Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2013 | Oct. 18, 2013 | Oct. 18, 2013 | |
Common Stock | Class B Common Stock | ||
Document Information [Line Items] | |||
Document Type | 10-Q | ||
Amendment Flag | FALSE | ||
Document Period End Date | 30-Sep-13 | ||
Document Fiscal Year Focus | 2013 | ||
Document Fiscal Period Focus | Q3 | ||
Trading Symbol | EXPE | ||
Entity Registrant Name | EXPEDIA, INC. | ||
Entity Central Index Key | 1324424 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 117,552,898 | 12,799,999 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Revenue | $1,401,860 | $1,199,020 | $3,619,244 | $3,055,488 | ||||
Costs and expenses: | ||||||||
Cost of revenue | 276,318 | [1] | 243,633 | [1] | 789,506 | [1] | 673,472 | [1] |
Selling and marketing | 625,296 | [1],[2] | 505,756 | [1],[2] | 1,711,919 | [1],[2] | 1,327,401 | [1],[2] |
Technology and content | 143,816 | [1] | 125,617 | [1] | 422,781 | [1] | 350,554 | [1] |
General and administrative | 92,351 | [1] | 85,140 | [1] | 276,618 | [1] | 246,936 | [1] |
Amortization of intangible assets | 18,514 | 9,474 | 49,921 | 21,527 | ||||
Legal reserves, occupancy tax and other | 6,874 | 2,310 | 74,678 | 5,384 | ||||
Acquisition-related and other | 66,472 | [1] | ||||||
Operating income | 238,691 | 227,090 | 227,349 | 430,214 | ||||
Other income (expense): | ||||||||
Interest income | 6,642 | 7,759 | 19,837 | 20,574 | ||||
Interest expense | -21,966 | -22,101 | -65,343 | -65,482 | ||||
Other, net | -11,287 | -8,410 | -1,611 | -19,277 | ||||
Total other expense, net | -26,611 | -22,752 | -47,117 | -64,185 | ||||
Income from continuing operations before income taxes | 212,080 | 204,338 | 180,232 | 366,029 | ||||
Provision for income taxes | -45,356 | -36,150 | -57,861 | -70,145 | ||||
Income from continuing operations | 166,724 | 168,188 | 122,371 | 295,884 | ||||
Discontinued operations, net of taxes | 1,543 | -22,346 | ||||||
Net income | 166,724 | 169,731 | 122,371 | 273,538 | ||||
Net (income) loss attributable to noncontrolling interests | 4,135 | 1,746 | 15,762 | -101 | ||||
Net income (loss) attributable to Expedia, Inc. | 170,859 | 171,477 | 138,133 | 273,437 | ||||
Amounts attributable to Expedia, Inc.: | ||||||||
Income from continuing operations | 170,859 | 169,934 | 138,133 | 295,783 | ||||
Discontinued operations, net of taxes | 1,543 | -22,346 | ||||||
Net income (loss) attributable to Expedia, Inc. | $170,859 | $171,477 | $138,133 | $273,437 | ||||
Earnings per share from continuing operations attributable to Expedia, Inc. available to common stockholders: | ||||||||
Basic | $1.25 | $1.25 | $1.01 | $2.21 | ||||
Diluted | $1.22 | $1.20 | $0.98 | $2.12 | ||||
Earnings per share attributable to Expedia, Inc. available to common stockholders: | ||||||||
Basic | $1.25 | $1.26 | $1.01 | $2.04 | ||||
Diluted | $1.22 | $1.21 | $0.98 | $1.96 | ||||
Shares used in computing earnings per share: | ||||||||
Basic | 136,380 | 135,968 | 136,381 | 133,919 | ||||
Diluted | 140,451 | 141,423 | 141,202 | 139,650 | ||||
Dividends declared per common share | $0.15 | $0.13 | $0.41 | $0.31 | ||||
[1] | Includes stock-based compensation as follows: Cost of revenue $ 887 $ 781 $ 2,712 $ 2,503 Selling and marketing 3,943 2,881 11,857 10,574 Technology and content 5,372 3,957 15,459 12,115 General and administrative 7,837 7,719 22,532 23,718 Acquisition-related and other - - 56,643 - | |||||||
[2] | Includes related party amounts as follows: $ 56,162 $ 57,258 $ 171,286 $ 164,339 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Selling and marketing with a related party | $56,162 | $57,258 | $171,286 | $164,339 |
Cost of revenue | ||||
Stock-based compensation | 887 | 781 | 2,712 | 2,503 |
Selling and marketing | ||||
Stock-based compensation | 3,943 | 2,881 | 11,857 | 10,574 |
Technology and content | ||||
Stock-based compensation | 5,372 | 3,957 | 15,459 | 12,115 |
General and administrative | ||||
Stock-based compensation | 7,837 | 7,719 | 22,532 | 23,718 |
Acquisition-related and other | ||||
Stock-based compensation | $56,643 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Net income | $166,724 | $169,731 | $122,371 | $273,538 | ||||
Other comprehensive income, net of tax | ||||||||
Currency translation adjustments | 25,874 | 14,910 | 12,843 | 3,535 | ||||
Unrealized gains (losses) on available for sale securities, net of taxes | 349 | [1] | 465 | [1] | -1,224 | [1] | 1,554 | [1] |
Other comprehensive income | 26,223 | 15,375 | 11,619 | 5,089 | ||||
Comprehensive income | 192,947 | 185,106 | 133,990 | 278,627 | ||||
Less: Comprehensive (income) loss attributable to noncontrolling interests | 3,715 | 548 | 13,310 | -424 | ||||
Comprehensive income attributable to Expedia, Inc. | $196,662 | $185,654 | $147,300 | $278,203 | ||||
[1] | Net gains (losses) recognized and reclassified during the three and nine months ended September 30, 2013 and 2012 were immaterial. |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $1,394,498 | $1,293,161 |
Restricted cash and cash equivalents | 18,883 | 21,475 |
Short-term investments | 417,921 | 644,982 |
Accounts receivable, net of allowance of $16,862 and $10,771 | 695,137 | 461,531 |
Prepaid expenses and other current assets | 179,367 | 193,353 |
Total current assets | 2,705,806 | 2,614,502 |
Property and equipment, net | 464,773 | 409,373 |
Long-term investments and other assets | 243,506 | 224,231 |
Intangible assets, net | 1,129,531 | 821,419 |
Goodwill | 3,657,994 | 3,015,670 |
TOTAL ASSETS | 8,201,610 | 7,085,195 |
Current liabilities: | ||
Accounts payable, merchant | 1,209,642 | 954,071 |
Accounts payable, other | 335,063 | 283,029 |
Deferred merchant bookings | 1,652,079 | 1,128,231 |
Deferred revenue | 42,621 | 26,475 |
Accrued expenses and other current liabilities | 482,014 | 590,505 |
Total current liabilities | 3,721,419 | 2,982,311 |
Long-term debt | 1,249,395 | 1,249,345 |
Deferred income taxes, net | 435,715 | 323,766 |
Other long-term liabilities | 132,109 | 126,912 |
Commitments and contingencies | ||
Redeemable noncontrolling interests | 357,666 | 13,473 |
Stockholders' equity: | ||
Additional paid-in capital | 5,788,786 | 5,675,075 |
Treasury stock - Common stock, at cost Shares: 72,736 and 66,725 | -3,298,464 | -2,952,790 |
Retained earnings (deficit) | -303,935 | -442,068 |
Accumulated other comprehensive income (loss) | 9,189 | 22 |
Total Expedia, Inc. stockholders' equity | 2,195,596 | 2,280,259 |
Noncontrolling interest | 109,710 | 109,129 |
Total stockholders' equity | 2,305,306 | 2,389,388 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 8,201,610 | 7,085,195 |
Common Stock | ||
Stockholders' equity: | ||
Common stock | 19 | 19 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $1 | $1 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Accounts receivable, allowance | $16,862 | $10,771 |
Treasury stock - Common stock, Shares | 72,736 | 66,725 |
Common Stock | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 1,600,000 | 1,600,000 |
Common stock, Shares issued | 191,898 | 189,255 |
Common stock, Shares outstanding | 119,162 | 122,530 |
Class B Common Stock | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 400,000 | 400,000 |
Common stock, Shares issued | 12,800 | 12,800 |
Common stock, Shares outstanding | 12,800 | 12,800 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities: | ||
Net income | $122,371 | $273,538 |
Less: Discontinued operations, net of tax | -22,346 | |
Net income from continuing operations | 122,371 | 295,884 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Depreciation of property and equipment, including internal-use software and website development | 152,970 | 116,854 |
Amortization of stock-based compensation | 109,203 | 48,910 |
Amortization of intangible assets | 49,921 | 21,527 |
Deferred income taxes | 2,863 | 16,219 |
Foreign exchange (gain) loss on cash, cash equivalents and short-term investments, net | 53,199 | -18,348 |
Realized (gain) loss on foreign currency forwards | -40,228 | 8,511 |
Other | 8,772 | 17,495 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | -210,118 | -192,105 |
Prepaid expenses and other current assets | -14,226 | 1,253 |
Accounts payable, merchant | 257,016 | 290,809 |
Accounts payable, other, accrued expenses and other current liabilities | -81,044 | 204,345 |
Deferred merchant bookings | 547,988 | 634,764 |
Deferred revenue | 16,728 | 7,790 |
Net cash provided by operating activities from continuing operations | 975,415 | 1,453,908 |
Investing activities: | ||
Capital expenditures, including internal-use software and website development | -235,416 | -176,980 |
Purchases of investments | -1,139,157 | -1,530,749 |
Sales and maturities of investments | 1,338,062 | 1,244,065 |
Acquisitions, net of cash acquired | -540,489 | -198,398 |
Net settlement of foreign currency forwards | 40,228 | -8,511 |
Other, net | -177 | -2,203 |
Net cash provided by (used in) investing activities from continuing operations | -536,949 | -672,776 |
Financing activities: | ||
Purchases of treasury stock | -355,689 | -366,037 |
Proceeds from issuance of treasury stock | 25,273 | |
Payment of dividends to stockholders | -56,080 | -42,470 |
Proceeds from exercise of equity awards and employee stock purchase plan | 42,693 | 232,658 |
Excess tax benefit on equity awards | 33,368 | 28,433 |
Purchases of additional interests in controlled subsidiaries, net | -14,923 | -2,015 |
Other, net | 5,003 | -4,496 |
Net cash provided by (used in) financing activities from continuing operations | -320,355 | -153,927 |
Net cash provided by continuing operations | 118,111 | 627,205 |
Net cash provided by (used in) discontinued operations | 13,637 | -7,607 |
Effect of exchange rate changes on cash and cash equivalents | -30,411 | 5,996 |
Net increase in cash and cash equivalents | 101,337 | 625,594 |
Cash and cash equivalents at beginning of period | 1,293,161 | 689,134 |
Cash and cash equivalents at end of period | 1,394,498 | 1,314,728 |
Supplemental cash flow information | ||
Cash paid for interest from continuing operations | 83,659 | 85,255 |
Income tax payments (refunds), net from continuing operations | $52,550 | ($584) |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | Note 1 – Basis of Presentation |
Description of Business | |
Expedia, Inc. and its subsidiaries provide travel products and services to leisure and corporate travelers in the United States and abroad as well as various media and advertising offerings to travel and non-travel advertisers. These travel products and services are offered through a diversified portfolio of brands including: Expedia.com®, Hotels.com®, Hotwire.com™, Expedia® Affiliate Network, Classic Vacations, Expedia Local Expert, Egencia™, Expedia® CruiseShipCenters®, eLong™, Inc. (“eLong”), Venere Net SpA (“Venere”) and trivago GmbH (“trivago”). In addition, many of these brands have related international points of sale. We refer to Expedia, Inc. and its subsidiaries collectively as “Expedia,” the “Company,” “us,” “we” and “our” in these consolidated financial statements. | |
TripAdvisor Spin-Off | |
On December 20, 2011, following the close of trading on the Nasdaq Stock Market, we completed the spin-off of TripAdvisor, Inc. (“TripAdvisor”), which consisted of the domestic and international operations previously associated with our TripAdvisor Media Group, to Expedia stockholders. We refer to this transaction as the “spin-off.” As a result of the spin-off, we were required to redeem the $400 million aggregate principal amount of 8.5% senior notes due 2016 (the “8.5% Notes”), which were legally extinguished in the first quarter of 2012. Accordingly, the results of operations, financial condition and cash flows of TripAdvisor as related to the 8.5% Notes extinguishment have been presented as discontinued operations for all periods presented. | |
Basis of Presentation | |
These accompanying financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited consolidated financial statements include Expedia, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We have eliminated significant intercompany transactions and accounts. | |
We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012, previously filed with the Securities and Exchange Commission. | |
Accounting Estimates | |
We use estimates and assumptions in the preparation of our interim unaudited consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our interim unaudited consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our interim unaudited consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; loyalty program liabilities; stock-based compensation and accounting for derivative instruments. | |
Reclassifications | |
We have reclassified certain amounts related to our prior period results to conform to our current period presentation. | |
Seasonality | |
We generally experience seasonal fluctuations in the demand for our travel products and services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue in our merchant business is generally recognized when the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks or longer. The seasonal revenue impact is exacerbated with respect to income by the more stable nature of our fixed costs. As a result, revenue and income are typically the lowest in the first quarter and highest in the third quarter. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies |
Collaborative Arrangement | |
