interests. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. |
Restricted Cash | Restricted Cash — Restricted cash at December 31, 2015 and 2014 collateralizes office leases and supplier obligations. |
Investments | Investments — The Company has classified its investments in debt securities and equity securities with readily determinable fair value as available-for-sale securities. These securities are carried at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of " Accumulated other comprehensive income (loss) " within stockholders' equity. The fair value of the investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Investments in debt securities are considered to be impaired when a decline in fair value is judged to be other than temporary because the Company either intends to sell or it is more-likely-than not that it will have to sell the impaired security before recovery. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If the Company does not intend to sell the debt security, but it is probable that the Company will not collect all amounts due, then only the impairment due to the credit risk would be recognized in earnings and the remaining amount of the impairment would be recognized in " Accumulated other comprehensive income (loss) " within stockholders' equity. Marketable securities are presented as current assets on the Company's Consolidated Balance Sheets if they are available to meet short-term working capital needs of the Company. Marketable debt securities not held to meet short-term working capital needs of the Company are classified as short-term or long-term investments on the Company's Consolidated Balance Sheets based on the maturity date of the debt security. See Notes 4 and 5 for further detail of investments. Equity investments without readily determinable fair values, in companies over which the Company does not have the ability to exercise significant influence, are accounted for using the cost method of accounting and classified within "Other assets" in the Consolidated Balance Sheets. Under the cost method, investments are carried at cost and are adjusted to fair value only for other-than-temporary declines in fair value. |
Property and Equipment | Property and Equipment — Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease, whichever is shorter. |
Website and Software Capitalization | Website and Software Capitalization — Certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to website and mobile app development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of two to five years beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Capitalized costs associated with website and internal-use software were $44.2 million and $20.9 million for the years ended December 31, 2015 and 2014 |
Goodwill and Impairment of Long-Lived Assets and Intangible Assets | Goodwill — The Company accounts for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition. Goodwill is not subject to amortization and is reviewed at least annually for impairment, or earlier if an event occurs or circumstances change and there is an indication of impairment. The Company tests goodwill at a reporting unit level. The fair value of the reporting unit is compared to its carrying value, including goodwill. Fair values are determined based on discounted cash flows, market multiples and/or appraised values and are based on market participant assumptions. An impairment is recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. See Note 9 for further information. Impairment of Long-Lived Assets and Intangible Assets — The Company reviews long-lived assets and amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related operations. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants. |
Revenue Recognition Policy | Agency Revenues Agency revenues are derived from travel-related transactions where the Company is not the merchant of record and where the prices of the travel services are determined by third parties. Agency revenues include travel commissions, global distribution system ("GDS") reservation booking fees related to certain travel services, travel insurance fees and customer processing fees and are reported at the net amounts received, without any associated cost of revenue. Such revenues are generally recognized by the Company when the consumers complete their travel. Merchant Revenues and Cost of Merchant Revenues Merchant revenues and related cost of revenues are derived from services where the Company is the merchant of record and therefore charges the customer's credit card and subsequently pays the travel service provider for the services provided. Merchant Retail Services : Merchant revenues for the Company's merchant retail services are derived from transactions where consumers book accommodation reservations or rental car reservations from travel service providers at disclosed rates which are subject to contractual arrangements. Charges are billed to consumers by the Company at the time of booking and are included in deferred merchant bookings until the consumer completes the accommodation stay or returns the rental car. Such amounts are generally refundable upon cancellation, subject to cancellation penalties in certain cases. Merchant revenues and accounts payable to the travel service provider are recognized at the conclusion of the consumer's stay at the accommodation or return of the rental car. The Company records the difference between the reservation price to the consumer and the travel service provider cost to the Company of its merchant retail reservation services on a net basis in merchant revenue. Pursuant to the terms of the Company's opaque and retail merchant services, its travel service providers are permitted to bill the Company for the underlying cost of the service during a specified period of time. In the event that the Company is not billed by the travel provider within the specified time period, the Company reduces its cost of revenues by the unbilled amounts. Opaque Services : The Company describes its priceline.com Name Your Own Price ® and Express Deals ® travel services as "opaque" because certain elements of the service, including the identity of the travel service provider, are not disclosed to the consumer prior to making a reservation. The Name Your Own Price ® service connects consumers that are willing to accept a level of flexibility regarding their travel itinerary with travel service providers that are willing to accept a lower price in order to sell their excess capacity without disrupting their existing distribution channels or retail pricing structures. The Company's Name Your Own Price ® services use a pricing system that allows consumers to "bid" the price they are prepared to pay when submitting an offer for a particular leisure travel service. The Company accesses databases in which participating travel service providers file secure discounted rates, not generally available to the public, to determine whether it can fulfill the consumer's offer. The Company selects the travel service provider and determines the price it will accept from the consumer. Merchant revenues and cost of revenues include the selling price and cost, respectively, of the Name Your Own Price ® travel services and are reported on a gross basis. Express Deals ® allows consumers to select hotel, rental car and airline ticket reservations with price and certain information regarding amenities disclosed prior to making the reservation. The identity of the travel service provider is not known prior to committing to the non-refundable reservation. The Company records the difference between the reservation price to the consumer and the travel service provider cost to the Company of its merchant Express Deals ® reservation services on a net basis in merchant revenue. The Company recognizes revenues and costs for these services when it confirms the customer's non-refundable offer. In very limited circumstances, the Company makes certain customer concessions to satisfy disputes and complaints. The Company accrues for such estimated losses and classifies the resulting expense as adjustments to merchant revenue and cost of merchant revenues. Advertising and Other Revenues Advertising and other revenues are primarily earned by KAYAK and OpenTable and to a lesser extent by priceline.com for advertising placements on its website. KAYAK earns advertising revenue primarily by sending referrals to travel service providers and online travel companies ("OTCs") and from advertising placements on its websites and mobile applications. Generally, revenue related to referrals is earned based upon the completion of travel by a consumer or when a consumer clicks on a referral placement and revenue for advertising placements is earned based upon when a consumer clicks on an advertisement or when the Company displays an advertisement. OpenTable earns revenue primarily by facilitating restaurant reservations and providing computerized host-stand operations to restaurants through proprietary restaurant management reservation services. The Company recognizes other revenues related to OpenTable for reservation revenues when diners are seated and for subscription revenues on a straight-line basis during the contractual period over which the service is delivered. |
Loyalty Programs | Loyalty Programs The Company provides various loyalty programs. Participating customers earn loyalty points on current transactions that can be redeemed for future qualifying transactions. When the points are earned, the Company estimates the amount of loyalty points expected to be redeemed and records a reduction in revenue. At both December 31, 2015 and 2014 , a liability of $71.1 million for loyalty points programs was included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. |
Tax Recovery Charge, Occupancy Taxes and State and Local Taxes | Tax Recovery Charge, Occupancy Taxes and State and Local Taxes The Company provides an online travel service to facilitate online travel purchases by consumers from travel service providers, including accommodation, rental car and airline ticket reservations, and sometimes as part of a vacation package reservation. For merchant model transactions, the Company charges the consumer an amount intended to cover the taxes that the Company anticipates the travel service provider will owe and remit to the local taxing authorities ("tax recovery charge"). Tax rate information for calculating the tax recovery charge is provided to the Company by the travel service providers. In certain taxing jurisdictions, the Company is required by passage of a new statute or by court order to collect and remit certain taxes (local occupancy tax, general excise and/or sales tax) imposed upon its margin and/or service fee. In those jurisdictions, the Company is collecting and remitting tax as required. The tax recovery charge and occupancy and other related taxes collected from customers and remitted to those jurisdictions are reported on a net basis in the Consolidated Statement of Operations. Except in those jurisdictions, the Company does not charge the customer or remit occupancy or other related taxes based on its margin or service fee, because the Company believes that such taxes are not owed on its compensation for its services (see Note 15 ). |
Advertising - Online and Advertising - Offline | Advertising - Online — Online advertising expenses consist primarily of the costs of (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) banner, pop-up and other Internet and mobile advertisements. Online advertising expense is generally recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued online advertising liabilities of $188.2 million and $164.0 million at December 31, 2015 and 2014 , respectively. Advertising - Offline — Offline advertising expenses are primarily related to the Company's Booking.com, KAYAK and priceline.com businesses and primarily consist of television advertising. The Company expenses advertising production costs the first time the advertising is broadcast. |
Sales and Marketing | Sales and Marketing — Sales and marketing expenses consist primarily of (1) credit card processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations and other services; (3) customer relations costs; (4) public relations costs; (5) provisions for bad debt, primarily related to agency accommodation commission receivables; and (6) provisions for credit card chargebacks. |
Personnel and Stock-Based Compensation | Personnel — Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health benefits. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $186.1 million and $159.0 million at December 31, 2015 and 2014 , respectively. Stock-Based Compensation — Stock-based compensation is recognized in the financial statements based upon fair value. The fair value of performance share units and restricted stock units is determined based on the number of units or shares, as applicable, granted and the quoted price of the Company's common stock as of the grant date or acquisition date. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of employee stock options assumed in acquisitions was determined using the Black Scholes model and the market value of the Company's common stock at the respective acquisition dates. Fair value is recognized as expense on a straight line basis, net of estimated forfeitures, over the employee requisite service period. The benefits of tax deductions in excess of recognized compensation costs are reported as a credit to additional paid-in capital and as financing cash flows, but only when such excess tax benefits are realized by a reduction to current taxes payable. See Note 3 for further information on stock-based awards. |
Information Technology | Information Technology — Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) data communications and other expenses associated with operating our services; (3) outsourced data center costs; and (4) payments to outside consultants. |
Income Taxes | Income Taxes — The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as noncurrent on the balance sheet. The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required. Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change. Income taxes are not accrued for unremitted earnings of international operations that have been or are intended to be reinvested indefinitely. The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon review by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Secondly, the Company measures the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. See Note 14 for further details on income taxes. |