During the third quarter of 2013, we entered into an exclusive, long-term strategic marketing agreement with Travelocity, whereby Expedia will power the technology platforms for Travelocity’s existing websites in the United States and Canada, while providing Travelocity access to our supply and customer services. Travelocity will focus its efforts on promoting its brand and marketing the broad offering of travel services and supply made available through the agreement. Travelocity will remain wholly-owned by Sabre Holdings Corporation (“Sabre”), and independent of Expedia, Inc. Under the terms of the agreement, Travelocity will be compensated through a performance-based marketing fee related to bookings powered by Expedia made through Travelocity-branded websites in the United States and Canada. We will account for the strategic marketing agreement under the applicable authoritative accounting guidance surrounding collaborative arrangements whereby Expedia is the principal party in the transaction with the customer. Revenue earned on the Travelocity websites will be recorded as a component of Expedia’s net revenue in accordance with our revenue recognition policies and the related marketing fee will be recorded as selling and marketing expense. No amounts will be received or recognized between the parties before launch. Both parties agreed to begin development and implementation immediately with an expected launch in the first half of 2014. | |
Expedia has a variable interest in Travelocity as determined in accordance with the applicable authoritative accounting guidance. We are not the primary beneficiary as we do not have power to direct the activities that most significantly impact Travelocity’s economic performance, promoting its brand and marketing travel services. Our exposure to loss under this arrangement is primarily commercial in nature, the maximum of which cannot be quantified. |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Acquisitions and Dispositions | Note 3 – Acquisitions and Dispositions | ||||||||
Business Acquisitions. On March 8, 2013, we completed the purchase of a 63% equity position (61.6% on a fully diluted basis) in trivago GmbH, a leading hotel metasearch company based in Germany. trivago was acquired due to the quality and strength of its product and brand and our belief that the company will continue to scale as it expands globally. In conjunction with the acquisition, we paid €434 million in cash, or approximately $564 million based on March 8, 2013 exchange rates, of which $554 million was paid to the shareholders of trivago and $10 million was used to settle a portion of an employee compensation plan. In addition, we agreed to issue 875,200 shares of Expedia, Inc. common stock to certain employee stockholders in five equal increments on or about each of the first through fifth anniversaries of the acquisition. The number of shares of Expedia common stock was calculated based on the aggregate value of €43 million using a thirty-day trailing average of closing trading prices and exchange rates prior to acquisition. Also in conjunction with the acquisition, we replaced certain employee stock-based awards of the acquiree, which related to pre-combination service, for an acquisition date fair value of $15 million. | |||||||||
As a result of the acquisition, we expensed $66 million to acquisition-related and other on the consolidated statements of operations during the nine months ended September 30, 2013, which included approximately $57 million in stock-based compensation related to the issuance of the 875,200 shares of common stock as the issuance was determined separate from the business combination and was not contingent upon any future service or other certain event except the passage of time as well as approximately $10 million for the amount paid to settle a portion of the employee compensation plan of trivago, which was considered separate from the business combination. Acquisition-related costs were expensed as incurred and were not significant. | |||||||||
The aggregate purchase price consideration was $570 million, which included the cash paid to shareholders of trivago of $554 million as well as $15 million for replaced employee stock-based awards of the acquiree. The purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows, in thousands: | |||||||||
Goodwill | $ | 635,652 | |||||||
Intangible assets with indefinite lives | 220,416 | ||||||||
Intangible assets with definite lives(1) | 136,281 | ||||||||
Net assets(2) | 16,848 | ||||||||
Deferred tax liabilities | (111,379 | ) | |||||||
Redeemable noncontrolling interest | (343,984 | ) | |||||||
Total | $ | 553,834 | |||||||
-1 | Acquired definite-lived intangible assets primarily consist of technology, partner relationship and non-compete agreement assets and have estimated useful lives of between 3 and 7 years with a weighted average life of 3.7 years. | ||||||||
-2 | Includes cash acquired of $13 million. | ||||||||
The value of the replaced employee stock-based awards of the acquiree was included in the purchase price allocation with a corresponding offset to redeemable noncontrolling interest, because the replacement awards were issued in subsidiary stock. | |||||||||
The goodwill of $636 million is primarily attributed to assembled workforce, operating synergies and potential expansion into other global markets. The goodwill has been allocated to the Leisure segment and is not expected to be deductible for tax purposes. | |||||||||
The fair value of the 37% noncontrolling interest was estimated to be $344 million at the time of acquisition based on the fair value per share, excluding the control premium which was paid to certain shareholders in order to obtain control. In addition, the purchase agreement contains certain put/call rights whereby we may acquire and the minority shareholders of trivago may sell to us 50% and 100% of the minority shares of the company at fair value during the first quarter of 2016 and 2018, respectively. As the noncontrolling interest is redeemable at the option of the minority holders, we classified the balance as redeemable noncontrolling interest with future changes in the fair value above the initial basis recorded as charges or credits to retained earnings (or additional paid-in capital in absence of retained earnings). The put/call arrangement includes certain rollover provisions that, if triggered, would cause the minority shares to be treated as though they become mandatorily redeemable, and to be reclassified as a liability at the time such trigger becomes certain to occur. For further information on redeemable noncontrolling interest, see Note 6, Redeemable Noncontrolling Interests. | |||||||||
Business combination accounting is preliminary and subject to revision while we accumulate all relevant information regarding the fair values of the net assets acquired, and any change to the fair value of net assets acquired would be expected to lead to a corresponding change to the amount of goodwill recorded on a retroactive basis. | |||||||||
Trivago’s results of operations have been included in our consolidated results from the transaction closing date forward. Pro forma results of operations have not been presented as such pro forma financial information would not be materially different from historical results. | |||||||||
Discontinued Operations. On December 20, 2011, we completed the spin-off of TripAdvisor, Inc. and, as a result of the spin-off, recorded to discontinued operations a loss in the first quarter of 2012 to extinguish our 8.5% Notes. See below for a full description of the extinguishment. Financial data for the discontinued operations for the three and nine months ended September 30, 2012 was as follows, in thousands: | |||||||||
Three months | Nine months | ||||||||
ended | ended | ||||||||
September 30, | September 30, | ||||||||
2012 | 2012 | ||||||||
Revenue | $ | — | $ | — | |||||
Loss before income taxes | — | (37,568 | ) | ||||||
Provision for income taxes | 1,543 | 15,222 | |||||||
Net income (loss) attributable to discontinued operations | $ | 1,543 | $ | (22,346 | ) | ||||
Earnings (loss) per share: | |||||||||
Basic | $ | 0.01 | $ | (0.17 | ) | ||||
Diluted | 0.01 | (0.16 | ) | ||||||
Shares used in computing earnings (loss) per share: | |||||||||
Basic | 135,968 | 133,919 | |||||||
Diluted | 141,423 | 139,650 | |||||||
The indenture governing our $400 million aggregate principal amount of 8.5% Notes contained certain covenants that could have restricted implementation of the spin-off. On December 20, 2011, prior to consummation of the spin-off, we gave “Notice of Redemption” to the bondholders, the effect of which was the bonds became due and payable on the redemption date at the redemption price. The redemption date was defined as 30 days after the Notice of Redemption was given. The 8.5% Notes were fully redeemed on January 19, 2012, the redemption date, for approximately $450 million. In connection with the redemption, we incurred a pre-tax loss from early extinguishment of debt of approximately $38 million (or $24 million net of tax), which included an early redemption premium of $33 million and the write-off of $5 million of unamortized debt issuance and discount costs. This loss was recorded within discontinued operations in the first quarter of 2012, as that was the period in which the bonds were legally extinguished. During the nine months ended September 30, 2013, we received an income tax refund of $14 million related to the tax benefit for extinguishment, which was included within cash provided by discontinued operations in our consolidated statement of cash flows for the period. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements | Note 4 – Fair Value Measurements | ||||||||||||
Financial assets measured at fair value on a recurring basis as of September 30, 2013 are classified using the fair value hierarchy in the table below: | |||||||||||||
Total | Level 1 | Level 2 | |||||||||||
(In thousands) | |||||||||||||
Assets | |||||||||||||
Cash equivalents: | |||||||||||||
Money market funds | $ | 343,199 | $ | 343,199 | $ | — | |||||||
Time deposits | 64,709 | — | 64,709 | ||||||||||
Restricted cash: | |||||||||||||
Time deposits | 10,031 | — | 10,031 | ||||||||||
Investments: | |||||||||||||
Time deposits | 332,499 | — | 332,499 | ||||||||||
Corporate debt securities | 212,240 | — | 212,240 | ||||||||||
Total assets | $ | 962,678 | $ | 343,199 | $ | 619,479 | |||||||
Liabilities | |||||||||||||
Derivatives: | |||||||||||||
Foreign currency forward contracts | $ | 2,365 | $ | — | $ | 2,365 | |||||||
Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 are classified using the fair value hierarchy in the table below: | |||||||||||||
Total | Level 1 | Level 2 | |||||||||||
(In thousands) | |||||||||||||
Assets | |||||||||||||
Cash equivalents: | |||||||||||||
Money market funds | $ | 677,523 | $ | 677,523 | $ | — | |||||||
Time deposits | 89,084 | — | 89,084 | ||||||||||
Restricted cash: | |||||||||||||
Time deposits | 9,855 | — | 9,855 | ||||||||||
Investments: | |||||||||||||
Time deposits | 525,533 | — | 525,533 | ||||||||||
Corporate debt securities | 245,477 | — | 245,477 | ||||||||||
Total assets | $ | 1,547,472 | $ | 677,523 | $ | 869,949 | |||||||
Liabilities | |||||||||||||
Derivatives: | |||||||||||||
Foreign currency forward contracts | $ | 3,290 | $ | — | $ | 3,290 | |||||||
We classify our cash equivalents and investments within Level 1 and Level 2 as we value our cash equivalents and investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Valuation of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, a Level 2 input. | |||||||||||||
As of September 30, 2013 and December 31, 2012, our cash and cash equivalents consisted primarily of prime institutional money market funds with maturities of 90 days or less, time deposits as well as bank account balances. | |||||||||||||
We invest in investment grade corporate debt securities all of which are classified as available for sale. As of September 30, 2013, we had $85 million of short-term and $127 million of long-term available for sale investments and the amortized cost basis of the investments approximated their fair value with gross unrealized gains and gross unrealized losses both of $1 million. As of December 31, 2012, we had $119 million of short-term and $126 million of long-term available for sale investments and the amortized cost basis of these investments approximated their fair value with gross unrealized gains of $2 million and gross unrealized losses of less than $1 million. | |||||||||||||
We also hold time deposit investments with financial institutions. Time deposits with original maturities of less than 90 days are classified as cash equivalents and those with remaining maturities of less than one year are classified as short-term investments. Additionally, we have time deposits classified as restricted cash to fulfill the requirement of an aviation authority of a certain foreign country to protect against the potential non-delivery of travel services in that country. Of the total time deposit investments, $267 million and $274 million as of September 30, 2013 and December 31, 2012 related to balances held by our majority-owned subsidiaries. | |||||||||||||
Derivative instruments are carried at fair value on our consolidated balance sheets. We use foreign currency forward contracts to economically hedge certain merchant revenue exposures and in lieu of holding certain foreign currency cash for the purpose of economically hedging our foreign currency-denominated operating liabilities. Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. Our foreign currency forward contracts are typically short-term and, as they do not qualify for hedge accounting treatment, we classify the changes in their fair value in other, net. As of September 30, 2013, we were party to outstanding forward contracts hedging our liability and revenue exposures with a total net notional value of $383 million. We had a net forward liability of $2 million and $3 million as of September 30, 2013 and December 31, 2012 recorded in accrued expenses and other current liabilities. We recorded $8 million and $22 million in net losses from foreign currency forward contracts during the three months ended September 30, 2013 and 2012, and $43 million in net gains and $18 million in net losses for the nine months ended September 30, 2013 and 2012. |
Debt
Debt | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt | Note 5 – Debt | ||||||||
The following table sets forth our outstanding debt: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
(In thousands) | |||||||||
7.456% senior notes due 2018 | $ | 500,000 | $ | 500,000 | |||||
5.95% senior notes due 2020, net of discount | 749,395 | 749,345 | |||||||
Long-term debt | $ | 1,249,395 | $ | 1,249,345 | |||||
Long-term Debt | |||||||||
Our $500 million in registered senior unsecured notes outstanding at September 30, 2013 are due in August 2018 and bear interest at 7.456% (the “7.456% Notes”). Interest is payable semi-annually in February and August of each year. At any time Expedia may redeem the 7.456% Notes at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium, in whole or in part. | |||||||||
Our $750 million in registered senior unsecured notes outstanding at September 30, 2013 are due in August 2020 and bear interest at 5.95% (the “5.95% Notes”). The 5.95% Notes were issued at 99.893% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 5.95% Notes at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium, in whole or in part. | |||||||||
The 7.456% and 5.95% Notes (collectively the “Notes”) are senior unsecured obligations guaranteed by certain domestic Expedia subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. For further information, see Note 13 — Guarantor and Non-Guarantor Supplemental Financial Information. In addition, the Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity. Accrued interest related to the Notes was $10 million and $31 million as September 30, 2013 and December 31, 2012. | |||||||||
The approximate fair value of 7.456% Notes was $580 million and $598 million as of September 30, 2013 and December 31, 2012, and the approximate fair value of 5.95% Notes was $791 million and $832 million as of September 30, 2013 and December 31, 2012. These fair values were based on quoted market prices in less active markets (Level 2 inputs). | |||||||||
Credit Facility | |||||||||
Expedia, Inc. maintains a $1 billion unsecured revolving credit facility with a group of lenders, which is unconditionally guaranteed by certain domestic Expedia subsidiaries that are the same as under the Notes and expires in November 2017. As of September 30, 2013 and December 31, 2012, we had no revolving credit facility borrowings outstanding. The facility bears interest based on the Company’s credit ratings, with drawn amounts bearing interest at LIBOR plus 150 basis points and the commitment fee on undrawn amounts at 20 basis points as of September 30, 2013. The facility contains covenants including maximum leverage and minimum interest coverage ratios. | |||||||||
The amount of stand-by letters of credit (“LOC”) issued under the facility reduces the credit amount available. As of September 30, 2013 and December 31, 2012, there was $19 million and $25 million of outstanding stand-by LOCs issued under the facility. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interests | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Redeemable Noncontrolling Interests | Note 6 – Redeemable Noncontrolling Interests | ||||
We have noncontrolling interests in majority owned entities, which are carried at fair market value as the noncontrolling interests contain certain rights, whereby we may acquire and the minority shareholders may sell to us the additional shares of the companies. A reconciliation of redeemable noncontrolling interest for the nine months ended September 30, 2013 is as follows: | |||||
Nine months ended | |||||
September 30, | |||||
2013 | |||||
(in thousands) | |||||
Balance, beginning of the period | $ | 13,473 | |||
Acquisition of redeemable noncontrolling interest | 343,984 | ||||
Purchase of subsidiary shares at fair value | (14,923 | ) | |||
Net loss attributable to noncontrolling interests | (8,967 | ) | |||
Fair value adjustments | 22,181 | ||||
Currency translation adjustments and other | 1,918 | ||||
Balance, end of period | $ | 357,666 | |||
During the nine months ended September 30, 2013, we acquired the remaining interest in a certain majority-owned subsidiary at fair value for approximately $15 million in cash. For information on redeemable noncontrolling interest acquired during the period, see Note 3, Acquisitions and Dispositions. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Stockholders' Equity | Note 7 – Stockholders’ Equity | ||||||||||||||||
Dividends on our Common Stock | |||||||||||||||||
The Executive Committee, acting on behalf of the Board of Directors, declared the following dividends during the periods presented: | |||||||||||||||||
Declaration Date | Dividend | Record Date | Total Amount | Payment Date | |||||||||||||
Per Share | (in thousands) | ||||||||||||||||
Nine months ended September 30, 2013: | |||||||||||||||||
February 5, 2013 | $ | 0.13 | March 11, 2013 | $ | 17,983 | 28-Mar-13 | |||||||||||
April 24, 2013 | 0.13 | 30-May-13 | 17,638 | 19-Jun-13 | |||||||||||||
July 24, 2013 | 0.15 | August 28, 2013 | 20,459 | September 18, 2013 | |||||||||||||
Nine months ended September 30, 2012: | |||||||||||||||||
February 9, 2012 | $ | 0.09 | 12-Mar-12 | $ | 12,204 | 30-Mar-12 | |||||||||||
April 25, 2012 | 0.09 | 30-May-12 | 12,205 | 19-Jun-12 | |||||||||||||
July 25, 2012 | 0.13 | 28-Aug-12 | 18,061 | 18-Sep-12 | |||||||||||||
In addition, on October 28, 2013, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.15 per share of outstanding common stock payable on December 12, 2013 to stockholders of record as of the close of business on November 21, 2013. Future declarations of dividends are subject to final determination by our Board of Directors. | |||||||||||||||||
Share Repurchases | |||||||||||||||||
In April 2012, the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock. There is no fixed termination date for the repurchases. During the nine months ended September 30, 2013, we repurchased, through open market transactions, 6.3 million shares under this authorization for a total cost of $348 million, excluding transaction costs, representing an average repurchase price of $55.01 per share. As of September 30, 2013, 11.7 million shares remain authorized for repurchase under the 2012 authorization. Subsequent to the end of the third quarter of 2013, we repurchased an additional 1.7 million shares for a total cost of $87 million, excluding transaction costs, representing an average purchase price of $52.06 per share. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
During the first quarter of 2013, we announced our 2013 Employee Stock Purchase Plan (“ESPP”), which allows shares of our common stock to be purchased by eligible employees at three-month intervals at 85% of the fair market value of the stock on the last day of each three-month period. Eligible employees are allowed to contribute up to 10% of their base compensation. The first three-month exercise period began on June 1, 2013; the corresponding purchase for this exercise period took place on August 30, 2013 and approximately 37,000 shares were purchased for an average price of $39.75 per share. As of September 30, 2013, we have reserved approximately 1.5 million shares of our common stock for issuance under the ESPP. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share | Note 8 – Earnings Per Share | ||||||||||||||||
The following table presents our basic and diluted earnings per share: | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Income from continuing operations attributable to Expedia, Inc. | $ | 170,859 | $ | 169,934 | $ | 138,133 | $ | 295,783 | |||||||||
Earnings per share from continuing operations attributable to Expedia, Inc. available to common stockholders: | |||||||||||||||||
Basic | $ | 1.25 | $ | 1.25 | $ | 1.01 | $ | 2.21 | |||||||||
Diluted | 1.22 | 1.2 | 0.98 | 2.12 | |||||||||||||
Weighted average number of shares outstanding: | |||||||||||||||||
Basic | 136,380 | 135,968 | 136,381 | 133,919 | |||||||||||||
Dilutive effect of: | |||||||||||||||||
Options to purchase common stock | 3,945 | 4,890 | 4,613 | 4,107 | |||||||||||||
Other dilutive securities | 126 | 565 | 208 | 1,624 | |||||||||||||
Diluted | 140,451 | 141,423 | 141,202 | 139,650 | |||||||||||||
The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | Note 9 – Income Taxes |
Uncertain Tax Positions | |
The Company is routinely under audit by federal, state, local and foreign income tax authorities. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially completed its audit of IAC/InterActiveCorp’s (“IAC”) U.S. consolidated federal income tax returns for the years ended December 31, 2001 through 2005 when Expedia filed as part of the IAC consolidated group. The statute of limitations for the years 2001 through 2005 has been extended to June 30, 2014. The IRS is currently examining Expedia’s U.S. federal income tax returns for the periods ended December 31, 2009 through December 31, 2010. | |
The Company believes it is reasonably possible its liabilities related to uncertain tax positions could decrease by $29 million within twelve months of the current reporting date due to settlements, expirations of statutes of limitations, and the reversal of deductible temporary differences. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies |
Exit Rights | |
In conjunction with our marketing agreement with Travelocity, we have agreed to certain put/call rights whereby we may acquire or Sabre may sell to us certain assets relating to the Travelocity business. The put right held by Sabre may be exercised during the first 24 months of the arrangement only upon the occurrence of certain triggering events primarily related to the implementation of the solution, which are outside the control of Sabre. The occurrence of such events is not considered probable. After the 24 month period, the put right is only exercisable for a limited period of time in 2016 at a discount to fair market value. The call right held by Expedia is exercisable at any time during the term of the arrangement, the value of which, if exercised, is not expected to exceed fair value. | |
Legal Proceedings | |
In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia. We also evaluate other potential contingent matters, including value-added tax, federal excise tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance. | |
Litigation Relating to Hotel Occupancy Taxes. Eighty-six lawsuits have been filed by cities, counties and states involving hotel occupancy taxes. Thirty-five lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the ordinances at issue do not apply to the services we provide, namely the facilitation of hotel reservations, and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, thirty-five of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Twenty-one dismissals were based on a finding that we and the other defendants were not subject to the local hotel occupancy tax ordinance or that the local government lacked standing to pursue their claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $43 million as of September 30, 2013 and $35 million as of December 31, 2012. This reserve is based on our best estimate of probable losses and the ultimate resolution of these contingencies may be greater or less than the liabilities recorded. In addition, as of September 30, 2013, we had an accrual totaling $1 million related to court decisions and final settlements. An estimate for a reasonably possible loss or range of loss in excess of the amount reserved cannot be made. Changes to these settlement reserves are included within legal reserves, occupancy tax and other in the consolidated statements of operations. | |
In connection with various occupancy tax audits and assessments, certain jurisdictions may assert that taxpayers are required to pay any assessed taxes prior to being allowed to contest or litigate the applicability of the ordinances, which is referred to as “pay-to-play.” These jurisdictions may attempt to require that we pay any assessed taxes prior to being allowed to contest or litigate the applicability of the tax ordinance. Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously. If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts, plus interest. | |
During 2009, we expensed $48 million related to monies paid in advance of litigation in occupancy tax proceedings with the city of San Francisco. The city of San Francisco issued additional assessments of tax, penalties and interest for the time period from the fourth quarter of 2007 through the fourth quarter of 2011 against the online travel companies, including $22 million against Expedia, Hotels.com and Hotwire. The additional assessments, including the prepayment of such assessments, have been contested by the online travel companies. The city has agreed, subject to documentation, that this assessment may be placed under a bond and not paid, and may proceed to a legal challenge. Hotels.com is currently under audit by the State of Texas, which imposes a pay-to-play requirement to challenge an adverse audit result in court. | |
Litigation Relating to Other Taxes. On January 11, 2013, the Hawaii tax court ruled that certain online travel companies, including Expedia, Hotels.com and Hotwire (“the Expedia Subsidiaries”), are obligated to remit past Hawaii general excise taxes with interest, which the Hawaii Director of Taxation has claimed total $110 million for the Expedia Subsidiaries, comprised of $78 million relating to tax liability from January 2000 to December 2011 and $32 million in interest from January 2000 to December 2012. On March 15, 2013, the Hawaii tax court issued penalties against the online travel companies. Under this ruling, the state is seeking penalties and interest totaling $60 million against the Expedia Subsidiaries, representing 50% of the Expedia’s Subsidiaries’ tax liability plus interest thereon. On April 22, 2013, the Hawaii Supreme Court denied the online travel companies’ petition for mandamus requesting review of the tax court’s ruling that online travel companies must remit tax on gross bookings and therefore subject the hotel’s charge for the room to double taxation. On August 12, 2013, the tax court held that the online travel companies also are liable for interest on penalties. On September 11, 2013, the online travel companies filed a notice of appeal. We strongly believe that the court ruling regarding the general excise tax is contrary to the plain language of the ordinances at issue as well as prior Hawaiian Supreme Court decisions, previous positions taken by the Hawaii Director of Taxation, and an opinion by the Attorney General of the State of Hawaii. We intend to vigorously pursue our rights on appeal. In addition, on May 20, 2013, the state issued final assessments against the online travel companies, including the Expedia Subsidiaries, for general excise taxes that the state claims are due for the year 2012. The total of these assessments against the Expedia Subsidiaries is $20.5 million. | |