Segment Reporting | Segment Reporting — The Company determined that its brands constitute its operating segments. The Company's Booking.com brand represents a substantial majority of gross profit and net income. Based on similar economic characteristics and other similar operating factors, the Company has aggregated the operating segments into one reportable segment. For geographic related information, see Note 17 . |
Foreign Currency Translation | Foreign Currency Translation — The functional currency of the Company's foreign subsidiaries is generally their respective local currency. Assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at average monthly exchange rates applicable for the period. Translation gains and losses are included as a component of " Accumulated other comprehensive income (loss) " in the Company's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Foreign currency transactions and other" in the Company's Consolidated Statements of Operations. In November 2015, the Company issued Senior Notes due November 25, 2022 for an aggregate principal amount of 750 million Euros. In March 2015, the Company issued Senior Notes due March 3, 2027 for an aggregate principal amount of 1.0 billion Euros. In September 2014, the Company issued Senior Notes due September 23, 2024 for an aggregate principal amount of 1.0 billion Euros. The Company designated the carrying value, plus accrued interest, of these Euro-denominated Senior Notes as a hedge of the Company's net investment in Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities and the Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars and are included as a component of " Accumulated other comprehensive income (loss) " in the Company's Consolidated Balance Sheets (see Notes 10 and 13 ). |
Derivative Financial Instruments | Derivative Financial Instruments — As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flow and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. The Company's primary foreign currency exposures are in Euros and British Pound Sterling, in which it conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in income. The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international businesses into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in income in the period in which the change occurs and are recognized in the Consolidated Statements of Operations in "Foreign currency transactions and other." Cash flows related to these contracts are classified within "Net cash provided by operating activities" on the cash flow statement. The Company, from time to time, utilizes derivative instruments to hedge the impact of changes in currency exchange rates on the net assets of its foreign subsidiaries. These instruments are designated as net investment hedges. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The Company records gains and losses on these derivative instruments as currency translation adjustments, which offset a portion of the translation adjustments related to the foreign subsidiaries' net assets. Gains and losses are recognized in the Consolidated Balance Sheet in " Accumulated other comprehensive income (loss) " and will be realized upon a partial sale or liquidation of the investment. The Company formally documents all derivatives designated as hedging instruments for accounting purposes, both at hedge inception and on an on-going basis. These net investment hedges expose the Company to liquidity risk as the derivatives have an immediate cash flow impact upon maturity, which is not offset by the translation of the underlying hedged equity. The cash flows from these contracts are classified within " Net cash used in investing activities " on the cash flow statement. The Company does not use derivative instruments for trading or speculative purposes. The Company recognizes all derivative instruments on the balance sheet at fair value and its derivative instruments are generally short-term in duration. The derivative instruments do not contain leverage features. The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure as well as assessing the creditworthiness of its counterparties. See Note 5 for further detail on derivatives. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Classification of Deferred Taxes and Presentation of Debt Issuance Costs In November 2015, the Financial Accounting Standards Board (“FASB”) issued a new accounting update which requires companies to classify all deferred tax assets and liabilities as noncurrent in the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This update is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of this update is permitted and an entity may choose to adopt this update on either a prospective or retrospective basis. The Company adopted this accounting update in the fourth quarter of 2015 and applied it retrospectively to prior periods. The impact on the Company's Consolidated Financial Statements is summarized below. In April 2015, the FASB issued a new accounting update which changes the presentation of debt issuance costs in the financial statements. Under this new guidance, debt issuance costs, excluding costs associated with a revolving credit facility, will be presented in the balance sheets as a direct deduction from the related debt liability rather than as an asset. This accounting change is consistent with the current presentation under U.S. GAAP for debt discounts and it also converges the guidance under U.S. GAAP with that in the International Financial Reporting Standards ("IFRS"). Debt issuance costs will reduce the proceeds from debt borrowings in the cash flow statement instead of being presented as a separate line in the financing section of that financial statement. Amortization of debt issuance costs will continue to be reported as interest expense in the income statement. This accounting update does not affect the current accounting guidance for the recognition and measurement of debt issuance costs. This update is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for all entities for financial statements that have not been previously issued. The Company adopted this new accounting standard in the fourth quarter of 2015 and applied it retrospectively to prior periods. The impact on the Company's Consolidated Financial Statements is summarized below. Certain prior year amounts in the Company’s Consolidated Financial Statements have been adjusted to reflect the retrospective adoption of the two new accounting standards described above. Consolidated Balance Sheet as of December 31, 2014 (in thousands): Financial statement line As Previously Reported Adjustments Deferred Taxes Adjustments Debt Issuance Costs As Adjusted Deferred income taxes $ 153,754 $ (153,754 ) $ — $ — Total current assets 5,267,374 (153,754 ) — 5,113,620 Other assets 57,348 10,099 (25,931 ) 41,516 Total assets 14,940,563 (143,655 ) (25,931 ) 14,770,977 Accrued expenses and other current liabilities 600,758 (1,243 ) — 599,515 Convertible debt 37,195 — (45 ) 37,150 Total current liabilities 1,379,991 (1,243 ) (45 ) 1,378,703 Deferred income taxes 1,040,260 (142,412 ) — 897,848 Long-term debt 3,849,756 — (25,886 ) 3,823,870 Total liabilities 6,373,540 (143,655 ) (25,931 ) 6,203,954 Consolidated Statements of Cash Flows for the year ended December 31, 2014 and 2013 For the years ended December 31, 2014 and 2013, the Company netted payments of debt issuance costs of $17.5 million and $1.0 million against proceeds from the issuance of long-term debt of $2.3 billion and $1.0 billion , respectively. The netted balances are reported as "Proceeds from the issuance of long-term debt" in the financing section of the Consolidated Statements of Cash Flows. Other Recent Accounting Pronouncements In January 2016, the FASB issued a new accounting update which amends the guidance on the classification and measurement of financial instruments. Although the accounting update retains many current requirements, it significantly revises accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The accounting update also amends certain fair value disclosures of financial instruments and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with the entity’s evaluation of their other deferred tax assets. The update requires entities to carry all investments in equity securities, including other ownership interests such as partnerships, unincorporated joint ventures and limited liability companies at fair value, with fair value changes recognized through net income. This requirement does not apply to investments that qualify for equity method accounting, investments that result in consolidation of the investee or investments in which the entity has elected the practicability exception to fair value measurement. Under current U.S. GAAP, the Company's available-for-sale investments in equity securities with readily identifiable market value are remeasured to fair value each reporting period with changes in fair value recognized in accumulated other comprehensive income (loss). However, under the new accounting literature, fair value adjustments will be recognized through net income and could vary significantly quarter to quarter. For the investments currently accounted for under the cost method, an entity can elect to measure its investments, which do not have a readily determinable fair value, at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Additionally, this accounting update will simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. In addition, this accounting update eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is currently required to be disclosed for financial instruments measured at amortized cost in the balance sheet. This update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption, although allowed in certain circumstances, is not applicable to the Company. In September 2015, the FASB issued a new accounting update which simplifies the accounting for measurement-period adjustments to provisional amounts recognized in a business combination. Under this new guidance, an acquirer must recognize these adjustments in the reporting period in which the adjustment amounts are determined. The new accounting guidance also requires an acquirer to present separately on the face of the income statement, or disclose in the notes, the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to provision amounts had been recognized as of the acquisition date. This update is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued. The Company adopted this update in the fourth quarter of 2015 and this accounting update did not have an impact to the Company's Consolidated Financial Statements. In April 2015, the FASB issued a new accounting update which requires an entity that enters into a cloud computing arrangement to determine if the arrangement contains a software license. The accounting update cites software as a service, platform as a service, infrastructure as a service and other similar hosting arrangements as examples of cloud computing arrangements. A software license arrangement exists if both of the following criteria are met: (1) the customer has a contractual right to take possession of the underlying software without significant penalty and (2) it is feasible for the customer to run the software on their own hardware or to contract with another party unrelated to the vendor to run the software. If the arrangement meets both of these criteria, the customer would need to identify what portion of the cost relates to purchasing the software and what portion relates to paying for the service of hosting the software. The purchased software would be accounted for using the internal-use software guidance and the service costs would be accounted for as an operating expense. If the arrangement does not meet both of the criteria, the cost is an operating expense for a service contract. The guidance in this update does not change the accounting for a service contract. The update is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for all entities. The Company adopted this update in the fourth quarter of 2015 and this accounting update did not have an impact to the Company's Consolidated Financial Statements. In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued a new accounting standard on the recognition of revenue from contracts with customers that is designed to create greater comparability for financial statement users across industries and jurisdictions. The core principle of the standard is that an "entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." Additionally, the new guidance specified the accounting for some costs to obtain or fulfill a contract with a customer. The new standard will also require enhanced disclosures. The accounting standard was initially effective for public entities for annual and interim periods beginning after December 15, 2016. In July 2015, the FASB agreed to defer the effective date of the new revenue standard to annual periods beginning after December 15, 2017 with early adoption permitted as of the original effective date. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this new guidance. In April 2014, the FASB issued an accounting update which amended the definition of a discontinued operation. The new definition limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity's operations and financial results. The new definition includes an acquired business that is classified as held for sale at the date of acquisition. The accounting update requires new disclosures of both discontinued operations and a disposal of an individually significant component of an entity. The accounting update is effective for annual and interim periods beginning on or after December 15, 2014. The Company adopted this update in the first quarter of 2015 and this accounting update did not have an impact to the Company's Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncement, Early Adoption [Table Text Block] | Certain prior year amounts in the Company’s Consolidated Financial Statements have been adjusted to reflect the retrospective adoption of the two new accounting standards described above. Consolidated Balance Sheet as of December 31, 2014 (in thousands): Financial statement line As Previously Reported Adjustments Deferred Taxes Adjustments Debt Issuance Costs As Adjusted Deferred income taxes $ 153,754 $ (153,754 ) $ — $ — Total current assets 5,267,374 (153,754 ) — 5,113,620 Other assets 57,348 10,099 (25,931 ) 41,516 Total assets 14,940,563 (143,655 ) (25,931 ) 14,770,977 Accrued expenses and other current liabilities 600,758 (1,243 ) — 599,515 Convertible debt 37,195 — (45 ) 37,150 Total current liabilities 1,379,991 (1,243 ) (45 ) 1,378,703 Deferred income taxes 1,040,260 (142,412 ) — 897,848 Long-term debt 3,849,756 — (25,886 ) 3,823,870 Total liabilities 6,373,540 (143,655 ) (25,931 ) 6,203,954 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Activity of unvested restricted stock units and performance share units | The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the years ended December 31, 2013 , 2014 and 2015 : Share-Based Awards Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2012 540,128 $ 389.21 Granted 162,341 $ 730.47 Vested (258,198 ) $ 242.63 Performance Shares Adjustment 101,490 $ 681.13 Forfeited/Canceled (11,442 ) $ 579.71 Unvested at December 31, 2013 534,319 $ 615.10 Granted 128,484 $ 1,308.13 Assumed in an acquisition 43,993 $ 1,238.68 Vested (195,730 ) $ 492.22 Performance Shares Adjustment 68,499 $ 1,085.94 Forfeited/Canceled (9,250 ) $ 972.19 Unvested at December 31, 2014 570,315 $ 912.26 Granted 198,141 $ 1,226.41 Vested (161,862 ) $ 757.66 Performance Shares Adjustment 64,328 $ 1,238.30 Forfeited/Canceled (33,665 ) $ 1,151.70 Unvested at December 31, 2015 637,257 $ 1,070.10 |