We were required to pay an amount equal to the taxes, interest and penalties prior to appealing the Hawaii’s tax court’s ruling. Payment of these amounts is not an admission that we believe we are subject to the taxes in question. To the extent our appeal is successful in reducing or eliminating the assessed amounts, the State of Hawaii would be required to repay such amounts, plus interest. During the year ended December 31, 2012, we expensed $110 million, and during the nine months ended September 30, 2013, we expensed an additional $64 million for amounts required or expected to be paid prior to appealing the tax court’s ruling. During the nine months ended September 30, 2013, we paid $171 million in advance of litigation, which included $18 million for interest on penalties paid during the third quarter of 2013. It is also reasonably possible that we will incur amounts in excess of the amounts expensed, which we estimate could be up to $22 million. The ultimate resolution of these contingencies may be greater or less than the liabilities recorded and our estimates of possible additional assessments. | |
Matters Relating to Hotel Booking Practices. On July 31, 2012, the United Kingdom Office of Fair Trading (“OFT”) issued a Statement of Objections alleging that Expedia, Booking.com B.V. and InterContinental Hotels Group PLC (“IHG”) have infringed European Union and United Kingdom competition law in relation to the online supply of hotel room accommodations. The Statement of Objections alleges that Expedia and Booking.com entered into separate agreements with IHG that restricted each online travel company’s ability to discount the price of IHG hotel rooms. The OFT limited its investigation to a small number of companies, but has stated that the investigation is likely to have wider implications for the industry within the United Kingdom. | |
The Statement of Objections does not constitute a finding of infringement and all parties have the opportunity to respond. If the OFT maintains its objections after the companies’ responses, the OFT can issue a final decision. In such a case a final decision would be issued at the earliest in 2014. An appeal of an adverse OFT decision is to the English courts but may involve a reference on matters of European Union law to the European Court of Justice. | |
The parties have not formally responded to the Statement of Objections, but have instead voluntarily proposed to address the OFT’s concerns by offering formal commitments. On August 9, 2013, the OFT opened a consultation on the companies’ proposed commitments. The public consultation period ended on September 13, 2013 and the OFT’s current timetable indicates that a commitments-based case closure decision could be adopted by the end of 2013. If the commitments are adopted, the case would be closed without a finding of liability. | |
We are unable at this time to predict the outcome of the OFT proceeding and any appeal, if applicable. In addition, a number of competition authorities in other European countries have initiated investigations in relation to certain contractual arrangements between hotels and online travel companies, including Expedia. These investigations differ in relation to the parties involved and the precise nature of the concerns. | |
Since August 20, 2012, more than thirty putative class action lawsuits, which refer to the OFT’s Statement of Objections, have been initiated in the United States by consumer plaintiffs alleging claims against the online travel companies, including Expedia, and several major hotel chains for alleged resale price maintenance for online hotel room reservations, including but not limited to violation of the Sherman Act, state antitrust laws, state consumer protection statutes and common law tort claims, such as unjust enrichment. The cases have been consolidated and transferred to Judge Boyle in the United States District Court for the Northern District of Texas. On May 1, 2013, the plaintiffs filed their consolidated amended complaint. On July 1, 2013, the defendants filed motions to dismiss that complaint. A hearing on the defendants’ motion to dismiss is set for December 17, 2013. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | Note 11 – Related Party Transactions |
TripAdvisor, Inc. In connection with the spin-off, we entered into various agreements with TripAdvisor, a related party due to common ownership, including, among others, a separation agreement, a tax sharing agreement, an employee matters agreement and a transition services agreement. In addition, we have continued to work with TripAdvisor pursuant to various commercial arrangements between subsidiaries of Expedia, on the one hand, and subsidiaries of TripAdvisor, on the other hand. During the three and nine months ended September 30, 2013, we recognized $1 million and $4 million of revenue and expensed approximately $56 million and $171 million related to these various arrangements with TripAdvisor. During the three and nine months ended September 30, 2012, we recognized approximately $2 million and $5 million of revenue and expensed approximately $57 million and $164 million related to these various arrangements with TripAdvisor. Net amounts payable to TripAdvisor were $25 million and $24 million as of September 30, 2013 and December 31, 2012 and were primarily included in accounts payable, other on the consolidated balance sheet. | |
Liberty Interactive Corporation. During the nine months ended September 30, 2013, we issued 467,672 shares of common stock from treasury stock to Liberty Interactive Corporation (“Liberty”) at a price per share of $54.04 and an aggregate value of approximately $25 million pursuant to and in accordance with the preemptive rights as detailed by the Amended and Restated Governance Agreement with Liberty dated as of December 20, 2011. |
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Information | Note 12 – Segment Information | ||||||||||||||||
We have two reportable segments: Leisure and Egencia. Our Leisure segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Expedia Affiliate Network, Hotwire.com, Venere, eLong, trivago and Classic Vacations. Our Egencia segment provides managed travel services to corporate customers in North America, Europe, and the Asia Pacific region. | |||||||||||||||||
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is adjusted EBITDA. Adjusted EBITDA for our Leisure and Egencia segments includes allocations of certain expenses, primarily cost of revenue and facilities, and our Leisure segment includes the total costs of our global supply organizations as well as the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant hotel revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, information technology and legal to our reportable segments. We include these expenses in Corporate. Our allocation methodology is periodically evaluated and may change. | |||||||||||||||||
Corporate also includes unallocated corporate functions and expenses. In addition, we record amortization of intangible assets and any related impairment, as well as stock-based compensation expense, restructuring charges, legal reserves, occupancy tax and other, and other items excluded from segment operating performance in Corporate. Such amounts are detailed in our segment reconciliation below. | |||||||||||||||||
The following tables present our segment information for the three and nine months ended September 30, 2013 and 2012. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers. | |||||||||||||||||
Three months ended September 30, 2013 | |||||||||||||||||
Leisure | Egencia | Corporate | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue | $ | 1,316,483 | $ | 85,377 | $ | — | $ | 1,401,860 | |||||||||
Adjusted EBITDA | $ | 419,156 | $ | 11,482 | $ | (90,741 | ) | $ | 339,897 | ||||||||
Depreciation | (26,525 | ) | (3,643 | ) | (22,797 | ) | (52,965 | ) | |||||||||
Amortization of intangible assets | — | — | (18,514 | ) | (18,514 | ) | |||||||||||
Stock-based compensation | — | — | (18,039 | ) | (18,039 | ) | |||||||||||
Legal reserves, occupancy tax and other | — | — | (6,874 | ) | (6,874 | ) | |||||||||||
Realized gain on revenue hedges | (4,814 | ) | — | — | (4,814 | ) | |||||||||||
Operating income (loss) | $ | 387,817 | $ | 7,839 | $ | (156,965 | ) | 238,691 | |||||||||
Other expense, net | (26,611 | ) | |||||||||||||||
Income from continuing operations before income taxes | 212,080 | ||||||||||||||||
Provision for income taxes | (45,356 | ) | |||||||||||||||
Net income | 166,724 | ||||||||||||||||
Net loss attributable to noncontrolling interests | 4,135 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 170,859 | |||||||||||||||
Three months ended September 30, 2012 | |||||||||||||||||
Leisure | Egencia | Corporate | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue | $ | 1,121,267 | $ | 77,753 | $ | — | $ | 1,199,020 | |||||||||
Adjusted EBITDA | $ | 357,032 | $ | 12,446 | $ | (75,902 | ) | $ | 293,576 | ||||||||
Depreciation | (20,323 | ) | (3,051 | ) | (20,500 | ) | (43,874 | ) | |||||||||
Amortization of intangible assets | — | — | (9,474 | ) | (9,474 | ) | |||||||||||
Stock-based compensation | — | — | (15,338 | ) | (15,338 | ) | |||||||||||
Legal reserves, occupancy tax and other | — | — | (2,310 | ) | (2,310 | ) | |||||||||||
Realized loss on revenue hedges | 4,510 | — | — | 4,510 | |||||||||||||
Operating income (loss) | $ | 341,219 | $ | 9,395 | $ | (123,524 | ) | 227,090 | |||||||||
Other expense, net | (22,752 | ) | |||||||||||||||
Income from continuing operations before income taxes | 204,338 | ||||||||||||||||
Provision for income taxes | (36,150 | ) | |||||||||||||||
Income from continuing operations | 168,188 | ||||||||||||||||
Discontinued operations, net of taxes | 1,543 | ||||||||||||||||
Net income | 169,731 | ||||||||||||||||
Net loss attributable to noncontrolling interests | 1,746 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 171,477 | |||||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||
Leisure | Egencia | Corporate | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue | $ | 3,350,040 | $ | 269,204 | $ | — | $ | 3,619,244 | |||||||||
Adjusted EBITDA | $ | 862,107 | $ | 41,172 | $ | (266,552 | ) | $ | 636,727 | ||||||||
Depreciation | (75,093 | ) | (10,675 | ) | (67,202 | ) | (152,970 | ) | |||||||||
Amortization of intangible assets | — | — | (49,921 | ) | (49,921 | ) | |||||||||||
Stock-based compensation | — | — | (109,203 | ) | (109,203 | ) | |||||||||||
Legal reserves, occupancy tax and other | — | — | (74,678 | ) | (74,678 | ) | |||||||||||
Acquistion-related and other | — | — | (9,829 | ) | (9,829 | ) | |||||||||||
Realized gain on revenue hedges | (12,777 | ) | — | — | (12,777 | ) | |||||||||||
Operating income (loss) | $ | 774,237 | $ | 30,497 | $ | (577,385 | ) | 227,349 | |||||||||
Other expense, net | (47,117 | ) | |||||||||||||||
Income from continuing operations before income taxes | 180,232 | ||||||||||||||||
Provision for income taxes | (57,861 | ) | |||||||||||||||
Net income | 122,371 | ||||||||||||||||
Net loss attributable to noncontrolling interests | 15,762 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 138,133 | |||||||||||||||
Nine months ended September 30, 2012 | |||||||||||||||||
Leisure | Egencia | Corporate | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue | $ | 2,849,332 | $ | 206,156 | $ | — | $ | 3,055,488 | |||||||||
Adjusted EBITDA | $ | 811,307 | $ | 40,168 | $ | (233,180 | ) | $ | 618,295 | ||||||||
Depreciation | (53,580 | ) | (7,796 | ) | (55,478 | ) | (116,854 | ) | |||||||||
Amortization of intangible assets | — | — | (21,527 | ) | (21,527 | ) | |||||||||||
Stock-based compensation | — | — | (48,910 | ) | (48,910 | ) | |||||||||||
Legal reserves, occupancy tax and other | — | — | (5,384 | ) | (5,384 | ) | |||||||||||
Realized loss on revenue hedges | 4,594 | — | — | 4,594 | |||||||||||||
Operating income (loss) | $ | 762,321 | $ | 32,372 | $ | (364,479 | ) | 430,214 | |||||||||
Other expense, net | (64,185 | ) | |||||||||||||||
Income from continuing operations before income taxes | 366,029 | ||||||||||||||||
Provision for income taxes | (70,145 | ) | |||||||||||||||
Income from continuing operations | 295,884 | ||||||||||||||||
Discontinued operations, net of taxes | (22,346 | ) | |||||||||||||||
Net income | 273,538 | ||||||||||||||||
Net income attributable to noncontrolling interests | (101 | ) | |||||||||||||||
Net income attributable to Expedia, Inc. | $ | 273,437 | |||||||||||||||
Guarantor_and_NonGuarantor_Sup
Guarantor and Non-Guarantor Supplemental Financial Information | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Guarantor and Non-Guarantor Supplemental Financial Information | Note 13 – Guarantor and Non-Guarantor Supplemental Financial Information | ||||||||||||||||||||
Condensed consolidating financial information of Expedia, Inc. (the “Parent”), our subsidiaries that are guarantors of our debt facility and instruments (the “Guarantor Subsidiaries”), and our subsidiaries that are not guarantors of our debt facility and instruments (the “Non-Guarantor Subsidiaries”) is shown below. The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, joint and several with the exception of certain customary automatic subsidiary release provisions. In this financial information, the Parent and Guarantor Subsidiaries account for investments in their wholly-owned subsidiaries using the equity method. | |||||||||||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATION | |||||||||||||||||||||
Three months ended September 30, 2013 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 1,109,955 | $ | 310,177 | $ | (18,272 | ) | $ | 1,401,860 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 213,432 | 61,517 | 1,369 | 276,318 | ||||||||||||||||
Selling and marketing | — | 408,946 | 235,871 | (19,521 | ) | 625,296 | |||||||||||||||
Technology and content | — | 99,450 | 44,355 | 11 | 143,816 | ||||||||||||||||
General and administrative | — | 55,772 | 36,710 | (131 | ) | 92,351 | |||||||||||||||
Amortization of intangible assets | — | 280 | 18,234 | — | 18,514 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 6,874 | — | — | 6,874 | ||||||||||||||||
Intercompany (income) expense, net | — | 134,901 | (134,901 | ) | — | — | |||||||||||||||
Operating income | — | 190,300 | 48,391 | — | 238,691 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings of consolidated subsidiaries | 184,034 | 75,000 | — | (259,034 | ) | — | |||||||||||||||
Other, net | (20,698 | ) | 2,676 | (8,589 | ) | — | (26,611 | ) | |||||||||||||
Total other income (expense), net | 163,336 | 77,676 | (8,589 | ) | (259,034 | ) | (26,611 | ) | |||||||||||||
Income before income taxes | 163,336 | 267,976 | 39,802 | (259,034 | ) | 212,080 | |||||||||||||||
Provision for income taxes | 7,523 | (78,275 | ) | 25,396 | — | (45,356 | ) | ||||||||||||||
Net income | 170,859 | 189,701 | 65,198 | (259,034 | ) | 166,724 | |||||||||||||||
Net loss attributable to noncontrolling interests | — | — | 4,135 | — | 4,135 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 170,859 | $ | 189,701 | $ | 69,333 | $ | (259,034 | ) | $ | 170,859 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 170,859 | $ | 190,388 | $ | 94,449 | $ | (259,034 | ) | $ | 196,662 | ||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATION | |||||||||||||||||||||
Three months ended September 30, 2012 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 1,039,520 | $ | 160,882 | $ | (1,382 | ) | $ | 1,199,020 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 194,103 | 48,996 | 534 | 243,633 | ||||||||||||||||
Selling and marketing | — | 374,409 | 133,420 | (2,073 | ) | 505,756 | |||||||||||||||
Technology and content | — | 90,427 | 35,232 | (42 | ) | 125,617 | |||||||||||||||
General and administrative | — | 55,112 | 29,829 | 199 | 85,140 | ||||||||||||||||
Amortization of intangible assets | — | 1,555 | 7,919 | — | 9,474 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 2,310 | — | — | 2,310 | ||||||||||||||||
Intercompany (income) expense, net | — | 207,291 | (207,291 | ) | — | — | |||||||||||||||
Operating income | — | 114,313 | 112,777 | — | 227,090 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings of consolidated subsidiaries | 183,803 | 112,800 | — | (296,603 | ) | — | |||||||||||||||
Other, net | (20,835 | ) | (3,871 | ) | 1,954 | — | (22,752 | ) | |||||||||||||
Total other income (expense), net | 162,968 | 108,929 | 1,954 | (296,603 | ) | (22,752 | ) | ||||||||||||||
Income before income taxes | 162,968 | 223,242 | 114,731 | (296,603 | ) | 204,338 | |||||||||||||||
Provision for income taxes | 6,966 | (38,609 | ) | (4,507 | ) | — | (36,150 | ) | |||||||||||||
Income from continuing operations | 169,934 | 184,633 | 110,224 | (296,603 | ) | 168,188 | |||||||||||||||
Discontinued operations, net of taxes | 1,543 | — | — | — | 1,543 | ||||||||||||||||
Net income | 171,477 | 184,633 | 110,224 | (296,603 | ) | 169,731 | |||||||||||||||
Net loss attributable to noncontrolling interests | — | — | 1,746 | — | 1,746 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 171,477 | $ | 184,633 | $ | 111,970 | $ | (296,603 | ) | $ | 171,477 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 171,477 | $ | 184,921 | $ | 125,859 | $ | (296,603 | ) | $ | 185,654 | ||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATION | |||||||||||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 2,934,567 | $ | 719,407 | $ | (34,730 | ) | $ | 3,619,244 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 613,923 | 172,065 | 3,518 | 789,506 | ||||||||||||||||
Selling and marketing | — | 1,157,873 | 592,234 | (38,188 | ) | 1,711,919 | |||||||||||||||
Technology and content | — | 292,459 | 130,309 | 13 | 422,781 | ||||||||||||||||
General and administrative | — | 160,599 | 116,092 | (73 | ) | 276,618 | |||||||||||||||
Amortization of intangible assets | — | 2,761 | 47,160 | — | 49,921 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 74,678 | — | — | 74,678 | ||||||||||||||||
Acquistion-related and other | — | — | 66,472 | — | 66,472 | ||||||||||||||||
Intercompany (income) expense, net | — | 534,141 | (534,141 | ) | — | — | |||||||||||||||
Operating income | — | 98,133 | 129,216 | — | 227,349 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings (losses) of consolidated subsidiaries | 175,368 | 115,901 | — | (291,269 | ) | — | |||||||||||||||
Other, net | (62,378 | ) | 20,881 | (5,620 | ) | — | (47,117 | ) | |||||||||||||
Total other income (expense), net | 112,990 | 136,782 | (5,620 | ) | (291,269 | ) | (47,117 | ) | |||||||||||||
Income before income taxes | 112,990 | 234,915 | 123,596 | (291,269 | ) | 180,232 | |||||||||||||||
Provision for income taxes | 25,143 | (54,395 | ) | (28,609 | ) | — | (57,861 | ) | |||||||||||||
Net income | 138,133 | 180,520 | 94,987 | (291,269 | ) | 122,371 | |||||||||||||||
Net loss attributable to noncontrolling interests | — | — | 15,762 | — | 15,762 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 138,133 | $ | 180,520 | $ | 110,749 | $ | (291,269 | ) | $ | 138,133 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 138,133 | $ | 179,830 | $ | 120,606 | $ | (291,269 | ) | $ | 147,300 | ||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATION | |||||||||||||||||||||
Nine months ended September 30, 2012 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 2,664,255 | $ | 395,282 | $ | (4,049 | ) | $ | 3,055,488 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 550,129 | 122,354 | 989 | 673,472 | ||||||||||||||||
Selling and marketing | — | 990,527 | 342,646 | (5,772 | ) | 1,327,401 | |||||||||||||||
Technology and content | — | 260,231 | 90,773 | (450 | ) | 350,554 | |||||||||||||||
General and administrative | — | 161,570 | 84,182 | 1,184 | 246,936 | ||||||||||||||||
Amortization of intangible assets | — | 4,888 | 16,639 | — | 21,527 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 5,384 | — | — | 5,384 | ||||||||||||||||
Intercompany (income) expense, net | — | 521,952 | (521,952 | ) | — | — | |||||||||||||||
Operating income | — | 169,574 | 260,640 | — | 430,214 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings of consolidated subsidiaries | 333,172 | 251,410 | — | (584,582 | ) | — | |||||||||||||||
Other, net | (62,536 | ) | (39,564 | ) | 37,915 | — | (64,185 | ) | |||||||||||||
Total other income (expense), net | 270,636 | 211,846 | 37,915 | (584,582 | ) | (64,185 | ) | ||||||||||||||
Income from continuing operations before income taxes | 270,636 | 381,420 | 298,555 | (584,582 | ) | 366,029 | |||||||||||||||
Provision for income taxes | 25,147 | (45,614 | ) | (49,678 | ) | — | (70,145 | ) | |||||||||||||
Income from continuing operations | 295,783 | 335,806 | 248,877 | (584,582 | ) | 295,884 | |||||||||||||||
Discontinued operations, net of taxes | (22,346 | ) | — | — | — | (22,346 | ) | ||||||||||||||
Net income | 273,437 | 335,806 | 248,877 | (584,582 | ) | 273,538 | |||||||||||||||
Net income attributable to noncontrolling interests | — | — | (101 | ) | — | (101 | ) | ||||||||||||||
Net income attributable to Expedia, Inc. | $ | 273,437 | $ | 335,806 | $ | 248,776 | $ | (584,582 | ) | $ | 273,437 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 273,437 | $ | 336,580 | $ | 252,768 | $ | (584,582 | ) | $ | 278,203 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
September 30, 2013 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Total current assets | $ | 150,112 | $ | 3,407,256 | $ | 383,210 | $ | (1,234,772 | ) | $ | 2,705,806 | ||||||||||
Investment in subsidiaries | 4,499,392 | 1,307,092 | — | (5,806,484 | ) | — | |||||||||||||||
Intangible assets, net | — | 638,015 | 491,516 | — | 1,129,531 | ||||||||||||||||
Goodwill | — | 2,436,533 | 1,221,461 | — | 3,657,994 | ||||||||||||||||
Other assets, net | 4,249 | 529,406 | 174,624 | — | 708,279 | ||||||||||||||||
TOTAL ASSETS | $ | 4,653,753 | $ | 8,318,302 | $ | 2,270,811 | $ | (7,041,256 | ) | $ | 8,201,610 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Total current liabilities | $ | 1,099,052 | $ | 3,394,877 | $ | 462,262 | $ | (1,234,772 | ) | $ | 3,721,419 | ||||||||||
Long-term debt | 1,249,395 | — | — | — | 1,249,395 | ||||||||||||||||
Other liabilities | — | 413,452 | 512,038 | — | 925,490 | ||||||||||||||||
Stockholders’ equity | 2,305,306 | 4,509,973 | 1,296,511 | (5,806,484 | ) | 2,305,306 | |||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 4,653,753 | $ | 8,318,302 | $ | 2,270,811 | $ | (7,041,256 | ) | $ | 8,201,610 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Total current assets | $ | 137,942 | $ | 2,674,496 | $ | 675,026 | $ | (872,962 | ) | $ | 2,614,502 | ||||||||||
Investment in subsidiaries | 4,277,954 | 1,188,871 | — | (5,466,825 | ) | — | |||||||||||||||
Intangible assets, net | — | 634,853 | 186,566 | — | 821,419 | ||||||||||||||||
Goodwill | — | 2,436,533 | 579,137 | — | 3,015,670 | ||||||||||||||||
Other assets, net | 4,790 | 473,439 | 155,375 | — | 633,604 | ||||||||||||||||
TOTAL ASSETS | $ | 4,420,686 | $ | 7,408,192 | $ | 1,596,104 | $ | (6,339,787 | ) | $ | 7,085,195 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Total current liabilities | $ | 781,953 | $ | 2,708,755 | $ | 364,565 | $ | (872,962 | ) | $ | 2,982,311 | ||||||||||
Long-term debt | 1,249,345 | — | — | — | 1,249,345 | ||||||||||||||||
Other liabilities | — | 415,465 | 48,686 | — | 464,151 | ||||||||||||||||
Stockholders’ equity | 2,389,388 | 4,283,972 | 1,182,853 | (5,466,825 | ) | 2,389,388 | |||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 4,420,686 | $ | 7,408,192 | $ | 1,596,104 | $ | (6,339,787 | ) | $ | 7,085,195 | ||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidated | ||||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Operating activities: | |||||||||||||||||||||
Net cash provided by operating activities from continuing operations | $ | — | $ | 269,993 | $ | 705,422 | $ | 975,415 | |||||||||||||
Investing activities: | |||||||||||||||||||||
Capital expenditures, including internal-use software and website development | — | (180,193 | ) | (55,223 | ) | (235,416 | ) | ||||||||||||||
Purchases of investments | — | (919,108 | ) | (220,049 | ) | (1,139,157 | ) | ||||||||||||||
Sales and maturities of investments | — | 1,099,773 | 238,289 | 1,338,062 | |||||||||||||||||
Acquisitions, net of cash acquired | — | — | (540,489 | ) | (540,489 | ) | |||||||||||||||
Other, net | — | 40,228 | (177 | ) | 40,051 | ||||||||||||||||
Net cash provided by (used in) investing activities from continuing operations | — | 40,700 | (577,649 | ) | (536,949 | ) | |||||||||||||||
Financing activities: | |||||||||||||||||||||
Purchases of treasury stock | (355,689 | ) | — | — | (355,689 | ) | |||||||||||||||
Proceeds from issuance of treasury stock | 25,273 | — | — | 25,273 | |||||||||||||||||
Proceeds from exercise of equity awards | 40,639 | — | 2,054 | 42,693 | |||||||||||||||||
Transfers (to) from related parties | 313,817 | (313,817 | ) | — | — | ||||||||||||||||
Other, net | (24,040 | ) | 6,330 | (14,922 | ) | (32,632 | ) | ||||||||||||||
Net cash used in financing activities from continuing operations | — | (307,487 | ) | (12,868 | ) | (320,355 | ) | ||||||||||||||
Net cash provided by continuing operations | — | 3,206 | 114,905 | 118,111 | |||||||||||||||||
Net cash provided by discontinued operations | — | 13,637 | — | 13,637 | |||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | (28,418 | ) | (1,993 | ) | (30,411 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (11,575 | ) | 112,912 | 101,337 | ||||||||||||||||
Cash and cash equivalents at beginning of period | — | 1,007,155 | 286,006 | 1,293,161 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 995,580 | $ | 398,918 | $ | 1,394,498 | |||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
Nine months ended September 30, 2012 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidated | ||||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Operating activities: | |||||||||||||||||||||
Net cash provided by operating activities from continuing operations | $ | — | $ | 1,270,214 | $ | 183,694 | $ | 1,453,908 | |||||||||||||
Investing activities: | |||||||||||||||||||||
Capital expenditures, including internal-use software and website development | — | (143,051 | ) | (33,929 | ) | (176,980 | ) | ||||||||||||||
Purchases of investments | — | (1,265,212 | ) | (265,537 | ) | (1,530,749 | ) | ||||||||||||||
Sales and maturities of investments | — | 992,292 | 251,773 | 1,244,065 | |||||||||||||||||
Acquisitions, net of cash acquired | — | — | (198,398 | ) | (198,398 | ) | |||||||||||||||
Other, net | — | (8,511 | ) | (2,203 | ) | (10,714 | ) | ||||||||||||||
Net cash used in investing activities from continuing operations | — | (424,482 | ) | (248,294 | ) | (672,776 | ) | ||||||||||||||
Financing activities: | |||||||||||||||||||||
Purchases of treasury stock | (366,037 | ) | — | — | (366,037 | ) | |||||||||||||||
Payment of dividends to stockholders | (42,470 | ) | — | — | (42,470 | ) | |||||||||||||||
Proceeds from exercise of equity awards | 231,073 | — | 1,585 | 232,658 | |||||||||||||||||
Transfers (to) from related parties | 149,001 | (149,001 | ) | — | — | ||||||||||||||||
Other, net | 28,433 | (2,746 | ) | (3,765 | ) | 21,922 | |||||||||||||||
Net cash used in financing activities from continuing operations | — | (151,747 | ) | (2,180 | ) | (153,927 | ) | ||||||||||||||
Net cash provided by (used in) continuing operations | — | 693,985 | (66,780 | ) | 627,205 | ||||||||||||||||