Schedule of share-based compensation, stock options, activity | The following table summarizes the activity for the stock options during the years ended December 31, 2013 , 2014 and 2015 : Employee Stock Options Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (000's) Weighted Average Remaining Contractual Term (in years) Balance, December 31, 2012 71,001 $ 19.73 $ 42,647 1.3 Assumed in acquisitions 540,179 $ 260.96 Exercised (449,670 ) $ 194.68 Forfeited (23,802 ) $ 478.83 Balance, December 31, 2013 137,708 $ 315.36 $ 116,686 6.6 Assumed in acquisitions 61,897 $ 457.67 Exercised (51,003 ) $ 293.59 Forfeited (2,217 ) $ 517.91 Balance, December 31, 2014 146,385 $ 380.05 $ 111,277 6.5 Assumed in acquisitions 1,422 $ 230.37 Exercised (52,697 ) $ 355.85 Forfeited (6,006 ) $ 511.87 Balance, December 31, 2015 89,104 $ 383.03 $ 79,474 5.4 Vested and exercisable as of December 31, 2015 72,654 $ 354.59 $ 66,868 5.0 Vested and exercisable as of December 31, 2015 and expected to vest thereafter, net of estimated forfeitures 88,687 $ 383.06 $ 79,099 5.4 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | The following table summarizes, by major security type, the Company's investments as of December 31, 2015 (in thousands): Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Foreign government securities $ 395,404 $ 497 $ (104 ) $ 395,797 U.S. government securities 457,001 — (507 ) 456,494 Corporate debt securities 305,654 25 (419 ) 305,260 Commercial paper 11,688 — — 11,688 U.S. government agency securities 2,009 — (2 ) 2,007 Total short-term investments $ 1,171,756 $ 522 $ (1,032 ) $ 1,171,246 Long-term investments: Foreign government securities $ 718,947 $ 1,367 $ (683 ) $ 719,631 U.S. government securities 580,155 277 (1,982 ) 578,450 Corporate debt securities 4,294,282 1,273 (18,941 ) 4,276,614 U.S. municipal securities 1,080 3 — 1,083 Ctrip convertible debt securities 1,250,000 158,600 (30,050 ) 1,378,550 Ctrip equity securities 630,311 346,724 — 977,035 Total long-term investments $ 7,474,775 $ 508,244 $ (51,656 ) $ 7,931,363 The following table summarizes, by major security type, the Company's investments as of December 31, 2014 (in thousands): Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Foreign government securities $ 52,524 $ — $ (34 ) $ 52,490 U.S. government securities 364,276 24 (34 ) 364,266 Corporate debt securities 582,160 15 (652 ) 581,523 Commercial paper 39,092 — — 39,092 U.S. government agency securities 104,829 — (18 ) 104,811 Total short-term investments $ 1,142,881 $ 39 $ (738 ) $ 1,142,182 Long-term investments: Foreign government securities $ 12,707 $ — $ (36 ) $ 12,671 U.S. government securities 557,130 80 (762 ) 556,448 U.S. corporate debt securities 2,332,030 2,299 (5,296 ) 2,329,033 U.S. government agency securities 95,108 97 (111 ) 95,094 U.S. municipal securities 1,114 — (12 ) 1,102 Ctrip corporate debt securities 500,000 — (74,039 ) 425,961 Ctrip equity securities 421,930 — (86,586 ) 335,344 Total long-term investments $ 3,920,019 $ 2,476 $ (166,842 ) $ 3,755,653 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial instruments carried at fair value | Financial assets and liabilities are carried at fair value as of December 31, 2015 and are classified in the categories described in the tables below (in thousands): Level 1 Level 2 Total ASSETS: Cash equivalents: U.S. Treasury money market funds $ 99,117 $ — $ 99,117 Foreign government securities — 10,659 10,659 U.S. government securities — 90,441 90,441 Corporate debt securities — 1,855 1,855 Commercial paper — 335,663 335,663 Short-term investments: Foreign government securities — 395,797 395,797 U.S. government securities — 456,494 456,494 Corporate debt securities — 305,260 305,260 Commercial paper — 11,688 11,688 U.S. government agency securities — 2,007 2,007 Foreign exchange derivatives — 363 363 Long-term investments: Foreign government securities — 719,631 719,631 U.S. government securities — 578,450 578,450 Corporate debt securities — 4,276,614 4,276,614 U.S. municipal securities — 1,083 1,083 Ctrip convertible debt securities — 1,378,550 1,378,550 Ctrip equity securities 977,035 — 977,035 Total assets at fair value $ 1,076,152 $ 8,564,555 $ 9,640,707 Level 1 Level 2 Total LIABILITIES: Foreign exchange derivatives $ — $ 644 $ 644 Financial assets and liabilities are carried at fair value as of December 31, 2014 and are classified in the categories described in the tables below (in thousands): Level 1 Level 2 Total ASSETS: Cash equivalents: U.S. Treasury money market funds $ 155,608 $ — $ 155,608 Foreign government securities — 974,855 974,855 U.S. government securities — 676,503 676,503 Corporate debt securities — 45,340 45,340 Commercial paper — 382,544 382,544 U.S. government agency securities — 10,000 10,000 Short-term investments: Foreign government securities — 52,490 52,490 U.S. government securities — 364,266 364,266 Corporate debt securities — 581,523 581,523 Commercial paper — 39,092 39,092 U.S. government agency securities — 104,811 104,811 Foreign exchange derivatives — 336 336 Long-term investments: Foreign government securities — 12,671 12,671 U.S. government securities — 556,448 556,448 Corporate debt securities — 2,329,033 2,329,033 U.S. government agency securities — 95,094 95,094 U.S. municipal securities — 1,102 1,102 Ctrip convertible debt securities — 425,961 425,961 Ctrip equity securities 335,344 — 335,344 Total assets at fair value $ 490,952 $ 6,652,069 $ 7,143,021 Level 1 Level 2 Total LIABILITIES: Foreign exchange derivatives $ — $ 129 $ 129 |
ACCOUNTS RECEIVABLE RESERVES (T
ACCOUNTS RECEIVABLE RESERVES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Changes in accounts receivable reserves | Changes in accounts receivable reserves consisted of the following (in thousands): For the Year Ended December 31, 2015 2014 2013 Balance, beginning of year $ 14,212 $ 14,116 $ 10,322 Provision charged to expense 24,324 22,990 16,451 Charge-offs and adjustments (22,682 ) (21,546 ) (13,072 ) Currency translation adjustments (840 ) (1,348 ) 415 Balance, end of year $ 15,014 $ 14,212 $ 14,116 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share | A reconciliation of the weighted-average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands): For the Year Ended December 31, 2015 2014 2013 Weighted average number of basic common shares outstanding 50,940 52,301 50,924 Weighted average dilutive stock options, restricted stock units and performance share units 395 340 382 Assumed conversion of Convertible Senior Notes 258 382 1,107 Weighted average number of diluted common and common equivalent shares outstanding 51,593 53,023 52,413 Anti-dilutive potential common shares 2,563 2,574 2,384 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment at December 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Estimated Computer equipment and software $ 396,961 $ 332,650 2 to 5 years Office equipment, furniture, fixtures & leasehold improvements 138,171 110,297 2 to 11 years Total 535,132 442,947 Less: accumulated depreciation and amortization (260,346 ) (243,994 ) Property and equipment, net $ 274,786 $ 198,953 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | The Company's intangible assets at December 31, 2015 and 2014 consisted of the following (in thousands): December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortization Period Weighted Average Useful Life Supply and distribution agreements $ 824,932 $ (227,994 ) $ 596,938 $ 842,642 $ (188,441 ) $ 654,201 10 - 20 years 16 years Technology 112,639 (61,404 ) 51,235 108,987 (43,746 ) 65,241 1 - 5 years 5 years Patents 1,623 (1,562 ) 61 1,623 (1,524 ) 99 15 years 15 years Internet domain names 40,352 (20,954 ) 19,398 41,652 (16,895 ) 24,757 2 - 20 years 8 years Trade names 1,671,356 (183,101 ) 1,488,255 1,674,218 (100,850 ) 1,573,368 4-20 years 20 years Non-compete agreements 22,847 (11,201 ) 11,646 21,000 (3,908 ) 17,092 3-4 years 3 years Other 135 (135 ) — 141 (138 ) 3 Total intangible assets $ 2,673,884 $ (506,351 ) $ 2,167,533 $ 2,690,263 $ (355,502 ) $ 2,334,761 |
Annual estimated amortization expense for intangible assets for the next five years and thereafter | The annual estimated amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in thousands): 2016 $ 168,444 2017 161,207 2018 142,638 2019 132,192 2020 124,651 Thereafter 1,438,401 $ 2,167,533 |
Goodwill | A roll-forward of goodwill for the years ended December 31, 2015 and 2014 consisted of the following (in thousands): 2015 2014 Balance, beginning of year $ 3,326,474 $ 1,767,912 Acquisitions 74,584 1,590,829 Currency translation adjustments (26,058 ) (32,267 ) Balance, end of year $ 3,375,000 $ 3,326,474 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Outstanding debt as of December 31, 2015 consisted of the following (in thousands): December 31, 2015 Outstanding Principal Amount Unamortized Debt Carrying Value Long-term debt: 1.0% Convertible Senior Notes due March 2018 $ 1,000,000 $ (58,929 ) $ 941,071 0.35% Convertible Senior Notes due June 2020 1,000,000 (114,898 ) 885,102 0.9% Convertible Senior Notes due September 2021 1,000,000 (125,258 ) 874,742 2.375% (€1 Billion) Senior Notes due September 2024 1,086,957 (14,688 ) 1,072,269 3.65% Senior Notes due March 2025 500,000 (4,160 ) 495,840 1.8% (€1 Billion) Senior Notes due March 2027 1,086,957 (6,200 ) 1,080,757 2.15% (€750 Million) Senior Notes due November 2022 815,217 (6,555 ) 808,662 Total long-term debt $ 6,489,131 $ (330,688 ) $ 6,158,443 Outstanding debt as of December 31, 2014 consisted of the following (in thousands): December 31, 2014 Outstanding Principal Amount Unamortized Debt See Note 2 Carrying Value See Note 2 Short-term debt: 1.25% Convertible Senior Notes due March 2015 $ 37,524 $ (374 ) $ 37,150 Long-term debt: 1.0% Convertible Senior Notes due March 2018 $ 1,000,000 $ (84,708 ) $ 915,292 0.35% Convertible Senior Notes due June 2020 1,000,000 (138,786 ) 861,214 0.9% Convertible Senior Notes due September 2021 1,000,000 (145,311 ) 854,689 2.375% (€1 Billion) Senior Notes due September 2024 1,210,068 (17,393 ) 1,192,675 Total long-term debt $ 4,210,068 $ (386,198 ) $ 3,823,870 |
REDEEMABLE NONCONTROLLING INT39
REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Reconciliation of redeemable noncontrolling interests | A reconciliation of redeemable noncontrolling interests for the year ended December 31, 2013 is as follows (in thousands): 2013 Balance, beginning of period $ 160,287 Net income attributable to noncontrolling interests 135 Fair value adjustments (1) 42,522 Purchase of subsidiary shares at fair value (1) (192,530 ) Currency translation adjustments (10,414 ) Balance, end of period $ — (1) The fair value of the redeemable noncontrolling interests was determined by industry peer comparable analysis and a discounted cash flow valuation model. |
ACCUMULATED OTHER COMPREHENSI40
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Balances for each classification of accumulated other comprehensive income (loss) | The table below provides the balances for each classification of accumulated other comprehensive income (loss) as of December 31, 2015 and 2014 (in thousands): December 31, 2015 December 31, 2014 Foreign currency translation adjustments, net of tax (1) $ (217,263 ) $ (102,758 ) Net unrealized gain (loss) on marketable securities, net of tax (2) 462,115 (157,144 ) Accumulated other comprehensive income (loss) $ 244,852 $ (259,902 ) (1) Foreign currency translation adjustments, net of tax, includes net losses from fair value adjustments of $34.8 million after tax ( $52.6 million before tax) and $37.8 million after tax ( $57.8 million before tax) associated with derivatives designated as net investment hedges at December 31, 2015 and 2014 , respectively (see Note 5 ). Foreign currency translation adjustments, net of tax, includes foreign currency transaction gains at December 31, 2015 of $126.8 million after tax ( $220.5 million before tax) associated with the Company's 2022 Notes, 2024 Notes and 2027 Notes and foreign currency transaction gains at December 31, 2014 of $48.3 million after tax ( $83.8 million before tax) associated with the Company's 2024 Notes. The 2022 Notes, 2024 Notes and 2027 Notes are Euro-denominated debt and are designated as hedges of certain of the Company's Euro-denominated net assets (see Note 10 ). The remaining balance in foreign currency translation adjustments excludes income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States. (2) The unrealized gains before tax at December 31, 2015 were $456.1 million , of which unrealized gains of $481.3 million were exempt from tax in the Netherlands and unrealized losses of $25.2 million were taxable. The unrealized losses before tax at December 31, 2014 were $164.7 million , of which unrealized losses of $134.6 million were exempt from tax in the Netherlands and unrealized losses of $30.1 million were taxable. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | The income tax expense (benefit) for the year ended December 31, 2015 is as follows (in thousands): Current Deferred Total International $ 526,052 $ (17,789 ) $ 508,263 U.S. Federal 88,237 (68,696 ) 19,541 U.S. State 24,006 25,150 49,156 Total $ 638,295 $ (61,335 ) $ 576,960 The income tax expense (benefit) for the year ended December 31, 2014 is as follows (in thousands): Current Deferred Total International $ 496,719 $ (10,613 ) $ 486,106 U.S. Federal 10,316 47,847 58,163 U.S. State 28,953 (5,527 ) 23,426 Total $ 535,988 $ 31,707 $ 567,695 The income tax expense (benefit) for the year ended December 31, 2013 is as follows (in thousands): Current Deferred Total International $ 396,162 $ (16,314 ) $ 379,848 U.S. Federal 5,250 11,454 16,704 U.S. State 13,431 (6,244 ) 7,187 Total $ 414,843 $ (11,104 ) $ 403,739 |