Net cash used in discontinued operations | — | (7,607 | ) | — | (7,607 | ) | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | 5,863 | 133 | 5,996 | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 692,241 | (66,647 | ) | 625,594 | ||||||||||||||||
Cash and cash equivalents at beginning of period | — | 357,252 | 331,882 | 689,134 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 1,049,493 | $ | 265,235 | $ | 1,314,728 | |||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Collaborative Agreement | Collaborative Arrangement |
During the third quarter of 2013, we entered into an exclusive, long-term strategic marketing agreement with Travelocity, whereby Expedia will power the technology platforms for Travelocity’s existing websites in the United States and Canada, while providing Travelocity access to our supply and customer services. Travelocity will focus its efforts on promoting its brand and marketing the broad offering of travel services and supply made available through the agreement. Travelocity will remain wholly-owned by Sabre Holdings Corporation (“Sabre”), and independent of Expedia, Inc. Under the terms of the agreement, Travelocity will be compensated through a performance-based marketing fee related to bookings powered by Expedia made through Travelocity-branded websites in the United States and Canada. We will account for the strategic marketing agreement under the applicable authoritative accounting guidance surrounding collaborative arrangements whereby Expedia is the principal party in the transaction with the customer. Revenue earned on the Travelocity websites will be recorded as a component of Expedia’s net revenue in accordance with our revenue recognition policies and the related marketing fee will be recorded as selling and marketing expense. No amounts will be received or recognized between the parties before launch. Both parties agreed to begin development and implementation immediately with an expected launch in the first half of 2014. | |
Expedia has a variable interest in Travelocity as determined in accordance with the applicable authoritative accounting guidance. We are not the primary beneficiary as we do not have power to direct the activities that most significantly impact Travelocity’s economic performance, promoting its brand and marketing travel services. Our exposure to loss under this arrangement is primarily commercial in nature, the maximum of which cannot be quantified. |
Acquisitions_and_Dispositions_
Acquisitions and Dispositions (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Schedule of Purchase Price Allocation | The aggregate purchase price consideration was $570 million, which included the cash paid to shareholders of trivago of $554 million as well as $15 million for replaced employee stock-based awards of the acquiree. The purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows, in thousands: | ||||||||
Goodwill | $ | 635,652 | |||||||
Intangible assets with indefinite lives | 220,416 | ||||||||
Intangible assets with definite lives(1) | 136,281 | ||||||||
Net assets(2) | 16,848 | ||||||||
Deferred tax liabilities | (111,379 | ) | |||||||
Redeemable noncontrolling interest | (343,984 | ) | |||||||
Total | $ | 553,834 | |||||||
-1 | Acquired definite-lived intangible assets primarily consist of technology, partner relationship and non-compete agreement assets and have estimated useful lives of between 3 and 7 years with a weighted average life of 3.7 years. | ||||||||
-2 | Includes cash acquired of $13 million. | ||||||||
Schedule of Revenue and Income for Discontinued Operations | Financial data for the discontinued operations for the three and nine months ended September 30, 2012 was as follows, in thousands: | ||||||||
Three months | Nine months | ||||||||
ended | ended | ||||||||
September 30, | September 30, | ||||||||
2012 | 2012 | ||||||||
Revenue | $ | — | $ | — | |||||
Loss before income taxes | — | (37,568 | ) | ||||||
Provision for income taxes | 1,543 | 15,222 | |||||||
Net income (loss) attributable to discontinued operations | $ | 1,543 | $ | (22,346 | ) | ||||
Earnings (loss) per share: | |||||||||
Basic | $ | 0.01 | $ | (0.17 | ) | ||||
Diluted | 0.01 | (0.16 | ) | ||||||
Shares used in computing earnings (loss) per share: | |||||||||
Basic | 135,968 | 133,919 | |||||||
Diluted | 141,423 | 139,650 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets measured at fair value on a recurring basis as of September 30, 2013 are classified using the fair value hierarchy in the table below: | ||||||||||||
Total | Level 1 | Level 2 | |||||||||||
(In thousands) | |||||||||||||
Assets | |||||||||||||
Cash equivalents: | |||||||||||||
Money market funds | $ | 343,199 | $ | 343,199 | $ | — | |||||||
Time deposits | 64,709 | — | 64,709 | ||||||||||
Restricted cash: | |||||||||||||
Time deposits | 10,031 | — | 10,031 | ||||||||||
Investments: | |||||||||||||
Time deposits | 332,499 | — | 332,499 | ||||||||||
Corporate debt securities | 212,240 | — | 212,240 | ||||||||||
Total assets | $ | 962,678 | $ | 343,199 | $ | 619,479 | |||||||
Liabilities | |||||||||||||
Derivatives: | |||||||||||||
Foreign currency forward contracts | $ | 2,365 | $ | — | $ | 2,365 | |||||||
Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 are classified using the fair value hierarchy in the table below: | |||||||||||||
Total | Level 1 | Level 2 | |||||||||||
(In thousands) | |||||||||||||
Assets | |||||||||||||
Cash equivalents: | |||||||||||||
Money market funds | $ | 677,523 | $ | 677,523 | $ | — | |||||||
Time deposits | 89,084 | — | 89,084 | ||||||||||
Restricted cash: | |||||||||||||
Time deposits | 9,855 | — | 9,855 | ||||||||||
Investments: | |||||||||||||
Time deposits | 525,533 | — | 525,533 | ||||||||||
Corporate debt securities | 245,477 | — | 245,477 | ||||||||||
Total assets | $ | 1,547,472 | $ | 677,523 | $ | 869,949 | |||||||
Liabilities | |||||||||||||
Derivatives: | |||||||||||||
Foreign currency forward contracts | $ | 3,290 | $ | — | $ | 3,290 | |||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Long Term Debt Outstanding | The following table sets forth our outstanding debt: | ||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
(In thousands) | |||||||||
7.456% senior notes due 2018 | $ | 500,000 | $ | 500,000 | |||||
5.95% senior notes due 2020, net of discount | 749,395 | 749,345 | |||||||
Long-term debt | $ | 1,249,395 | $ | 1,249,345 | |||||
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interests (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Reconciliation of Redeemable Noncontrolling Interest | A reconciliation of redeemable noncontrolling interest for the nine months ended September 30, 2013 is as follows: | ||||
Nine months ended | |||||
September 30, | |||||
2013 | |||||
(in thousands) | |||||
Balance, beginning of the period | $ | 13,473 | |||
Acquisition of redeemable noncontrolling interest | 343,984 | ||||
Purchase of subsidiary shares at fair value | (14,923 | ) | |||
Net loss attributable to noncontrolling interests | (8,967 | ) | |||
Fair value adjustments | 22,181 | ||||
Currency translation adjustments and other | 1,918 | ||||
Balance, end of period | $ | 357,666 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Summary of Dividends Declared | The Executive Committee, acting on behalf of the Board of Directors, declared the following dividends during the periods presented: | ||||||||||||||||
Declaration Date | Dividend | Record Date | Total Amount | Payment Date | |||||||||||||
Per Share | (in thousands) | ||||||||||||||||
Nine months ended September 30, 2013: | |||||||||||||||||
February 5, 2013 | $ | 0.13 | March 11, 2013 | $ | 17,983 | 28-Mar-13 | |||||||||||
April 24, 2013 | 0.13 | 30-May-13 | 17,638 | 19-Jun-13 | |||||||||||||
July 24, 2013 | 0.15 | August 28, 2013 | 20,459 | September 18, 2013 | |||||||||||||
Nine months ended September 30, 2012: | |||||||||||||||||
February 9, 2012 | $ | 0.09 | 12-Mar-12 | $ | 12,204 | 30-Mar-12 | |||||||||||
April 25, 2012 | 0.09 | 30-May-12 | 12,205 | 19-Jun-12 | |||||||||||||
July 25, 2012 | 0.13 | 28-Aug-12 | 18,061 | 18-Sep-12 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Basic and Diluted Earnings Per Share | The following table presents our basic and diluted earnings per share: | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Income from continuing operations attributable to Expedia, Inc. | $ | 170,859 | $ | 169,934 | $ | 138,133 | $ | 295,783 | |||||||||
Earnings per share from continuing operations attributable to Expedia, Inc. available to common stockholders: | |||||||||||||||||
Basic | $ | 1.25 | $ | 1.25 | $ | 1.01 | $ | 2.21 | |||||||||
Diluted | 1.22 | 1.2 | 0.98 | 2.12 | |||||||||||||
Weighted average number of shares outstanding: | |||||||||||||||||
Basic | 136,380 | 135,968 | 136,381 | 133,919 | |||||||||||||
Dilutive effect of: | |||||||||||||||||
Options to purchase common stock | 3,945 | 4,890 | 4,613 | 4,107 | |||||||||||||
Other dilutive securities | 126 | 565 | 208 | 1,624 | |||||||||||||
Diluted | 140,451 | 141,423 | 141,202 | 139,650 | |||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Operating Segment Information | The following tables present our segment information for the three and nine months ended September 30, 2013 and 2012. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers. | ||||||||||||||||
Three months ended September 30, 2013 | |||||||||||||||||
Leisure | Egencia | Corporate | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue | $ | 1,316,483 | $ | 85,377 | $ | — | $ | 1,401,860 | |||||||||
Adjusted EBITDA | $ | 419,156 | $ | 11,482 | $ | (90,741 | ) | $ | 339,897 | ||||||||
Depreciation | (26,525 | ) | (3,643 | ) | (22,797 | ) | (52,965 | ) | |||||||||
Amortization of intangible assets | — | — | (18,514 | ) | (18,514 | ) | |||||||||||
Stock-based compensation | — | — | (18,039 | ) | (18,039 | ) | |||||||||||
Legal reserves, occupancy tax and other | — | — | (6,874 | ) | (6,874 | ) | |||||||||||
Realized gain on revenue hedges | (4,814 | ) | — | — | (4,814 | ) | |||||||||||
Operating income (loss) | $ | 387,817 | $ | 7,839 | $ | (156,965 | ) | 238,691 | |||||||||
Other expense, net | (26,611 | ) | |||||||||||||||
Income from continuing operations before income taxes | 212,080 | ||||||||||||||||
Provision for income taxes | (45,356 | ) | |||||||||||||||
Net income | 166,724 | ||||||||||||||||
Net loss attributable to noncontrolling interests | 4,135 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 170,859 | |||||||||||||||
Three months ended September 30, 2012 | |||||||||||||||||
Leisure | Egencia | Corporate | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue | $ | 1,121,267 | $ | 77,753 | $ | — | $ | 1,199,020 | |||||||||
Adjusted EBITDA | $ | 357,032 | $ | 12,446 | $ | (75,902 | ) | $ | 293,576 | ||||||||
Depreciation | (20,323 | ) | (3,051 | ) | (20,500 | ) | (43,874 | ) | |||||||||
Amortization of intangible assets | — | — | (9,474 | ) | (9,474 | ) | |||||||||||
Stock-based compensation | — | — | (15,338 | ) | (15,338 | ) | |||||||||||
Legal reserves, occupancy tax and other | — | — | (2,310 | ) | (2,310 | ) | |||||||||||
Realized loss on revenue hedges | 4,510 | — | — | 4,510 | |||||||||||||
Operating income (loss) | $ | 341,219 | $ | 9,395 | $ | (123,524 | ) | 227,090 | |||||||||
Other expense, net | (22,752 | ) | |||||||||||||||
Income from continuing operations before income taxes | 204,338 | ||||||||||||||||
Provision for income taxes | (36,150 | ) | |||||||||||||||
Income from continuing operations | 168,188 | ||||||||||||||||
Discontinued operations, net of taxes | 1,543 | ||||||||||||||||
Net income | 169,731 | ||||||||||||||||
Net loss attributable to noncontrolling interests | 1,746 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 171,477 | |||||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||
Leisure | Egencia | Corporate | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue | $ | 3,350,040 | $ | 269,204 | $ | — | $ | 3,619,244 | |||||||||
Adjusted EBITDA | $ | 862,107 | $ | 41,172 | $ | (266,552 | ) | $ | 636,727 | ||||||||
Depreciation | (75,093 | ) | (10,675 | ) | (67,202 | ) | (152,970 | ) | |||||||||
Amortization of intangible assets | — | — | (49,921 | ) | (49,921 | ) | |||||||||||
Stock-based compensation | — | — | (109,203 | ) | (109,203 | ) | |||||||||||
Legal reserves, occupancy tax and other | — | — | (74,678 | ) | (74,678 | ) | |||||||||||
Acquistion-related and other | — | — | (9,829 | ) | (9,829 | ) | |||||||||||
Realized gain on revenue hedges | (12,777 | ) | — | — | (12,777 | ) | |||||||||||
Operating income (loss) | $ | 774,237 | $ | 30,497 | $ | (577,385 | ) | 227,349 | |||||||||
Other expense, net | (47,117 | ) | |||||||||||||||
Income from continuing operations before income taxes | 180,232 | ||||||||||||||||
Provision for income taxes | (57,861 | ) | |||||||||||||||
Net income | 122,371 | ||||||||||||||||
Net loss attributable to noncontrolling interests | 15,762 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 138,133 | |||||||||||||||
Nine months ended September 30, 2012 | |||||||||||||||||
Leisure | Egencia | Corporate | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue | $ | 2,849,332 | $ | 206,156 | $ | — | $ | 3,055,488 | |||||||||
Adjusted EBITDA | $ | 811,307 | $ | 40,168 | $ | (233,180 | ) | $ | 618,295 | ||||||||
Depreciation | (53,580 | ) | (7,796 | ) | (55,478 | ) | (116,854 | ) | |||||||||
Amortization of intangible assets | — | — | (21,527 | ) | (21,527 | ) | |||||||||||
Stock-based compensation | — | — | (48,910 | ) | (48,910 | ) | |||||||||||
Legal reserves, occupancy tax and other | — | — | (5,384 | ) | (5,384 | ) | |||||||||||
Realized loss on revenue hedges | 4,594 | — | — | 4,594 | |||||||||||||
Operating income (loss) | $ | 762,321 | $ | 32,372 | $ | (364,479 | ) | 430,214 | |||||||||
Other expense, net | (64,185 | ) | |||||||||||||||
Income from continuing operations before income taxes | 366,029 | ||||||||||||||||
Provision for income taxes | (70,145 | ) | |||||||||||||||
Income from continuing operations | 295,884 | ||||||||||||||||
Discontinued operations, net of taxes | (22,346 | ) | |||||||||||||||
Net income | 273,538 | ||||||||||||||||