Tax effects of temporary differences that give rise to significant portions of deterred tax assets and liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2015 and 2014 are as follows (in thousands): 2015 2014 Deferred tax assets/(liabilities): Net operating loss carryforward — U.S. $ 59,220 $ 176,786 Net operating loss carryforward — International 18,153 22,353 Accrued expenses 61,703 41,117 Stock-based compensation and other stock based payments 77,761 54,935 Other 8,001 24,456 Subtotal 224,838 319,647 Discount on convertible notes (112,886 ) (141,193 ) Intangible assets and other (822,685 ) (856,807 ) Euro denominated debt (92,230 ) (35,441 ) Fixed assets (3,658 ) (3,409 ) Less valuation allowance on deferred tax assets (64,845 ) (161,997 ) Net deferred tax liabilities (1) $ (871,466 ) $ (879,200 ) |
Schedule of effective income tax rate reconciliation | The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 35% as a result of the following items (in thousands): 2015 2014 2013 Income tax expense at federal statutory rate $ 1,094,912 $ 1,046,307 $ 803,788 Adjustment due to: Foreign rate differential (316,078 ) (289,692 ) (226,894 ) Innovation Box Tax benefit (260,193 ) (233,545 ) (177,195 ) Other 58,319 44,625 4,040 Income tax expense $ 576,960 $ 567,695 $ 403,739 |
Reconciliation of unrecognized tax benefits | The following is a reconciliation of the total amount of unrecognized tax benefits (in thousands): 2015 2014 2013 Unrecognized tax benefit — January 1 $ 52,356 $ 22,104 $ 7,343 Gross increases — tax positions in current period 3,411 9,305 8,597 Gross increases — tax positions in prior periods 4,305 6,569 3,507 Increase acquired in business combination — 17,767 7,089 Gross decreases — tax positions in prior periods (10,365 ) (2,164 ) (495 ) Reduction due to lapse in statute of limitations (7,113 ) (346 ) (3,937 ) Reduction due to settlements during the current period — (879 ) — Unrecognized tax benefit — December 31 $ 42,594 $ 52,356 $ 22,104 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum payments for operating leases | The Company does not own any real estate as of December 31, 2015 . Minimum payments for operating leases for office space, data centers and equipment having initial or remaining non-cancellable terms in excess of one year have been translated into U.S. Dollars at the December 31, 2015 spot exchange rates, as applicable, and are as follows (in thousands): 2016 2017 2018 2019 2020 After 2020 Total $92,552 $80,262 $71,612 $61,286 $52,957 $106,859 $465,528 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Geographic Information | The Company's geographic information is as follows (in thousands): United States The Netherlands Other Total Company 2015 Revenues $ 1,817,360 $ 6,205,116 $ 1,201,511 $ 9,223,987 Intangible assets, net 2,052,351 78,027 37,155 2,167,533 Goodwill 2,742,535 232,982 399,483 3,375,000 Other long-lived assets 89,656 138,329 103,142 331,127 2014 Revenues $ 1,798,484 $ 5,519,207 $ 1,124,280 $ 8,441,971 Intangible assets, net 2,183,957 108,650 42,154 2,334,761 Goodwill 2,712,479 224,731 389,264 3,326,474 Other long-lived assets 80,668 97,056 77,915 255,639 2013 Revenues $ 1,769,696 $ 4,103,393 $ 920,217 $ 6,793,306 Intangible assets, net 838,494 123,847 57,644 1,019,985 Goodwill 1,247,686 156,261 363,965 1,767,912 Other long-lived assets 49,750 61,164 64,708 175,622 |
SELECTED QUARTERLY FINANCIAL 44
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected quarterly financial data (unaudited) | First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2015 Total revenues (1) $ 1,840,694 $ 2,280,397 $ 3,102,901 $ 1,999,995 Gross profit 1,672,236 2,092,906 2,947,282 1,879,383 Net income applicable to common stockholders 333,327 517,032 1,196,732 504,269 Net income applicable to common stockholders per basic common share $ 6.42 $ 10.02 $ 23.67 $ 10.14 Net income applicable to common stockholders per diluted common share $ 6.36 $ 9.94 $ 23.41 $ 10.00 First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2014 Total revenues (1) $ 1,641,802 $ 2,123,575 $ 2,836,497 $ 1,840,097 Gross profit 1,406,471 1,882,996 2,619,978 1,674,685 Net income applicable to common stockholders 331,218 576,451 1,062,253 451,831 Net income applicable to common stockholders per basic common share $ 6.35 $ 11.00 $ 20.27 $ 8.65 Net income applicable to common stockholders per diluted common share $ 6.25 $ 10.89 $ 20.03 $ 8.56 (1) As the Company's retail accommodation business, which recognizes revenue at the completion of the stay, continues to expand, our quarterly results become increasingly impacted by seasonal factors. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The purchase price allocations were completed as of December 31, 2014. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in millions): Current assets (1) $ 203 Identifiable intangible assets (2) 1,435 Goodwill (3) 1,500 Other long-term assets 38 Total liabilities (4) (647 ) Total consideration $ 2,529 (1) Includes cash acquired of $126 million . (2) Acquired definite-lived intangibles, with a weighted-average life of 18.8 years , consisted of trade names of $1.1 billion with an estimated useful life of 20 years , supply and distribution agreements of $290 million with an estimated useful life of 15 years , and technology of $15 million with estimated useful life of 5 years . (3) Goodwill is not tax deductible. (4) Includes deferred tax liabilities of $543 million . |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($) | Nov. 25, 2015EUR (€) | Mar. 03, 2015EUR (€) | Dec. 31, 2014EUR (€) | Dec. 31, 2014USD ($) | Sep. 23, 2014EUR (€) | |
Accounting Policies [Abstract] | ||||||||||
Customer loyalty program liability, current | $ 71,100 | $ 71,100 | ||||||||
Accrued online advertising liabilities | 188,200 | 164,000 | ||||||||
Accrued compensation liabilities | 186,100 | 159,000 | ||||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Deferred income taxes | 0 | |||||||||
Total current assets | 3,553,237 | 5,113,620 | ||||||||
Other assets | 118,656 | 41,516 | ||||||||
Total assets | 17,420,575 | 14,770,977 | ||||||||
Accrued expenses and other current liabilities | 681,587 | 599,515 | ||||||||
Convertible debt | 0 | 37,150 | ||||||||
Total current liabilities | 1,439,310 | 1,378,703 | ||||||||
Deferred income taxes | 892,576 | 897,848 | ||||||||
Long-term debt | 6,158,443 | 3,823,870 | ||||||||
Total liabilities | $ 8,625,106 | 6,203,954 | ||||||||
Gross proceeds from long-term debt | $ 2,300,000 | $ 1,000,000 | ||||||||
2.15% Senior Notes Due November 2022 [Member] | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Senior notes face amount | € | € 750 | € 750 | ||||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Payments of debt issuance costs | $ (3,700) | |||||||||
1.8% Senior Notes Due March 2027 [Member] | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Senior notes face amount | € | 1,000 | € 1,000 | ||||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Payments of debt issuance costs | (6,300) | |||||||||
2.375% Senior Notes Due September 2024 | ||||||||||
Accounting Policies [Abstract] | ||||||||||
Senior notes face amount | € | € 1,000 | € 1,000 | € 1,000 | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Payments of debt issuance costs | (6,500) | |||||||||
New Accounting Pronouncement, Early Adoption, Effect [Member] | Accounting Standards Update 2015-17 [Member] | ||||||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Deferred income taxes | (153,754) | |||||||||
Total current assets | (153,754) | |||||||||
Other assets | 10,099 | |||||||||
Total assets | (143,655) | |||||||||
Accrued expenses and other current liabilities | (1,243) | |||||||||
Total current liabilities | (1,243) | |||||||||
Deferred income taxes | (142,412) | |||||||||
Total liabilities | (143,655) | |||||||||
New Accounting Pronouncement, Early Adoption, Effect [Member] | Accounting Standards Update 2015-03 [Member] | ||||||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Other assets | (25,931) | |||||||||
Total assets | (25,931) | |||||||||
Convertible debt | (45) | |||||||||
Total current liabilities | (45) | |||||||||
Long-term debt | (25,886) | |||||||||
Total liabilities | (25,931) | |||||||||
Scenario, Previously Reported [Member] | ||||||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Deferred income taxes | 153,754 | |||||||||
Total current assets | 5,267,374 | |||||||||
Other assets | 57,348 | |||||||||
Total assets | 14,940,563 | |||||||||
Accrued expenses and other current liabilities | 600,758 | |||||||||
Convertible debt | 37,195 | |||||||||
Total current liabilities | 1,379,991 | |||||||||
Deferred income taxes | 1,040,260 | |||||||||
Long-term debt | 3,849,756 | |||||||||
Total liabilities | $ 6,373,540 | |||||||||
Debt Issuance Costs Excluding Revolving Credit Facility [Member] | ||||||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Payments of debt issuance costs | (17,500) | $ (1,000) | ||||||||
Software Development [Member] | ||||||||||
New Accounting Pronouncement, Early Adoption [Line Items] | ||||||||||
Additions to Capitalized Website Development | $ 44,200 | $ 20,900 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 247,395 | $ 186,425 | $ 140,526 |
Share-based compensation, cumulative charges for adjustment of the estimated probable outcome on unvested performance awards | 22,600 | 20,600 | 24,100 |
Stock-based compensation cost, non-employee directors | 2,600 | 2,300 | 2,100 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 52,900 | 38,400 | 18,500 |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant term (in years) | 10 years | ||
Stock-based compensation | $ 24,900 | $ 24,700 | $ 30,900 |
1999 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available to be issued under the plan (in shares) | 2,425,519 | ||
OpenTable 2009 Equity Incentive Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available to be issued under the plan (in shares) | 145,392 | ||
Minimum | Awards Other Than Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 1 year | ||
Maximum | Awards Other Than Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 4 years |
STOCK-BASED COMPENSATION (Restr
STOCK-BASED COMPENSATION (Restricted Stock Units and Performance Share Units) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Awards Other Than Options | |||
Share-Based Awards - Shares | |||
Unvested at (in shares) | 570,315 | 534,319 | 540,128 |
Granted (in shares) | 198,141 | 128,484 | 162,341 |
Assumed in an acquisition (in shares) | 43,993 | ||
Vested (in shares) | (161,862) | (195,730) | (258,198) |
Performance Shares Adjustment (in shares) | 64,328 | 68,499 | 101,490 |
Forfeited (in shares) | (33,665) | (9,250) | (11,442) |
Unvested at (in shares) | 637,257 | 570,315 | 534,319 |
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Unvested at (in dollars per share) | $ 912.26 | $ 615.10 | $ 389.21 |
Assumed in an acquisition (in dollars per share) | 1,238.68 | ||
Granted (in dollars per share) | 1,226.41 | 1,308.13 | 730.47 |
Vested (in dollars per share) | 757.66 | 492.22 | 242.63 |
Performance Shares Adjustment (in dollars per share) | 1,238.30 | 1,085.94 | 681.13 |
Forfeited (in dollars per share) | 1,151.70 | 972.19 | 579.71 |
Unvested at (in dollars per share) | $ 1,070.10 | $ 912.26 | $ 615.10 |
Restricted stock units and performance share units aggregate grant-date fair value | $ 243 | $ 168.1 | $ 118.6 |
Aggregate grant-date fair value of restricted shares, performance share units and restricted stock units vested during the period | 122.6 | $ 96.3 | $ 62.6 |
Total future compensation cost related to unvested share-based awards | $ 336.5 | ||
Total future compensation cost related to unvested share-based awards, expected period of recognition | 1 year 11 months | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Awards - Shares | |||
Granted (in shares) | 90,518 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 1,213.18 | ||
Vesting period (in years) | 3 years | ||
Grant date fair value | $ 109.8 | ||
Performance Share Units 2015 Grants | |||
Share-Based Awards - Shares | |||
Granted (in shares) | 107,623 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 1,237.53 | ||
Grant date fair value | $ 133.2 | ||
Estimated number of probable shares to be issued (in shares) | 164,857 | ||
Maximum shares that could be issued (in shares) | 254,643 | ||
Minimum shares that could be issued (in shares) | 51,621 | ||
Performance Share Units 2014 Grants | |||
Share-Based Awards - Shares | |||
Granted (in shares) | 72,277 | ||
Unvested at (in shares) | 63,484 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 1,329.11 | ||
Grant date fair value | $ 96.1 | ||
Estimated number of probable shares to be issued (in shares) | 104,241 | ||
Maximum shares that could be issued (in shares) | 127,732 | ||
Minimum shares that could be issued (in shares) | 43,291 | ||
Performance Share Units 2013 Grants | |||
Share-Based Awards - Shares | |||
Granted (in shares) | 104,865 | ||
Unvested at (in shares) | 97,296 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 709.74 | ||
Grant date fair value | $ 74.4 | ||
Estimated number of probable shares to be issued (in shares) | 186,020 |
STOCK-BASED COMPENSATION (Sched
STOCK-BASED COMPENSATION (Schedule of Assumed Stock Options) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 247,395 | $ 186,425 | $ 140,526 | |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options exercised, total intrinsic value | $ 46,300 | $ 49,200 | $ 281,800 | |
Assumed unvested employee stock options vesting during period (in shares) | 38,689 | 41,524 | 65,293 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 24,400 | $ 24,200 | $ 30,900 | |
Stock-based compensation | 24,900 | $ 24,700 | $ 30,900 | |
Total future compensation cost related to unvested options | $ 9,700 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 4 months | |||
Number of Shares | ||||
Balance, (in shares) | 146,385 | 137,708 | 71,001 | |
Assumed in acquisitions (in shares) | 1,422 | 61,897 | 540,179 | |
Exercised (in shares) | (52,697) | (51,003) | (449,670) | |
Forfeited (in shares) | (6,006) | (2,217) | (23,802) | |
Balance, (in shares) | 89,104 | 146,385 | 137,708 | 71,001 |
Weighted Average Exercise Price | ||||
Balance, (in dollars per share) | $ 380.05 | $ 315.36 | $ 19.73 | |
Assumed in acquisitions (in dollars per share) | 230.37 | 457.67 | 260.96 | |
Exercised (in dollars per share) | 355.85 | 293.59 | 194.68 | |
Forfeited (in dollars per share) | 511.87 | 517.91 | 478.83 | |
Balance, (in dollars per share) | $ 383.03 | $ 380.05 | $ 315.36 | $ 19.73 |
Aggregate Intrinsic Value (000's) | ||||
Aggregate Intrinsic Value | $ 79,474 | $ 111,277 | $ 116,686 | $ 42,647 |
Weighted Average Remaining Contractual Term | 5 years 5 months | 6 years 6 months | 6 years 7 months | 1 year 3 months |
Vested and exercisable | ||||
Number of Shares | 72,654 | |||
Weighted Average Exercise Price (in dollars per share) | $ 354.59 | |||
Aggregate Intrinsic Value | $ 66,868 | |||
Weighted Average Remaining Contractual Term | 5 years | |||
Vested and exercisable and expected to vest thereafter, net of estimated forfeitures | ||||
Number of Shares | 88,687 | |||
Weighted Average Exercise Price (in dollars per share) | $ 383.06 | |||
Aggregate Intrinsic Value | $ 79,099 | |||
Weighted Average Remaining Contractual Term | 5 years 5 months | |||
Employee Stock Option | Assumed in an acquisition | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Acquisition date fair value of assumed options | $ 1,400 | |||
Acquisition date fair value per share of assumed stock options | $ 1,015.81 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 11, 2015 | May. 26, 2015 | Aug. 07, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities | |||||
Weighted maturity of investments | 2 years | ||||
Marketable Securities, Realized Gain (Loss) | $ 2,200 | ||||
Cost Method Investments | 62,300 | $ 600 | |||
Short-term Investments | |||||
Investments | |||||
Cost | 1,171,756 | 1,142,881 | |||
Gross Unrealized Gains | 522 | 39 | |||
Gross Unrealized Losses | (1,032) | (738) | |||
Fair Value | 1,171,246 | 1,142,182 | |||
Short-term Investments | Foreign government securities | |||||
Investments | |||||
Cost | 395,404 | 52,524 | |||
Gross Unrealized Gains | 497 | 0 | |||
Gross Unrealized Losses | (104) | (34) | |||
Fair Value | 395,797 | 52,490 | |||
Short-term Investments | U.S. government securities | |||||
Investments | |||||
Cost | 457,001 | 364,276 | |||
Gross Unrealized Gains | 0 | 24 | |||
Gross Unrealized Losses | (507) | (34) | |||
Fair Value | 456,494 | 364,266 | |||
Short-term Investments | Corporate debt securities | |||||
Investments | |||||
Cost | 305,654 | 582,160 | |||
Gross Unrealized Gains | 25 | 15 | |||
Gross Unrealized Losses | (419) | (652) | |||
Fair Value | 305,260 | 581,523 | |||
Short-term Investments | Commercial paper | |||||
Investments | |||||
Cost | 11,688 | 39,092 | |||
Gross Unrealized Gains | 0 | 0 | |||
Gross Unrealized Losses | 0 | 0 | |||
Fair Value | 11,688 | 39,092 | |||
Short-term Investments | U.S. government agency securities | |||||
Investments | |||||
Cost | 2,009 | 104,829 | |||
Gross Unrealized Gains | 0 | 0 | |||
Gross Unrealized Losses | (2) | (18) | |||
Fair Value | 2,007 | 104,811 | |||
Long-term Investments | |||||
Investments | |||||
Cost | 7,474,775 | 3,920,019 | |||
Gross Unrealized Gains | 508,244 | 2,476 | |||
Gross Unrealized Losses | (51,656) | (166,842) | |||
Fair Value | 7,931,363 | 3,755,653 | |||
Long-term Investments | Foreign government securities | |||||
Investments | |||||
Cost | 718,947 | 12,707 | |||
Gross Unrealized Gains | 1,367 | 0 | |||
Gross Unrealized Losses | (683) | (36) | |||
Fair Value | 719,631 | 12,671 | |||
Long-term Investments | U.S. government securities | |||||
Investments | |||||
Cost | 580,155 | 557,130 | |||
Gross Unrealized Gains | 277 | 80 | |||
Gross Unrealized Losses | (1,982) | (762) | |||
Fair Value | 578,450 | 556,448 | |||
Long-term Investments | Corporate debt securities | |||||
Investments | |||||
Cost | 4,294,282 | 2,332,030 | |||
Gross Unrealized Gains | 1,273 | 2,299 | |||
Gross Unrealized Losses | (18,941) | (5,296) | |||
Fair Value | 4,276,614 | 2,329,033 | |||
Long-term Investments | U.S. government agency securities | |||||
Investments | |||||
Cost | 95,108 | ||||
Gross Unrealized Gains | 97 | ||||
Gross Unrealized Losses | (111) | ||||
Fair Value | 95,094 | ||||
Long-term Investments | U.S. municipal securities | |||||
Investments | |||||
Cost | 1,080 | 1,114 | |||
Gross Unrealized Gains | 3 | 0 | |||
Gross Unrealized Losses | 0 | (12) | |||
Fair Value | 1,083 | 1,102 | |||
Ctrip.com International, Ltd. | |||||
Schedule of Available-for-sale Securities | |||||
Debt Investment, Term | 10 years | 5 years | 5 years | ||
Period over which Ctrip ADSs can be acquired | 12 months | 12 months | |||
Maximum Ownership Percentage in Ctrip | 15.00% | 10.00% | |||
Ctrip.com International, Ltd. | Long-term Investments | Ctrip convertible debt securities | |||||
Investments | |||||
Cost | $ 500,000 | $ 250,000 | $ 500,000 | 1,250,000 | 500,000 |
Gross Unrealized Gains | 158,600 | 0 | |||
Gross Unrealized Losses | (30,050) | (74,039) | |||
Fair Value | 1,378,550 | 425,961 | |||
Ctrip.com International, Ltd. | Long-term Investments | Ctrip equity securities | |||||
Investments | |||||
Cost | 630,311 | 421,930 | |||
Gross Unrealized Gains | 346,724 | 0 | |||
Gross Unrealized Losses | 0 | (86,586) | |||
Fair Value | $ 977,035 | $ 335,344 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS: | ||
Total assets at fair value | $ 9,640,707 | $ 7,143,021 |
Level 1 | ||
ASSETS: | ||
Total assets at fair value | 1,076,152 | 490,952 |
Level 2 | ||
ASSETS: | ||
Total assets at fair value | 8,564,555 | 6,652,069 |
Cash equivalents | U.S. Treasury money market funds | ||
ASSETS: | ||
Total assets at fair value | 99,117 | 155,608 |
Cash equivalents | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 10,659 | 974,855 |
Cash equivalents | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 90,441 | 676,503 |
Cash equivalents | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 335,663 | 382,544 |
Cash equivalents | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 10,000 | |
Cash equivalents | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 1,855 | 45,340 |
Cash equivalents | Level 1 | U.S. Treasury money market funds | ||
ASSETS: | ||
Total assets at fair value | 99,117 | 155,608 |
Cash equivalents | Level 1 | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Level 1 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Level 1 | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Level 1 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 0 | |
Cash equivalents | Level 1 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Level 2 | U.S. Treasury money market funds | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Level 2 | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 10,659 | 974,855 |
Cash equivalents | Level 2 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 90,441 | 676,503 |
Cash equivalents | Level 2 | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 335,663 | 382,544 |
Cash equivalents | Level 2 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 10,000 | |
Cash equivalents | Level 2 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 1,855 | 45,340 |
Short-term Investments | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 395,797 | 52,490 |
Short-term Investments | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 456,494 | 364,266 |
Short-term Investments | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 11,688 | 39,092 |
Short-term Investments | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 2,007 | 104,811 |
Short-term Investments | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 305,260 | 581,523 |
Short-term Investments | Level 1 | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Level 1 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Level 1 | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Level 1 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Level 1 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Level 2 | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 395,797 | 52,490 |
Short-term Investments | Level 2 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 456,494 | 364,266 |
Short-term Investments | Level 2 | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 11,688 | 39,092 |
Short-term Investments | Level 2 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 2,007 | 104,811 |
Short-term Investments | Level 2 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 305,260 | 581,523 |
Long-term Investments | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 719,631 | 12,671 |
Long-term Investments | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 578,450 | 556,448 |
Long-term Investments | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 95,094 | |
Long-term Investments | U.S. municipal securities | ||
ASSETS: | ||
Total assets at fair value | 1,083 | 1,102 |
Long-term Investments | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 4,276,614 | 2,329,033 |
Long-term Investments | Ctrip convertible debt securities | ||
ASSETS: | ||
Total assets at fair value | 1,378,550 | 425,961 |
Long-term Investments | Ctrip equity securities | ||
ASSETS: | ||
Total assets at fair value | 977,035 | 335,344 |
Long-term Investments | Level 1 | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Level 1 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Level 1 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 0 | |
Long-term Investments | Level 1 | U.S. municipal securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Level 1 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Level 1 | Ctrip convertible debt securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Level 1 | Ctrip equity securities | ||
ASSETS: | ||
Total assets at fair value | 977,035 | 335,344 |
Long-term Investments | Level 2 | Foreign government securities | ||
ASSETS: | ||
Total assets at fair value | 719,631 | 12,671 |
Long-term Investments | Level 2 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 578,450 | 556,448 |
Long-term Investments | Level 2 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 95,094 | |
Long-term Investments | Level 2 | U.S. municipal securities | ||
ASSETS: | ||
Total assets at fair value | 1,083 | 1,102 |
Long-term Investments | Level 2 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 4,276,614 | 2,329,033 |
Long-term Investments | Level 2 | Ctrip convertible debt securities | ||
ASSETS: | ||
Total assets at fair value | 1,378,550 | 425,961 |
Long-term Investments | Level 2 | Ctrip equity securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Foreign exchange derivatives | ||
LIABILITIES: | ||
Total liabilities at fair value | 644 | 129 |
Foreign exchange derivatives | Level 1 | ||
LIABILITIES: | ||
Total liabilities at fair value | 0 | 0 |
Foreign exchange derivatives | Level 2 | ||
LIABILITIES: | ||
Total liabilities at fair value | 644 | 129 |
Foreign exchange derivatives | Short-term Investments | ||
ASSETS: | ||
Total assets at fair value | 363 | 336 |
Foreign exchange derivatives | Short-term Investments | Level 1 | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Foreign exchange derivatives | Short-term Investments | Level 2 | ||
ASSETS: | ||
Total assets at fair value | $ 363 | $ 336 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Foreign Currency Derivatives | |||
Cost Method Investments | $ 62,300 | $ 600 | |
Derivatives Not Designated as Hedging Instruments | |||
Foreign exchange gains (losses), net of derivative activity | (13,800) | (11,800) | $ (5,500) |
Derivatives Designated as Hedging Instruments | |||
Payments for Hedge, Investing Activities | 448,640 | 94,661 | 81,870 |
Proceeds from foreign currency contracts | 453,818 | 14,354 | 3,266 |
Foreign Currency Contracts | |||
Derivatives Not Designated as Hedging Instruments | |||
Payments for Derivative Instrument Operating Activities | 33,900 | 8,900 | |
Proceeds for Derivative Instrument Operating Activities | 4,400 | ||
Derivatives Designated as Hedging Instruments | |||
Payments for Hedge, Investing Activities | 80,300 | 78,600 | |
Proceeds from foreign currency contracts | 5,200 | ||
Foreign Exchange Contracts, Translation Risk | Foreign Currency Contracts | |||
Derivatives Not Designated as Hedging Instruments | |||
Foreign exchange gains (losses) recorded in "Foreign currency transactions and other" | (6,600) | 13,700 | 300 |
Foreign Exchange Contracts, Transaction Risk | Foreign Currency Contracts | |||
Derivatives Not Designated as Hedging Instruments | |||
Foreign exchange gains (losses) recorded in "Foreign currency transactions and other" | (15,300) | (21,800) | $ 3,600 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net | (300) | 200 | |
Foreign exchange derivative assets recorded in "Prepaid expenses and other current assets" | 400 | 300 | |
Foreign exchange derivative liabilities recorded in "Accrued expenses and other current liabilities" | $ 700 | $ 100 |
ACCOUNTS RECEIVABLE RESERVES (D
ACCOUNTS RECEIVABLE RESERVES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Receivables [Abstract] | |||
Balance, beginning of year | $ 14,212 | $ 14,116 | $ 10,322 |
Provision charged to expense | 24,324 | 22,990 | 16,451 |
Charge-offs and adjustments | (22,682) | (21,546) | (13,072) |
Currency translation adjustments | (840) | (1,348) | 415 |
Balance, end of year | $ 15,014 | $ 14,212 | $ 14,116 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 23, 2013 | Dec. 31, 2006 | |
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | |||||
Weighted average number of basic common shares outstanding | 50,940,000 | 52,301,000 | 50,924,000 | ||
Weighted average dilutive stock options, restricted stock units and performance share units | 395,000 | 340,000 | 382,000 | ||