Net income attributable to noncontrolling interests | (101 | ) | |||||||||||||||
Net income attributable to Expedia, Inc. | $ | 273,437 | |||||||||||||||
Guarantor_and_NonGuarantor_Sup1
Guarantor and Non-Guarantor Supplemental Financial Information (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Schedule of Statement of Operations Information | CONDENSED CONSOLIDATING STATEMENT OF OPERATION | ||||||||||||||||||||
Three months ended September 30, 2013 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 1,109,955 | $ | 310,177 | $ | (18,272 | ) | $ | 1,401,860 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 213,432 | 61,517 | 1,369 | 276,318 | ||||||||||||||||
Selling and marketing | — | 408,946 | 235,871 | (19,521 | ) | 625,296 | |||||||||||||||
Technology and content | — | 99,450 | 44,355 | 11 | 143,816 | ||||||||||||||||
General and administrative | — | 55,772 | 36,710 | (131 | ) | 92,351 | |||||||||||||||
Amortization of intangible assets | — | 280 | 18,234 | — | 18,514 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 6,874 | — | — | 6,874 | ||||||||||||||||
Intercompany (income) expense, net | — | 134,901 | (134,901 | ) | — | — | |||||||||||||||
Operating income | — | 190,300 | 48,391 | — | 238,691 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings of consolidated subsidiaries | 184,034 | 75,000 | — | (259,034 | ) | — | |||||||||||||||
Other, net | (20,698 | ) | 2,676 | (8,589 | ) | — | (26,611 | ) | |||||||||||||
Total other income (expense), net | 163,336 | 77,676 | (8,589 | ) | (259,034 | ) | (26,611 | ) | |||||||||||||
Income before income taxes | 163,336 | 267,976 | 39,802 | (259,034 | ) | 212,080 | |||||||||||||||
Provision for income taxes | 7,523 | (78,275 | ) | 25,396 | — | (45,356 | ) | ||||||||||||||
Net income | 170,859 | 189,701 | 65,198 | (259,034 | ) | 166,724 | |||||||||||||||
Net loss attributable to noncontrolling interests | — | — | 4,135 | — | 4,135 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 170,859 | $ | 189,701 | $ | 69,333 | $ | (259,034 | ) | $ | 170,859 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 170,859 | $ | 190,388 | $ | 94,449 | $ | (259,034 | ) | $ | 196,662 | ||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATION | |||||||||||||||||||||
Three months ended September 30, 2012 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 1,039,520 | $ | 160,882 | $ | (1,382 | ) | $ | 1,199,020 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 194,103 | 48,996 | 534 | 243,633 | ||||||||||||||||
Selling and marketing | — | 374,409 | 133,420 | (2,073 | ) | 505,756 | |||||||||||||||
Technology and content | — | 90,427 | 35,232 | (42 | ) | 125,617 | |||||||||||||||
General and administrative | — | 55,112 | 29,829 | 199 | 85,140 | ||||||||||||||||
Amortization of intangible assets | — | 1,555 | 7,919 | — | 9,474 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 2,310 | — | — | 2,310 | ||||||||||||||||
Intercompany (income) expense, net | — | 207,291 | (207,291 | ) | — | — | |||||||||||||||
Operating income | — | 114,313 | 112,777 | — | 227,090 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings of consolidated subsidiaries | 183,803 | 112,800 | — | (296,603 | ) | — | |||||||||||||||
Other, net | (20,835 | ) | (3,871 | ) | 1,954 | — | (22,752 | ) | |||||||||||||
Total other income (expense), net | 162,968 | 108,929 | 1,954 | (296,603 | ) | (22,752 | ) | ||||||||||||||
Income before income taxes | 162,968 | 223,242 | 114,731 | (296,603 | ) | 204,338 | |||||||||||||||
Provision for income taxes | 6,966 | (38,609 | ) | (4,507 | ) | — | (36,150 | ) | |||||||||||||
Income from continuing operations | 169,934 | 184,633 | 110,224 | (296,603 | ) | 168,188 | |||||||||||||||
Discontinued operations, net of taxes | 1,543 | — | — | — | 1,543 | ||||||||||||||||
Net income | 171,477 | 184,633 | 110,224 | (296,603 | ) | 169,731 | |||||||||||||||
Net loss attributable to noncontrolling interests | — | — | 1,746 | — | 1,746 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 171,477 | $ | 184,633 | $ | 111,970 | $ | (296,603 | ) | $ | 171,477 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 171,477 | $ | 184,921 | $ | 125,859 | $ | (296,603 | ) | $ | 185,654 | ||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATION | |||||||||||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 2,934,567 | $ | 719,407 | $ | (34,730 | ) | $ | 3,619,244 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 613,923 | 172,065 | 3,518 | 789,506 | ||||||||||||||||
Selling and marketing | — | 1,157,873 | 592,234 | (38,188 | ) | 1,711,919 | |||||||||||||||
Technology and content | — | 292,459 | 130,309 | 13 | 422,781 | ||||||||||||||||
General and administrative | — | 160,599 | 116,092 | (73 | ) | 276,618 | |||||||||||||||
Amortization of intangible assets | — | 2,761 | 47,160 | — | 49,921 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 74,678 | — | — | 74,678 | ||||||||||||||||
Acquistion-related and other | — | — | 66,472 | — | 66,472 | ||||||||||||||||
Intercompany (income) expense, net | — | 534,141 | (534,141 | ) | — | — | |||||||||||||||
Operating income | — | 98,133 | 129,216 | — | 227,349 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings (losses) of consolidated subsidiaries | 175,368 | 115,901 | — | (291,269 | ) | — | |||||||||||||||
Other, net | (62,378 | ) | 20,881 | (5,620 | ) | — | (47,117 | ) | |||||||||||||
Total other income (expense), net | 112,990 | 136,782 | (5,620 | ) | (291,269 | ) | (47,117 | ) | |||||||||||||
Income before income taxes | 112,990 | 234,915 | 123,596 | (291,269 | ) | 180,232 | |||||||||||||||
Provision for income taxes | 25,143 | (54,395 | ) | (28,609 | ) | — | (57,861 | ) | |||||||||||||
Net income | 138,133 | 180,520 | 94,987 | (291,269 | ) | 122,371 | |||||||||||||||
Net loss attributable to noncontrolling interests | — | — | 15,762 | — | 15,762 | ||||||||||||||||
Net income attributable to Expedia, Inc. | $ | 138,133 | $ | 180,520 | $ | 110,749 | $ | (291,269 | ) | $ | 138,133 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 138,133 | $ | 179,830 | $ | 120,606 | $ | (291,269 | ) | $ | 147,300 | ||||||||||
CONDENSED CONSOLIDATING STATEMENT OF OPERATION | |||||||||||||||||||||
Nine months ended September 30, 2012 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 2,664,255 | $ | 395,282 | $ | (4,049 | ) | $ | 3,055,488 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 550,129 | 122,354 | 989 | 673,472 | ||||||||||||||||
Selling and marketing | — | 990,527 | 342,646 | (5,772 | ) | 1,327,401 | |||||||||||||||
Technology and content | — | 260,231 | 90,773 | (450 | ) | 350,554 | |||||||||||||||
General and administrative | — | 161,570 | 84,182 | 1,184 | 246,936 | ||||||||||||||||
Amortization of intangible assets | — | 4,888 | 16,639 | — | 21,527 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 5,384 | — | — | 5,384 | ||||||||||||||||
Intercompany (income) expense, net | — | 521,952 | (521,952 | ) | — | — | |||||||||||||||
Operating income | — | 169,574 | 260,640 | — | 430,214 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings of consolidated subsidiaries | 333,172 | 251,410 | — | (584,582 | ) | — | |||||||||||||||
Other, net | (62,536 | ) | (39,564 | ) | 37,915 | — | (64,185 | ) | |||||||||||||
Total other income (expense), net | 270,636 | 211,846 | 37,915 | (584,582 | ) | (64,185 | ) | ||||||||||||||
Income from continuing operations before income taxes | 270,636 | 381,420 | 298,555 | (584,582 | ) | 366,029 | |||||||||||||||
Provision for income taxes | 25,147 | (45,614 | ) | (49,678 | ) | — | (70,145 | ) | |||||||||||||
Income from continuing operations | 295,783 | 335,806 | 248,877 | (584,582 | ) | 295,884 | |||||||||||||||
Discontinued operations, net of taxes | (22,346 | ) | — | — | — | (22,346 | ) | ||||||||||||||
Net income | 273,437 | 335,806 | 248,877 | (584,582 | ) | 273,538 | |||||||||||||||
Net income attributable to noncontrolling interests | — | — | (101 | ) | — | (101 | ) | ||||||||||||||
Net income attributable to Expedia, Inc. | $ | 273,437 | $ | 335,806 | $ | 248,776 | $ | (584,582 | ) | $ | 273,437 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 273,437 | $ | 336,580 | $ | 252,768 | $ | (584,582 | ) | $ | 278,203 | ||||||||||
Schedule of Balance Sheet Information | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Revenue | $ | — | $ | 2,664,255 | $ | 395,282 | $ | (4,049 | ) | $ | 3,055,488 | ||||||||||
Costs and expenses: | |||||||||||||||||||||
Cost of revenue | — | 550,129 | 122,354 | 989 | 673,472 | ||||||||||||||||
Selling and marketing | — | 990,527 | 342,646 | (5,772 | ) | 1,327,401 | |||||||||||||||
Technology and content | — | 260,231 | 90,773 | (450 | ) | 350,554 | |||||||||||||||
General and administrative | — | 161,570 | 84,182 | 1,184 | 246,936 | ||||||||||||||||
Amortization of intangible assets | — | 4,888 | 16,639 | — | 21,527 | ||||||||||||||||
Legal reserves, occupancy tax and other | — | 5,384 | — | — | 5,384 | ||||||||||||||||
Intercompany (income) expense, net | — | 521,952 | (521,952 | ) | — | — | |||||||||||||||
Operating income | — | 169,574 | 260,640 | — | 430,214 | ||||||||||||||||
Other income (expense): | |||||||||||||||||||||
Equity in pre-tax earnings of consolidated subsidiaries | 333,172 | 251,410 | — | (584,582 | ) | — | |||||||||||||||
Other, net | (62,536 | ) | (39,564 | ) | 37,915 | — | (64,185 | ) | |||||||||||||
Total other income (expense), net | 270,636 | 211,846 | 37,915 | (584,582 | ) | (64,185 | ) | ||||||||||||||
Income from continuing operations before income taxes | 270,636 | 381,420 | 298,555 | (584,582 | ) | 366,029 | |||||||||||||||
Provision for income taxes | 25,147 | (45,614 | ) | (49,678 | ) | — | (70,145 | ) | |||||||||||||
Income from continuing operations | 295,783 | 335,806 | 248,877 | (584,582 | ) | 295,884 | |||||||||||||||
Discontinued operations, net of taxes | (22,346 | ) | — | — | — | (22,346 | ) | ||||||||||||||
Net income | 273,437 | 335,806 | 248,877 | (584,582 | ) | 273,538 | |||||||||||||||
Net income attributable to noncontrolling interests | — | — | (101 | ) | — | (101 | ) | ||||||||||||||
Net income attributable to Expedia, Inc. | $ | 273,437 | $ | 335,806 | $ | 248,776 | $ | (584,582 | ) | $ | 273,437 | ||||||||||
Comprehensive income attributable to Expedia, Inc. | $ | 273,437 | $ | 336,580 | $ | 252,768 | $ | (584,582 | ) | $ | 278,203 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
September 30, 2013 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Total current assets | $ | 150,112 | $ | 3,407,256 | $ | 383,210 | $ | (1,234,772 | ) | $ | 2,705,806 | ||||||||||
Investment in subsidiaries | 4,499,392 | 1,307,092 | — | (5,806,484 | ) | — | |||||||||||||||
Intangible assets, net | — | 638,015 | 491,516 | — | 1,129,531 | ||||||||||||||||
Goodwill | — | 2,436,533 | 1,221,461 | — | 3,657,994 | ||||||||||||||||
Other assets, net | 4,249 | 529,406 | 174,624 | — | 708,279 | ||||||||||||||||
TOTAL ASSETS | $ | 4,653,753 | $ | 8,318,302 | $ | 2,270,811 | $ | (7,041,256 | ) | $ | 8,201,610 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Total current liabilities | $ | 1,099,052 | $ | 3,394,877 | $ | 462,262 | $ | (1,234,772 | ) | $ | 3,721,419 | ||||||||||
Long-term debt | 1,249,395 | — | — | — | 1,249,395 | ||||||||||||||||
Other liabilities | — | 413,452 | 512,038 | — | 925,490 | ||||||||||||||||
Stockholders’ equity | 2,305,306 | 4,509,973 | 1,296,511 | (5,806,484 | ) | 2,305,306 | |||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 4,653,753 | $ | 8,318,302 | $ | 2,270,811 | $ | (7,041,256 | ) | $ | 8,201,610 | ||||||||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||
Total current assets | $ | 137,942 | $ | 2,674,496 | $ | 675,026 | $ | (872,962 | ) | $ | 2,614,502 | ||||||||||
Investment in subsidiaries | 4,277,954 | 1,188,871 | — | (5,466,825 | ) | — | |||||||||||||||
Intangible assets, net | — | 634,853 | 186,566 | — | 821,419 | ||||||||||||||||
Goodwill | — | 2,436,533 | 579,137 | — | 3,015,670 | ||||||||||||||||
Other assets, net | 4,790 | 473,439 | 155,375 | — | 633,604 | ||||||||||||||||
TOTAL ASSETS | $ | 4,420,686 | $ | 7,408,192 | $ | 1,596,104 | $ | (6,339,787 | ) | $ | 7,085,195 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||
Total current liabilities | $ | 781,953 | $ | 2,708,755 | $ | 364,565 | $ | (872,962 | ) | $ | 2,982,311 | ||||||||||
Long-term debt | 1,249,345 | — | — | — | 1,249,345 | ||||||||||||||||
Other liabilities | — | 415,465 | 48,686 | — | 464,151 | ||||||||||||||||
Stockholders’ equity | 2,389,388 | 4,283,972 | 1,182,853 | (5,466,825 | ) | 2,389,388 | |||||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 4,420,686 | $ | 7,408,192 | $ | 1,596,104 | $ | (6,339,787 | ) | $ | 7,085,195 | ||||||||||
Schedule of Cash Flow Statement Information | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||||||||||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidated | ||||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Operating activities: | |||||||||||||||||||||
Net cash provided by operating activities from continuing operations | $ | — | $ | 269,993 | $ | 705,422 | $ | 975,415 | |||||||||||||
Investing activities: | |||||||||||||||||||||
Capital expenditures, including internal-use software and website development | — | (180,193 | ) | (55,223 | ) | (235,416 | ) | ||||||||||||||
Purchases of investments | — | (919,108 | ) | (220,049 | ) | (1,139,157 | ) | ||||||||||||||
Sales and maturities of investments | — | 1,099,773 | 238,289 | 1,338,062 | |||||||||||||||||
Acquisitions, net of cash acquired | — | — | (540,489 | ) | (540,489 | ) | |||||||||||||||
Other, net | — | 40,228 | (177 | ) | 40,051 | ||||||||||||||||
Net cash provided by (used in) investing activities from continuing operations | — | 40,700 | (577,649 | ) | (536,949 | ) | |||||||||||||||
Financing activities: | |||||||||||||||||||||
Purchases of treasury stock | (355,689 | ) | — | — | (355,689 | ) | |||||||||||||||
Proceeds from issuance of treasury stock | 25,273 | — | — | 25,273 | |||||||||||||||||
Proceeds from exercise of equity awards | 40,639 | — | 2,054 | 42,693 | |||||||||||||||||
Transfers (to) from related parties | 313,817 | (313,817 | ) | — | — | ||||||||||||||||