Assumed conversion of Convertible Senior Notes | 258,000 | 382,000 | 1,107,000 | ||
Weighted average number of diluted common and common equivalent shares outstanding | 51,593,000 | 53,023,000 | 52,413,000 | ||
Option indexed to issuer's equity, settlement alternatives, shares, at Fair Value | 42,160 | ||||
Convertible Debt 0.75 Percent Due September 2013 | |||||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | |||||
Debt Instrument, Face Amount | $ 172.5 | ||||
Outstanding Stock Awards | |||||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | |||||
Anti-dilutive potential common shares | 2,563,000 | 2,574,000 | 2,384,000 | ||
Convertible Debt | |||||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | |||||
Anti-dilutive potential common shares | 2,100,000 | 2,100,000 | 2,000,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 535,132 | $ 442,947 | |
Less: accumulated depreciation and amortization | (260,346) | (243,994) | |
Property and equipment, net | 274,786 | 198,953 | |
Depreciation | 101,517 | 78,241 | $ 48,365 |
Retirement of Property and Equipment | 75,000 | ||
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 396,961 | 332,650 | |
Computer equipment and software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 2 years | ||
Computer equipment and software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 5 years | ||
Office equipment, furniture, fixtures & leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 138,171 | $ 110,297 | |
Office equipment, furniture, fixtures & leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 2 years | ||
Office equipment, furniture, fixtures & leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 11 years |
INTANGIBLE ASSETS AND GOODWIL56
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | ||
Finite-lived intangible assets | |||||
Gross Carrying Amount | $ 2,673,884 | $ 2,690,263 | |||
Accumulated Amortization | (506,351) | (355,502) | |||
Net Carrying Amount | 2,167,533 | 2,334,761 | $ 1,019,985 | ||
Intangible assets amortization expense | 170,977 | 129,579 | 69,610 | ||
Annual estimated amortization expense for intangible assets | |||||
2,016 | 168,444 | ||||
2,017 | 161,207 | ||||
2,018 | 142,638 | ||||
2,019 | 132,192 | ||||
2,020 | 124,651 | ||||
Thereafter | 1,438,401 | ||||
Total | 2,167,533 | ||||
Goodwill | |||||
Balance, beginning of year | 3,326,474 | 1,767,912 | |||
Acquisitions | 74,584 | 1,590,829 | |||
Currency translation adjustments | (26,058) | (32,267) | |||
Balance, end of year | 3,375,000 | 3,326,474 | $ 1,767,912 | ||
Supply and distribution agreements | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | 824,932 | 842,642 | |||
Accumulated Amortization | (227,994) | (188,441) | |||
Net Carrying Amount | $ 596,938 | 654,201 | |||
Weighted Average Useful Life | 16 years | ||||
Supply and distribution agreements | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 10 years | ||||
Supply and distribution agreements | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 20 years | ||||
Technology | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | $ 112,639 | 108,987 | |||
Accumulated Amortization | (61,404) | (43,746) | |||
Net Carrying Amount | $ 51,235 | 65,241 | |||
Weighted Average Useful Life | 5 years | ||||
Technology | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 1 year | ||||
Technology | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 5 years | ||||
Patents | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | $ 1,623 | 1,623 | |||
Accumulated Amortization | (1,562) | (1,524) | |||
Net Carrying Amount | $ 61 | 99 | |||
Amortization Period | 15 years | ||||
Weighted Average Useful Life | 15 years | ||||
Internet domain names | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | $ 40,352 | 41,652 | |||
Accumulated Amortization | (20,954) | (16,895) | |||
Net Carrying Amount | $ 19,398 | 24,757 | |||
Weighted Average Useful Life | 8 years | ||||
Internet domain names | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 2 years | ||||
Internet domain names | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 20 years | ||||
Trade names | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | $ 1,671,356 | 1,674,218 | |||
Accumulated Amortization | (183,101) | (100,850) | |||
Net Carrying Amount | $ 1,488,255 | 1,573,368 | |||
Weighted Average Useful Life | 20 years | ||||
Trade names | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 4 years | ||||
Trade names | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 20 years | ||||
Non-compete agreements | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | $ 22,847 | 21,000 | |||
Accumulated Amortization | (11,201) | (3,908) | |||
Net Carrying Amount | $ 11,646 | 17,092 | |||
Weighted Average Useful Life | 3 years | ||||
Non-compete agreements | Minimum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 3 years | ||||
Non-compete agreements | Maximum | |||||
Finite-lived intangible assets | |||||
Amortization Period | 4 years | ||||
Other Intangible Assets [Member] | |||||
Finite-lived intangible assets | |||||
Gross Carrying Amount | $ 135 | 141 | |||
Accumulated Amortization | (135) | (138) | |||
Net Carrying Amount | 0 | 3 | |||
OpenTable | |||||
Goodwill | |||||
Balance, beginning of year | [1] | $ 1,500,000 | |||
Balance, end of year | [1] | $ 1,500,000 | |||
Reporting Unit, Amount of Carrying Value | $ 2,500,000 | ||||
OpenTable | Trade names | |||||
Finite-lived intangible assets | |||||
Amortization Period | 20 years | ||||
[1] | Goodwill is not tax deductible. |
DEBT (Revolving Credit Facility
DEBT (Revolving Credit Facility and Outstanding Debt) (Details) | Jun. 19, 2015USD ($) | Oct. 31, 2011USD ($) | Aug. 31, 2014USD ($)$ / shares | May. 31, 2013USD ($)$ / shares | Mar. 31, 2012USD ($)$ / shares | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2012USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($) | Nov. 25, 2015EUR (€) | Mar. 13, 2015USD ($) | Mar. 03, 2015EUR (€) | Dec. 31, 2014EUR (€) | Dec. 31, 2014USD ($) | Sep. 23, 2014EUR (€) | Jun. 30, 2013USD ($) | Mar. 31, 2010USD ($)$ / shares |
Debt Instrument | ||||||||||||||||||||||
Line of Credit Facility, term (in years) | 5 years | 5 years | ||||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 2,500,000 | $ 4,000,000 | ||||||||||||||||||||
Outstanding Principal Amount | 6,489,131,000 | 4,210,068,000 | ||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (330,688,000) | (386,198,000) | ||||||||||||||||||||
Carrying Value, Long Term | 6,158,443,000 | 3,823,870,000 | ||||||||||||||||||||
Estimated market value of outstanding senior notes | 7,000,000,000 | 4,800,000,000 | ||||||||||||||||||||
Amortization of debt discount | $ 66,687,000 | $ 54,731,000 | $ 55,718,000 | |||||||||||||||||||
Loss on early extinguishment of debt | 3,000 | 6,270,000 | 26,661,000 | |||||||||||||||||||
Convertible Notes | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Interest Expense, Debt | 92,700,000 | 75,300,000 | 78,200,000 | |||||||||||||||||||
Contractual coupon interest related to convertible notes included in interest expense | 22,600,000 | 17,100,000 | 17,700,000 | |||||||||||||||||||
Amortization of debt discount | 65,600,000 | 54,400,000 | 55,700,000 | |||||||||||||||||||
Amortization of debt issuance costs included in interest expense | $ 4,500,000 | $ 3,800,000 | $ 4,800,000 | |||||||||||||||||||
Debt Instrument, Interest Rate During Period | 3.40% | 3.50% | 4.40% | |||||||||||||||||||
Loss on early extinguishment of debt | $ 6,300,000 | $ 26,700,000 | ||||||||||||||||||||
Loss on early extinguishment of debt, Net of Tax | 3,800,000 | 16,200,000 | ||||||||||||||||||||
Convertible Debt 1.25 Percent Due March 2015 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Outstanding Principal Amount | 37,524,000 | |||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (374,000) | |||||||||||||||||||||
Carrying Value, Short-term Debt | $ 37,150,000 | |||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.25% | 1.25% | 1.25% | |||||||||||||||||||
Reclassification Adjustment for Convertible Debt in Mezzanine | 300,000 | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 575,000,000 | |||||||||||||||||||||
Payments of debt issuance costs | $ 13,300,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 303.06 | |||||||||||||||||||||
Cash repayment of principal amount of convertible debt | $ 37,500,000 | 122,900,000 | $ 414,600,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Cash | $ 110,100,000 | $ 2,200,000 | ||||||||||||||||||||
Shares issued in satisfaction of conversion value in excess of principal amount (in shares) | shares | 300,256 | 972,235 | ||||||||||||||||||||
Debt discount related to convertible notes, net of tax | $ 69,100,000 | |||||||||||||||||||||
Debt discount related to convertible notes, before tax | 115,200,000 | |||||||||||||||||||||
Finance costs related to convertible notes, net of tax | $ 1,600,000 | |||||||||||||||||||||
1.00% Convertible Senior Notes Due March 2018 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Outstanding Principal Amount | 1,000,000,000 | $ 1,000,000,000 | ||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (58,929,000) | (84,708,000) | ||||||||||||||||||||
Carrying Value, Long Term | $ 941,071,000 | $ 915,292,000 | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | |||||||||||||||||||||
Payments of debt issuance costs | $ 20,900,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 944.61 | |||||||||||||||||||||
Ratio of closing share price to conversion price as a condition for conversion of convertible 2015 Senior Notes, minimum (as a percent) | 150.00% | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.50% | |||||||||||||||||||||
Debt discount related to convertible notes, net of tax | $ 80,900,000 | |||||||||||||||||||||
Debt discount related to convertible notes, before tax | 135,200,000 | |||||||||||||||||||||
Finance costs related to convertible notes, net of tax | $ 2,800,000 | |||||||||||||||||||||
0.35% Senior Convertible Notes Due June 2020 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Outstanding Principal Amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (114,898,000) | (138,786,000) | ||||||||||||||||||||
Carrying Value, Long Term | $ 885,102,000 | $ 861,214,000 | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | |||||||||||||||||||||
Unamortized Debt Discount | $ 20,000,000 | |||||||||||||||||||||
Payments of debt issuance costs | $ 1,000,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1,315.10 | |||||||||||||||||||||
Ratio of closing share price to conversion price as a condition for conversion of convertible 2015 Senior Notes, minimum (as a percent) | 150.00% | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.13% | |||||||||||||||||||||
Debt discount related to convertible notes, net of tax | $ 92,400,000 | |||||||||||||||||||||
Debt discount related to convertible notes, before tax | 154,300,000 | |||||||||||||||||||||
Finance costs related to convertible notes, net of tax | $ 100,000 | |||||||||||||||||||||
Amortization of debt discount | $ 2,700,000 | $ 2,600,000 | 1,500,000 | |||||||||||||||||||
0.9% Senior Convertible Notes Due September 2021 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Outstanding Principal Amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (125,258,000) | (145,311,000) | ||||||||||||||||||||
Carrying Value, Long Term | $ 874,742,000 | $ 854,689,000 | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 0.90% | 0.90% | 0.90% | 0.90% | 0.90% | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000,000 | |||||||||||||||||||||
Payments of debt issuance costs | 11,000,000 | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2,055.50 | |||||||||||||||||||||
Ratio of closing share price to conversion price as a condition for conversion of convertible 2015 Senior Notes, minimum (as a percent) | 150.00% | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.18% | |||||||||||||||||||||
Debt discount related to convertible notes, net of tax | $ 82,500,000 | |||||||||||||||||||||
Debt discount related to convertible notes, before tax | 142,900,000 | |||||||||||||||||||||
Finance costs related to convertible notes, net of tax | 1,600,000 | |||||||||||||||||||||
2.375% Senior Notes Due September 2024 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Outstanding Principal Amount | $ 1,086,957,000 | 1,210,068,000 | ||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (14,688,000) | (17,393,000) | ||||||||||||||||||||
Carrying Value, Long Term | $ 1,072,269,000 | $ 1,192,675,000 | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 2.375% | 2.375% | 2.375% | 2.375% | 2.375% | |||||||||||||||||
Debt Instrument, Face Amount | € | € 1,000,000,000 | € 1,000,000,000 | € 1,000,000,000 | |||||||||||||||||||
Unamortized Debt Discount | € | € 9,400,000 | |||||||||||||||||||||
Payments of debt issuance costs | 6,500,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.48% | |||||||||||||||||||||
3.65% Senior Notes Due March 2025 [Member] | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Outstanding Principal Amount | $ 500,000,000 | |||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (4,160,000) | |||||||||||||||||||||
Carrying Value, Long Term | $ 495,840,000 | |||||||||||||||||||||
Interest rate stated percentage (as a percent) | 3.65% | 3.65% | 3.65% | |||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||||||||||||||||||
Unamortized Debt Discount | $ 1,300,000 | |||||||||||||||||||||
Payments of debt issuance costs | 3,200,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.68% | |||||||||||||||||||||
1.8% Senior Notes Due March 2027 [Member] | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Outstanding Principal Amount | $ 1,086,957,000 | |||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (6,200,000) | |||||||||||||||||||||
Carrying Value, Long Term | $ 1,080,757,000 | |||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.80% | 1.80% | 1.80% | |||||||||||||||||||
Debt Instrument, Face Amount | € | € 1,000,000,000 | € 1,000,000,000 | ||||||||||||||||||||
Unamortized Debt Discount | € | € 300,000 | |||||||||||||||||||||
Payments of debt issuance costs | 6,300,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.80% | |||||||||||||||||||||
2.15% Senior Notes Due November 2022 [Member] | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Outstanding Principal Amount | $ 815,217,000 | |||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (6,555,000) | |||||||||||||||||||||
Carrying Value, Long Term | $ 808,662,000 | |||||||||||||||||||||
Interest rate stated percentage (as a percent) | 2.15% | 2.15% | 2.15% | |||||||||||||||||||
Debt Instrument, Face Amount | € | € 750,000,000 | € 750,000,000 | ||||||||||||||||||||
Unamortized Debt Discount | € | € 2,212,500 | |||||||||||||||||||||
Payments of debt issuance costs | 3,700,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.20% | |||||||||||||||||||||
Minimum | 1.00% Convertible Senior Notes Due March 2018 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 days | |||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 0 | |||||||||||||||||||||
Minimum | 0.35% Senior Convertible Notes Due June 2020 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 days | |||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 0 | |||||||||||||||||||||
Minimum | 0.9% Senior Convertible Notes Due September 2021 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 days | |||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 0 | |||||||||||||||||||||
Maximum | 1.00% Convertible Senior Notes Due March 2018 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 344,000,000 | |||||||||||||||||||||
Maximum | 0.35% Senior Convertible Notes Due June 2020 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 397,000,000 | |||||||||||||||||||||
Maximum | 0.9% Senior Convertible Notes Due September 2021 | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 days | |||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 375,000,000 | |||||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Revolving credit facility | $ 2,000,000,000 | $ 1,000,000,000 | ||||||||||||||||||||
Carrying Value, Long Term | $ 0 | $ 0 | ||||||||||||||||||||
Payments of debt issuance costs | $ 4,000,000 | |||||||||||||||||||||
Unamortized debt issuance costs written off to interest expense related to debt conversions | $ 1,000,000 | |||||||||||||||||||||
Revolving Credit Facility | Minimum | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.085% | |||||||||||||||||||||
Revolving Credit Facility | Maximum | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | |||||||||||||||||||||
Revolving Credit Facility | Rate 2C | Minimum | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | |||||||||||||||||||||
Revolving Credit Facility | Rate 2C | Maximum | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||||||||||||
Letter of Credit | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Revolving credit facility | $ 70,000,000 | |||||||||||||||||||||
Swingline Loans | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Revolving credit facility | $ 50,000,000 | |||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Rate 1 | Minimum | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.875% | |||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Rate 1 | Maximum | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||||||||||||||
Federal Funds Purchased | Revolving Credit Facility | Rate 2B | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||||||||||||
One Month LIBOR | Revolving Credit Facility | Rate 2C | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||||||||
Convertible Debt Converted Debt [Member] | ||||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||||
Unamortized debt issuance costs written off to interest expense related to debt conversions | $ 500,000 | $ 2,400,000 |
DEBT (Other Long-term Debt) (De
DEBT (Other Long-term Debt) (Details) | 12 Months Ended | ||||||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015EUR (€) | Nov. 25, 2015EUR (€) | Mar. 13, 2015USD ($) | Mar. 03, 2015EUR (€) | Dec. 31, 2014EUR (€) | Sep. 23, 2014EUR (€) | |
Debt Instrument | |||||||||
Amortization of debt discount | $ 66,687,000 | $ 54,731,000 | $ 55,718,000 | ||||||
2.15% Senior Notes Due November 2022 [Member] | |||||||||
Debt Instrument | |||||||||
Interest rate stated percentage (as a percent) | 2.15% | 2.15% | |||||||
Debt Instrument, Face Amount | € | € 750,000,000 | € 750,000,000 | |||||||
Unamortized Debt Discount | € | € 2,212,500 | ||||||||
Payments of debt issuance costs | 3,700,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.20% | ||||||||
3.65% Senior Notes Due March 2025 [Member] | |||||||||
Debt Instrument | |||||||||
Interest rate stated percentage (as a percent) | 3.65% | 3.65% | |||||||
Debt Instrument, Face Amount | $ 500,000,000 | ||||||||
Unamortized Debt Discount | $ 1,300,000 | ||||||||
Payments of debt issuance costs | 3,200,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.68% | ||||||||
1.8% Senior Notes Due March 2027 [Member] | |||||||||
Debt Instrument | |||||||||
Interest rate stated percentage (as a percent) | 1.80% | 1.80% | |||||||
Debt Instrument, Face Amount | € | € 1,000,000,000 | € 1,000,000,000 | |||||||
Unamortized Debt Discount | € | € 300,000 | ||||||||
Payments of debt issuance costs | 6,300,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.80% | ||||||||
2.375% Senior Notes Due September 2024 | |||||||||
Debt Instrument | |||||||||
Interest rate stated percentage (as a percent) | 2.375% | 2.375% | 2.375% | ||||||
Debt Instrument, Face Amount | € | € 1,000,000,000 | € 1,000,000,000 | € 1,000,000,000 | ||||||
Unamortized Debt Discount | € | € 9,400,000 | ||||||||
Payments of debt issuance costs | 6,500,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.48% | ||||||||
Other Long-term Debt [Member] | |||||||||
Debt Instrument | |||||||||
Interest Expense, Debt | 61,500,000 | 8,600,000 | |||||||
Contractual coupon interest related to convertible notes included in interest expense | 59,000,000 | 8,100,000 | |||||||
Amortization of debt discount | 1,100,000 | 300,000 | |||||||
Amortization of debt issuance costs included in interest expense | $ 1,400,000 | $ 200,000 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 04, 2016 | |
Treasury Stock [Line Items] | ||||||||||
Reacquired shares, settlement of conversion spread hedges (in shares) | 42,160 | |||||||||
Reacquired shares, settlement of conversion spread hedges, value | $ 43,100 | $ (19) | ||||||||
Repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation (in shares) | 65,849 | 77,761 | 113,503 | |||||||
Repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation | $ 81,900 | $ 103,100 | $ 78,800 | |||||||
Treasury stock, shares | 9,888,024 | 12,427,945 | 9,888,024 | |||||||
Repurchase Program (Q12016) [Member] | Subsequent Event | ||||||||||
Treasury Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 3,000,000 | |||||||||
Repurchase Program (Q12015) [Member] | ||||||||||
Treasury Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 3,000,000 | |||||||||
Repurchase of common stock, excluding repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation (in shares) | 2,468,259 | |||||||||
Repurchase of common stock, excluding repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation | $ 3,000,000 | |||||||||
Repurchase Program (Q22013) [Member] | ||||||||||
Treasury Stock [Line Items] | ||||||||||
Stock repurchase program, authorized amount | $ 1,000,000 | |||||||||
Repurchase of common stock, excluding repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation (in shares) | 5,813 | 438,897 | 114,645 | 431,910 | ||||||
Repurchase of common stock, excluding repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation | $ 7,200 | $ 500,000 | $ 147,300 | $ 345,500 | ||||||
Repurchase Program (Q12010) [Member] | ||||||||||
Treasury Stock [Line Items] | ||||||||||
Repurchase of common stock, excluding repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation (in shares) | 484,361 | |||||||||
Repurchase of common stock, excluding repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation | $ 459,200 |
REDEEMABLE NONCONTROLLING INT60
REDEEMABLE NONCONTROLLING INTERESTS (Details) $ in Thousands | May. 18, 2010USD ($) | Apr. 30, 2013USD ($) | Apr. 30, 2012USD ($) | Apr. 30, 2011USD ($) | Jun. 30, 2010 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011 | Mar. 31, 2011 | |
Redeemable noncontrolling interest | ||||||||||||
Proportion of redeemable shares subject to put and call options in each of 2011, 2012 and 2013 | 0.33 | 0.33 | 0.33 | |||||||||
Payments for Repurchase of Redeemable Noncontrolling Interest | $ 192,500 | $ 61,100 | $ 13,000 | $ 0 | $ 0 | $ 192,530 | ||||||
Reconciliation of redeemable noncontrolling interests | ||||||||||||
Fair value adjustments | $ 0 | (42,522) | ||||||||||
Priceline.com International Limited (PIL) | ||||||||||||
Redeemable noncontrolling interest | ||||||||||||
Payments to purchase a controlling interest of the outstanding equity of TravelJigsaw Holdings Limited and its operating subsidiary | $ 108,500 | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 12.70% | 19.00% | 24.40% | |||||||||
Reconciliation of redeemable noncontrolling interests | ||||||||||||
Balance, beginning of period | $ 0 | 160,287 | ||||||||||
Net income attributable to noncontrolling interests | 135 | |||||||||||
Fair value adjustments | [1] | 42,522 | ||||||||||
Purchase of subsidiary shares at fair value | [1] | (192,530) | ||||||||||
Currency translation adjustments | (10,414) | |||||||||||
Balance, end of period | $ 0 | $ 160,287 | ||||||||||
Bookingcom Limited [Member] | ||||||||||||
Redeemable noncontrolling interest | ||||||||||||
Percent purchased, by certain key members of the management team of Booking.com, of ownership interest in TravelJigsaw from PIL (as a percent) | 3.00% | |||||||||||
[1] | The fair value of the redeemable noncontrolling interests was determined by industry peer comparable analysis and a discounted cash flow valuation model. |
ACCUMULATED OTHER COMPREHENSI61
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Foreign currency translation adjustments, net of tax | [1] | $ (217,263) | $ (102,758) |
Net unrealized gain (loss) on marketable securities, net of tax | [2] | 462,115 | (157,144) |
Accumulated other comprehensive income (loss) | 244,852 | (259,902) | |
Net unrealized gain (loss) on investment securities, before tax | 456,100 | (164,700) | |
Unrealized Gain/(Loss) on Investments, nontaxable in the Netherlands | (481,300) | 134,600 | |
Unrealized Gain/(Loss) on Investments, taxable | 25,200 | 30,100 | |
Euro Senior Notes [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Net gain (loss) from fair value adjustments associated with net investment hedges, before tax | 220,500 | 83,800 | |
Non-Derivative used in Net Investment Hedge, Net of Tax | 126,800 | 48,300 | |
Foreign Exchange Forward | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Derivatives used in Net Investment Hedge, Net of Tax | (34,800) | (37,800) | |
Net gain (loss) from fair value adjustments associated with net investment hedges, before tax | $ (52,600) | $ (57,800) | |
[1] | Foreign currency translation adjustments, net of tax, includes net losses from fair value adjustments of $34.8 million after tax ($52.6 million before tax) and $37.8 million after tax ($57.8 million before tax) associated with derivatives designated as net investment hedges at December 31, 2015 and 2014, respectively (see Note 5).Foreign currency translation adjustments, net of tax, includes foreign currency transaction gains at December 31, 2015 of $126.8 million after tax ($220.5 million before tax) associated with the Company's 2022 Notes, 2024 Notes and 2027 Notes and foreign currency transaction gains at December 31, 2014 of $48.3 million after tax ($83.8 million before tax) associated with the Company's 2024 Notes. The 2022 Notes, 2024 Notes and 2027 Notes are Euro-denominated debt and are designated as hedges of certain of the Company's Euro-denominated net assets (see Note 10). The remaining balance in foreign currency translation adjustments excludes income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States. | ||
[2] | The unrealized gains before tax at December 31, 2015 were $456.1 million, of which unrealized gains of $481.3 million were exempt from tax in the Netherlands and unrealized losses of $25.2 million were taxable. The unrealized losses before tax at December 31, 2014 were $164.7 million, of which unrealized losses of $134.6 million were exempt from tax in the Netherlands and unrealized losses of $30.1 million were taxable. |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Line Items] | |||
International pre-tax income | $ 3,100,000 | $ 2,900,000 | $ 2,200,000 |
Domestic pre-tax income | 35,400 | 98,400 | $ 48,500 |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 21,100 | 20,900 | |
Less valuation allowance on deferred tax assets | (64,845) | $ (161,997) | |
Federal tax deductions related to equity transactions not included in deferred tax assets | 242,600 | ||
Undistributed Earnings of Foreign Subsidiaries | $ 9,900,000 | ||
Federal | |||
Income Tax Disclosure [Line Items] | |||
Maximum change in ownership percentage allowed before statutory limitations imposed on the availability of net operating losses (as a percent) | 50.00% | ||
Net operating loss carryforwards (838.9M mainly expire between December 31, 2019 to December 31, 2021, 620.9M mainly expire between December 31, 2020 and December 31, 2034, 49.0M expire between December 31, 2019 and December 31, 2021) | $ 847,900 | ||
Statutory federal rate (as a percent) | 35.00% | ||
Federal | Operating Losses [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards (838.9M mainly expire between December 31, 2019 to December 31, 2021, 620.9M mainly expire between December 31, 2020 and December 31, 2034, 49.0M expire between December 31, 2019 and December 31, 2021) | $ 25,600 | ||
Federal | Equity-related | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards (838.9M mainly expire between December 31, 2019 to December 31, 2021, 620.9M mainly expire between December 31, 2020 and December 31, 2034, 49.0M expire between December 31, 2019 and December 31, 2021) | 822,300 | ||
Less valuation allowance on deferred tax assets | (44,800) | ||
State | Operating Losses [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards (838.9M mainly expire between December 31, 2019 to December 31, 2021, 620.9M mainly expire between December 31, 2020 and December 31, 2034, 49.0M expire between December 31, 2019 and December 31, 2021) | 620,900 | ||
State | State Enterprise Zoning Credits | |||
Income Tax Disclosure [Line Items] | |||
Other tax carryforwards (1.3M do not expire, 32.4M mainly expire between December 31, 2033 and December 31, 2034, 2M expire between 2024 and 2026) | 2,000 | ||
State | Capital allowance | |||
Income Tax Disclosure [Line Items] | |||
Less valuation allowance on deferred tax assets | (1,900) | ||
Foreign | |||
Income Tax Disclosure [Line Items] | |||
Less valuation allowance on deferred tax assets | (18,200) | ||
Foreign | Operating Losses [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards (838.9M mainly expire between December 31, 2019 to December 31, 2021, 620.9M mainly expire between December 31, 2020 and December 31, 2034, 49.0M expire between December 31, 2019 and December 31, 2021) | 122,500 | ||
Foreign | Capital allowance | |||
Income Tax Disclosure [Line Items] | |||
Other tax carryforwards (1.3M do not expire, 32.4M mainly expire between December 31, 2033 and December 31, 2034, 2M expire between 2024 and 2026) | 1,300 | ||
Domestic Tax Authority [Member] | Research credit | |||
Income Tax Disclosure [Line Items] | |||
Other tax carryforwards (1.3M do not expire, 32.4M mainly expire between December 31, 2033 and December 31, 2034, 2M expire between 2024 and 2026) | $ 32,400 | ||
Dutch | |||
Income Tax Disclosure [Line Items] | |||
Effective income tax rate on qualifying innovative activities at Innovation Box Tax rate (as a percent) | 5.00% | ||
Statutory federal rate (as a percent) | 25.00% | ||
Expiration Period between, December 31, 2019 and December 31, 20121 [Member] | Foreign | Operating Losses [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards (838.9M mainly expire between December 31, 2019 to December 31, 2021, 620.9M mainly expire between December 31, 2020 and December 31, 2034, 49.0M expire between December 31, 2019 and December 31, 2021) | $ 49,000 |
INCOME TAXES (Income Tax expens
INCOME TAXES (Income Tax expense (benefit))(Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current | |||
International | $ 526,052 | $ 496,719 | $ 396,162 |
U.S. Federal | 88,237 | 10,316 | 5,250 |
U.S. State | 24,006 | 28,953 | 13,431 |
Total | 638,295 | 535,988 | 414,843 |
Deferred | |||
International | (17,789) | (10,613) | (16,314) |
U.S. Federal | (68,696) | 47,847 | 11,454 |
U.S. State | 25,150 | (5,527) | (6,244) |
Total | (61,335) | 31,707 | (11,104) |
Total | |||
International | 508,263 | 486,106 | 379,848 |
U.S. Federal | 19,541 | 58,163 | 16,704 |
U.S. State | 49,156 | 23,426 | 7,187 |
Income tax expense | $ 576,960 | $ 567,695 | $ 403,739 |
INCOME TAXES (Net deferred tax
INCOME TAXES (Net deferred tax Assets/(Liabilities)) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred tax assets/(liabilities). | |||
Net operating loss carryforward — U.S. | $ 59,220 | $ 176,786 | |
Net operating loss carryforward — International | 18,153 | 22,353 | |
Accrued expenses | 61,703 | 41,117 | |
Stock-based compensation and other stock based payments | 77,761 | 54,935 | |
Other | 8,001 | 24,456 | |
Subtotal | 224,838 | 319,647 | |
Discount on convertible notes | (112,886) | (141,193) | |
Intangible assets and other | (822,685) | (856,807) | |
Euro denominated debt | (92,230) | (35,441) | |
Fixed assets | (3,658) | (3,409) | |
Less valuation allowance on deferred tax assets | (64,845) | (161,997) | |
Net deferred tax assets (liabilities) | [1] | $ (871,466) | $ (879,200) |
[1] | (1) Includes deferred tax assets of $21.1 million and $20.9 million as of December 31, 2015 and 2014, respectively, reported in "Other assets" in the Consolidated Balance Sheets. |
INCOME TAXES (Effective Income
INCOME TAXES (Effective Income Tax Rate Reconciliation and Income Tax Contingencies) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of effective income tax rate and amount computed using expected U.S. statutory federal rate | |||
Income tax expense at federal statutory rate | $ 1,094,912 | $ 1,046,307 | $ 803,788 |
Adjustment due to: | |||
Foreign rate differential | (316,078) | (289,692) | (226,894) |
Innovation Box Tax benefit | (260,193) | (233,545) | (177,195) |
Other | 58,319 | 44,625 | 4,040 |
Income tax expense | 576,960 | 567,695 | 403,739 |
Unrecognized tax benefits | |||
Unrecognized tax benefit — January 1 | 52,356 | 22,104 | 7,343 |
Gross increases — tax positions in current period | 3,411 | 9,305 | 8,597 |
Gross increases — tax positions in prior periods | 4,305 | 6,569 | 3,507 |
Increase acquired in business combination | 0 | 17,767 | 7,089 |
Gross decreases — tax positions in prior periods | (10,365) | (2,164) | (495) |
Reduction due to lapse in statute of limitations | (7,113) | (346) | (3,937) |
Reduction due to settlements during the current period | 0 | (879) | 0 |
Unrecognized tax benefit — December 31 | $ 42,594 | $ 52,356 | $ 22,104 |
COMMITMENTS AND CONTINGENCIES66
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2012USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2013USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2015USD ($)Cases | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Employment Contracts [Abstract] | ||||||||
Maximum cash severance payments provided for in the employment agreements | $ 24.8 | |||||||
Extension period for health and insurance benefits after termination, high end of range (in years) | 3 years | 3 years | ||||||
Litigation Related to Hotel Occupany and Other Taxes | ||||||||
Travel Transaction Taxes | ||||||||
Loss Contingency Number of Lawsuits | Cases | 40 | |||||||
Reserve for the potential resolution of issues related to travel transaction taxes (in dollars) | $ 27 | $ 52 | ||||||
French Tax Audit [Member] | ||||||||
Travel Transaction Taxes | ||||||||
Assessed taxes including interest and penalties (in dollars) | € | € 356 | |||||||
HAWAII | Litigation Related to Hotel Occupany and Other Taxes | ||||||||
Travel Transaction Taxes | ||||||||
Assessed taxes including interest and penalties (in dollars) | $ 16.5 | $ 18.7 | ||||||
Payments of tax and interest for loss contingency related to travel transaction taxes (in dollars) | 0.6 | $ 2.2 | $ 20.6 | |||||
Loss Contingency, Reversal of Liability based on rulings | $ 16.4 | |||||||
Loss Contingency, Refund amount based on rulings | $ 13.7 | |||||||
Loss Contingency, Amount expected to be refunded based on rulings | $ 4 |
COMMITMENTS AND CONTINGENCIES67
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Operating Lease, Types [Line Items] | |||
2,016 | $ 92,552 | ||
2,017 | 80,262 | ||
2,018 | 71,612 | ||
2,019 | 61,286 | ||
2,020 | 52,957 | ||
After 2,020 | 106,859 | ||
Total | 465,528 | ||
Office Leases [Member] | |||
Operating Lease, Types [Line Items] | |||
Operating Leases, Rent Expense, Net | 64,800 | $ 57,200 | $ 40,000 |
Data Center Space, Leases [Member] | |||
Operating Lease, Types [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 21,600 | $ 14,900 | $ 12,500 |
Norwalk, Connecticut [Member] | Parent Company [Member] | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 102,000 | ||
Amsterdam, Netherlands [Member] | Booking.com | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 258,000 | ||
Stamford, Connecticut [Member] | KAYAK | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 18,000 | ||
Bangkok, Thailand [Member] | agoda [Member] | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 95,000 | ||
San Francisco, California [Member] | OpenTable | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 51,000 | ||
Manchester, England [Member] | Rentalcars Dot Com [Member] | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 45,000 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Contribution Plan, Cost Recognized | $ 8.4 | $ 6.2 | $ 5.8 |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2014 | Sep. 30, 2014 | [1] | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Geographic Information | |||||||||||||||||||
Revenues | $ 1,999,995 | [1] | $ 3,102,901 | $ 2,280,397 | $ 1,840,694 | $ 1,840,097 | [1] | $ 2,836,497 | $ 2,123,575 | $ 1,641,802 | $ 9,223,987 | $ 8,441,971 | $ 6,793,306 | ||||||
Intangible assets, net | 2,167,533 | 2,334,761 | 2,167,533 | 2,334,761 | 1,019,985 | ||||||||||||||
Goodwill | 3,375,000 | 3,326,474 | 3,375,000 | 3,326,474 | 1,767,912 | ||||||||||||||
Other long-lived assets | 331,127 | 255,639 | 331,127 | 255,639 | 175,622 | ||||||||||||||
United States | |||||||||||||||||||
Geographic Information | |||||||||||||||||||
Revenues | 1,817,360 | 1,798,484 | 1,769,696 | ||||||||||||||||
Intangible assets, net | 2,052,351 | 2,183,957 | 2,052,351 | 2,183,957 | 838,494 | ||||||||||||||
Goodwill | 2,742,535 | 2,712,479 | 2,742,535 | 2,712,479 | 1,247,686 | ||||||||||||||
Other long-lived assets | 89,656 | 80,668 | 89,656 | 80,668 | 49,750 | ||||||||||||||
The Netherlands | |||||||||||||||||||
Geographic Information | |||||||||||||||||||
Revenues | 6,205,116 | 5,519,207 | 4,103,393 | ||||||||||||||||
Intangible assets, net | 78,027 | 108,650 | 78,027 | 108,650 | 123,847 | ||||||||||||||
Goodwill | 232,982 | 224,731 | 232,982 | 224,731 | 156,261 | ||||||||||||||
Other long-lived assets | 138,329 | 97,056 | 138,329 | 97,056 | 61,164 | ||||||||||||||
Other | |||||||||||||||||||
Geographic Information | |||||||||||||||||||
Revenues | 1,201,511 | 1,124,280 | 920,217 | ||||||||||||||||
Intangible assets, net | 37,155 | 42,154 | 37,155 | 42,154 | 57,644 | ||||||||||||||
Goodwill | 399,483 | 389,264 | 399,483 | 389,264 | 363,965 | ||||||||||||||
Other long-lived assets | $ 103,142 | $ 77,915 | $ 103,142 | $ 77,915 | $ 64,708 | ||||||||||||||
[1] | As the Company's retail accommodation business, which recognizes revenue at the completion of the stay, continues to expand, our quarterly results become increasingly impacted by seasonal factors. |
SELECTED QUARTERLY FINANCIAL 70
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Total revenues | $ 1,999,995 | [1] | $ 3,102,901 | [1] | $ 2,280,397 | [1] | $ 1,840,694 | [1] | $ 1,840,097 | [1] | $ 2,836,497 | [1] | $ 2,123,575 | [1] | $ 1,641,802 | [1] | $ 9,223,987 | $ 8,441,971 | $ 6,793,306 |
Gross profit | 1,879,383 | 2,947,282 | 2,092,906 | 1,672,236 | 1,674,685 | 2,619,978 | 1,882,996 | 1,406,471 | 8,591,807 | 7,584,130 | 5,715,886 | ||||||||
Net income | $ 504,269 | $ 1,196,732 | $ 517,032 | $ 333,327 | $ 451,831 | $ 1,062,253 | $ 576,451 | $ 331,218 | $ 2,551,360 | $ 2,421,753 | $ 1,892,798 | ||||||||
Net income applicable to common stockholders per basic common share | $ 10.14 | $ 23.67 | $ 10.02 | $ 6.42 | $ 8.65 | $ 20.27 | $ 11 | $ 6.35 | $ 50.09 | $ 46.30 | $ 37.17 | ||||||||
Net income applicable to common stockholders per diluted common share | $ 10 | $ 23.41 | $ 9.94 | $ 6.36 | $ 8.56 | $ 20.03 | $ 10.89 | $ 6.25 | $ 49.45 | $ 45.67 | $ 36.11 | ||||||||
[1] | As the Company's retail accommodation business, which recognizes revenue at the completion of the stay, continues to expand, our quarterly results become increasingly impacted by seasonal factors. |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Jul. 24, 2014 | May. 21, 2013 | May. 21, 2013 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2015 | ||
Business Acquisition [Line Items] | ||||||||||
Long-term Debt | $ 6,158,443,000 | $ 3,823,870,000 | ||||||||
Acquisition related costs | 6,900,000 | |||||||||
Goodwill | 3,375,000,000 | 3,326,474,000 | $ 1,767,912,000 | |||||||
Stock issuance costs paid | 0 | 0 | 1,191,000 | |||||||
Cash paid to settle contingent consideration | 18,400,000 | |||||||||
Cash paid to settle contingent consideration, financing activities | 10,700,000 | |||||||||
Cash paid to settle contingent consideration, operating activities | 7,700,000 | |||||||||
OpenTable | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price, total consideration | $ 2,500,000,000 | 2,529,000,000 | ||||||||
Purchase price net of cash acquired | $ 2,400,000,000 | |||||||||
Business Acquisition, Share Price | $ 103 | |||||||||
Acquisition date fair value of assumed equity awards | $ 95,000,000 | |||||||||
Cash Acquired from Acquisition | $ 126,000,000 | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 10 months | |||||||||
Current assets | [1] | $ 203,000,000 | ||||||||
Identifiable intangible assets | [2] | 1,435,000,000 | ||||||||
Deferred Tax Liabilities, Intangible Assets | 543,000,000 | |||||||||
Goodwill | 1,500,000,000 | [3] | $ 1,500,000,000 | |||||||
Other long-term assets | 38,000,000 | |||||||||
Total liabilities | [4] | (647,000,000) | ||||||||
Series of Individually Immaterial Business Acquisitions | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 98,000,000 | 75,000,000 | ||||||||
Business Combination, Contingent Consideration, Liability | 9,000,000 | 10,700,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 90,000,000 | |||||||||
KAYAK | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price, total consideration | $ 2,100,000,000 | $ 2,100,000,000 | ||||||||
Purchase price net of cash acquired | 1,900,000,000 | $ 1,900,000,000 | ||||||||
Acquisition date fair value of assumed equity awards | $ 57,400,000 | |||||||||
Acquisition related costs | 8,500,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | ||||||||
Payments to Acquire Businesses, Gross | $ 500,000,000 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,600,000,000 | |||||||||
Stock issuance costs paid | $ 1,200,000 | |||||||||
Trade names | OpenTable | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Identifiable intangible assets | $ 1,100,000,000 | |||||||||
Amortization Period | 20 years | |||||||||
Customer Relationships | OpenTable | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Identifiable intangible assets | $ 290,000,000 | |||||||||
Amortization Period | 15 years | |||||||||
Technology-Based Intangible Assets | OpenTable | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Identifiable intangible assets | $ 15,000,000 | |||||||||
Amortization Period | 5 years | |||||||||
Revolving Credit Facility | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Long-term Debt | $ 0 | $ 0 | ||||||||
Revolving Credit Facility | OpenTable | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Long-term Debt | $ 995,000,000 | |||||||||
[1] | ncludes cash acquired of $126 million. | |||||||||
[2] | Acquired definite-lived intangibles, with a weighted-average life of 18.8 years, consisted of trade names of $1.1 billion with an estimated useful life of 20 years, supply and distribution agreements of $290 million with an estimated useful life of 15 years, and technology of $15 million with estimated useful life of 5 years. | |||||||||
[3] | Goodwill is not tax deductible. | |||||||||
[4] | Includes deferred tax liabilities of $543 million. |