Other, net | (24,040 | ) | 6,330 | (14,922 | ) | (32,632 | ) | ||||||||||||||
Net cash used in financing activities from continuing operations | — | (307,487 | ) | (12,868 | ) | (320,355 | ) | ||||||||||||||
Net cash provided by continuing operations | — | 3,206 | 114,905 | 118,111 | |||||||||||||||||
Net cash provided by discontinued operations | — | 13,637 | — | 13,637 | |||||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | (28,418 | ) | (1,993 | ) | (30,411 | ) | ||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (11,575 | ) | 112,912 | 101,337 | ||||||||||||||||
Cash and cash equivalents at beginning of period | — | 1,007,155 | 286,006 | 1,293,161 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 995,580 | $ | 398,918 | $ | 1,394,498 | |||||||||||||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||||||||||||||||||||
Nine months ended September 30, 2012 | |||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | Consolidated | ||||||||||||||||||
Subsidiaries | Subsidiaries | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Operating activities: | |||||||||||||||||||||
Net cash provided by operating activities from continuing operations | $ | — | $ | 1,270,214 | $ | 183,694 | $ | 1,453,908 | |||||||||||||
Investing activities: | |||||||||||||||||||||
Capital expenditures, including internal-use software and website development | — | (143,051 | ) | (33,929 | ) | (176,980 | ) | ||||||||||||||
Purchases of investments | — | (1,265,212 | ) | (265,537 | ) | (1,530,749 | ) | ||||||||||||||
Sales and maturities of investments | — | 992,292 | 251,773 | 1,244,065 | |||||||||||||||||
Acquisitions, net of cash acquired | — | — | (198,398 | ) | (198,398 | ) | |||||||||||||||
Other, net | — | (8,511 | ) | (2,203 | ) | (10,714 | ) | ||||||||||||||
Net cash used in investing activities from continuing operations | — | (424,482 | ) | (248,294 | ) | (672,776 | ) | ||||||||||||||
Financing activities: | |||||||||||||||||||||
Purchases of treasury stock | (366,037 | ) | — | — | (366,037 | ) | |||||||||||||||
Payment of dividends to stockholders | (42,470 | ) | — | — | (42,470 | ) | |||||||||||||||
Proceeds from exercise of equity awards | 231,073 | — | 1,585 | 232,658 | |||||||||||||||||
Transfers (to) from related parties | 149,001 | (149,001 | ) | — | — | ||||||||||||||||
Other, net | 28,433 | (2,746 | ) | (3,765 | ) | 21,922 | |||||||||||||||
Net cash used in financing activities from continuing operations | — | (151,747 | ) | (2,180 | ) | (153,927 | ) | ||||||||||||||
Net cash provided by (used in) continuing operations | — | 693,985 | (66,780 | ) | 627,205 | ||||||||||||||||
Net cash used in discontinued operations | — | (7,607 | ) | — | (7,607 | ) | |||||||||||||||
Effect of exchange rate changes on cash and cash equivalents | — | 5,863 | 133 | 5,996 | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 692,241 | (66,647 | ) | 625,594 | ||||||||||||||||
Cash and cash equivalents at beginning of period | — | 357,252 | 331,882 | 689,134 | |||||||||||||||||
Cash and cash equivalents at end of period | $ | — | $ | 1,049,493 | $ | 265,235 | $ | 1,314,728 | |||||||||||||
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (8.5% Senior Notes Due 2016, USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Dec. 20, 2011 |
8.5% Senior Notes Due 2016 | |
Business Acquisitions and Dispositions [Line Items] | |
Senior unsecured notes principal amount | $400 |
Senior notes, interest rate | 8.50% |
Senior notes, maturity date | 2016 |
Acquisitions_and_Dispositions_1
Acquisitions and Dispositions - Additional Information (Detail) | 9 Months Ended | 1 Months Ended | 1 Months Ended | ||||||
Sep. 30, 2013 | Dec. 31, 2012 | Mar. 08, 2013 | Mar. 08, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 19, 2012 | Dec. 20, 2011 | ||
USD ($) | USD ($) | Trivago | Trivago | During the first quarter of 2016 | During the first quarter of 2018 | 8.5% Senior Notes Due 2016 | 8.5% Senior Notes Due 2016 | ||
USD ($) | EUR (€) | USD ($) | USD ($) | ||||||
Significant Acquisitions and Disposals [Line Items] | |||||||||
Percentage of equity position acquired | 63.00% | ||||||||
Percentage of fully diluted basis acquired | 61.60% | ||||||||
Business acquisition, total cash paid | $564,000,000 | € 434,000,000 | |||||||
Business acquisition, cash consideration paid to shareholders | 553,834,000 | ||||||||
Business acquisition, cash paid to settle portion of employee compensation plan | 9,829,000 | 9,829,000 | |||||||
Business acquisition, common stock consideration | 43,000,000 | ||||||||
Business acquisition, common stock consideration, shares | 875,200 | ||||||||
Business acquisition, fair value of replaced employee stock-based awards of acquiree | 15,000,000 | ||||||||
Business acquisition, amount expensed at acquisition | 66,472,000 | [1] | 66,472,000 | ||||||
Stock-based compensation | 56,643,000 | ||||||||
Aggregate purchase consideration | 570,000,000 | ||||||||
Goodwill | 3,657,994,000 | 3,015,670,000 | 635,652,000 | ||||||
Percentage of noncontrolling interest | 37.00% | ||||||||
Fair value of noncontrolling interest | 343,984,000 | ||||||||
Minority shareholders right to sell on remaining shares of trivago | 50.00% | 100.00% | |||||||
Senior notes, interest rate | 8.50% | ||||||||
Senior unsecured notes principal amount | 400,000,000 | ||||||||
Redemption of senior notes and accrued interest on senior notes | 450,000,000 | ||||||||
Loss from early extinguishment of debt, pre-tax | -38,000,000 | ||||||||
Loss from early extinguishment of debt, net of tax | -24,000,000 | ||||||||
Redemption premium of senior note | 33,000,000 | ||||||||
Write-off of unamortized debt issuance and discount costs | 5,000,000 | ||||||||
Income tax refund | $14,000,000 | ||||||||
[1] | Includes stock-based compensation as follows: Cost of revenue $ 887 $ 781 $ 2,712 $ 2,503 Selling and marketing 3,943 2,881 11,857 10,574 Technology and content 5,372 3,957 15,459 12,115 General and administrative 7,837 7,719 22,532 23,718 Acquisition-related and other - - 56,643 - |
Summary_of_Fair_Value_of_Asset
Summary of Fair Value of Assets Acquired and Liabilities Assumed in Conjunction with Acquisition (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 08, 2013 | |
In Thousands, unless otherwise specified | Trivago | |||
Business Acquisition [Line Items] | ||||
Goodwill | $3,657,994 | $3,015,670 | $635,652 | |
Intangible assets with indefinite lives | 220,416 | |||
Intangible assets with definite lives | 136,281 | [1] | ||
Net assets | 16,848 | [2] | ||
Deferred tax liabilities | -111,379 | |||
Redeemable noncontrolling interest | -343,984 | |||
Total | $553,834 | |||
[1] | Acquired definite-lived intangible assets primarily consist of technology, partner relationship and non-compete agreement assets and have estimated useful lives of between 3 and 7 years with a weighted average life of 3.7 years. | |||
[2] | Includes cash acquired of $13 million. |
Summary_of_Fair_Value_of_Asset1
Summary of Fair Value of Assets Acquired and Liabilities Assumed in Conjunction with Acquisition (Parenthetical) (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Business Acquisition [Line Items] | |
Weighted average life of acquired intangible assets | 3 years 8 months 12 days |
Business acquisition, cash acquired | $13 |
Minimum | |
Business Acquisition [Line Items] | |
Estimated useful lives of acquired intangible assets | 3 years |
Maximum | |
Business Acquisition [Line Items] | |
Estimated useful lives of acquired intangible assets | 7 years |
Schedule_of_Revenue_and_Income
Schedule of Revenue and Income for Discontinued Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | ||||
Loss before income taxes | -37,568 | |||
Provision for income taxes | 1,543 | 15,222 | ||
Net income (loss) attributable to discontinued operations | $1,543 | ($22,346) | ||
Basic | $0.01 | ($0.17) | ||
Diluted | $0.01 | ($0.16) | ||
Basic | 136,380 | 135,968 | 136,381 | 133,919 |
Diluted | 140,451 | 141,423 | 141,202 | 139,650 |
Financial_Assets_and_Liabiliti
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Foreign Exchange Forward Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contracts, liabilities | $2,365 | $3,290 |
Recurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 962,678 | 1,547,472 |
Recurring Basis | Foreign Exchange Forward Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contracts, liabilities | 2,365 | 3,290 |
Recurring Basis | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 343,199 | 677,523 |
Recurring Basis | Time Deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 64,709 | 89,084 |
Restricted cash | 10,031 | 9,855 |
Investments | 332,499 | 525,533 |
Recurring Basis | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 212,240 | 245,477 |
Fair Value, Inputs, Level 1 | Recurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 343,199 | 677,523 |
Fair Value, Inputs, Level 1 | Recurring Basis | Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 343,199 | 677,523 |
Fair Value, Inputs, Level 2 | Recurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 619,479 | 869,949 |
Fair Value, Inputs, Level 2 | Recurring Basis | Foreign Exchange Forward Contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contracts, liabilities | 2,365 | 3,290 |
Fair Value, Inputs, Level 2 | Recurring Basis | Time Deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 64,709 | 89,084 |
Restricted cash | 10,031 | 9,855 |
Investments | 332,499 | 525,533 |
Fair Value, Inputs, Level 2 | Recurring Basis | Corporate Debt Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $212,240 | $245,477 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Available for sale investments, short-term | $85,000,000 | $85,000,000 | $119,000,000 | ||
Available for sale investments, long-term | 127,000,000 | 127,000,000 | 126,000,000 | ||
Gross unrealized gains | 1,000,000 | 2,000,000 | |||
Gross unrealized losses | 1,000,000 | 1,000,000 | |||
Net gains (losses) from foreign currency forward contracts | -8,000,000 | -22,000,000 | 43,000,000 | -18,000,000 | |
Foreign Exchange Forward Contracts | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Notional amount of foreign currency derivatives | 383,000,000 | 383,000,000 | |||
Foreign currency forward contracts, liabilities | 2,365,000 | 2,365,000 | 3,290,000 | ||
Balance held by majority-owned subsidiaries | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Time deposits held by company's majority-owned subsidiaries | $267,000,000 | $267,000,000 | $274,000,000 |
Long_Term_Debt_Outstanding_Det
Long Term Debt Outstanding (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $1,249,395 | $1,249,345 |
7.456% Senior Notes Due 2018 | ||
Debt Instrument [Line Items] | ||
Long-term debt | 500,000 | 500,000 |
5.95% Senior Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $749,395 | $749,345 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ||
Accrued interest related to senior notes | $10,000,000 | $31,000,000 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Unsecured revolving credit facility | 1,000,000,000 | |
Line of credit facility, expiration date | 2017-11 | |
Interest, on drawn amount | LIBOR plus 150 basis points | |
Commitment fee on undrawn amounts | 0.20% | |
Basis points added to LIBOR rate | 1.50% | |
Letters of credit issued under the credit facility | 19,000,000 | 25,000,000 |
5.95% Senior Notes Due 2020 | ||
Debt Instrument [Line Items] | ||
Senior unsecured notes principal amount | 750,000,000 | |
Senior notes, maturity date | 2020-08 | |
Senior notes, interest rate | 5.95% | |
Senior notes redemption price percentage at the option of company | 100.00% | |
Redemption at option of Company | We may redeem the 5.95% Notes at a redemption price of 100% of the principal plus accrued interest, plus a "make-whole" premium, in whole or in part. | |
Senior notes issued price percentage | 99.89% | |
Fair value of senior notes | 791,000,000 | 832,000,000 |
7.456% Senior Notes Due 2018 | ||
Debt Instrument [Line Items] | ||
Senior unsecured notes principal amount | 500,000,000 | |
Senior notes, maturity date | 2018-08 | |
Senior notes, interest rate | 7.46% | |
Senior notes redemption price percentage at the option of company | 100.00% | |
Redemption at option of Company | At any time Expedia may redeem the 7.456% Notes at a redemption price of 100% of the principal plus accrued interest, plus a "make-whole" premium, in whole or in part. | |
Fair value of senior notes | $580,000,000 | $598,000,000 |
Reconciliation_of_Redeemable_n
Reconciliation of Redeemable non controlling Interest (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Redeemable Noncontrolling Interest [Line Items] | |
Balance, beginning of the period | $13,473 |
Acquisition of redeemable noncontrolling interest | 343,984 |
Purchase of subsidiary shares at fair value | -14,923 |
Net loss attributable to noncontrolling interests | -8,967 |
Fair value adjustments | 22,181 |
Currency translation adjustments and other | 1,918 |
Balance, end of period | $357,666 |
Redeemable_Noncontrolling_Inte2
Redeemable Noncontrolling Interests - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Redeemable Noncontrolling Interest [Line Items] | |
Acquisition of remaining interest in a certain majority-owned subsidiary | $15 |
Summary_of_Dividends_Declared_
Summary of Dividends Declared (Detail) (USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Dividends Payable [Line Items] | ||
Payment of dividends to stockholders | $56,080 | $42,470 |
5-Feb-13 | ||
Dividends Payable [Line Items] | ||
Declaration Date | 5-Feb-13 | |
Dividends per common share | $0.13 | |
Record Date | 11-Mar-13 | |
Payment of dividends to stockholders | 17,983 | |
Payment Date | 28-Mar-13 | |
24-Apr-13 | ||
Dividends Payable [Line Items] | ||
Declaration Date | 24-Apr-13 | |
Dividends per common share | $0.13 | |
Record Date | 30-May-13 | |
Payment of dividends to stockholders | 17,638 | |
Payment Date | 19-Jun-13 | |
24-Jul-13 | ||
Dividends Payable [Line Items] | ||
Declaration Date | 24-Jul-13 | |
Dividends per common share | $0.15 | |
Record Date | 28-Aug-13 | |
Payment of dividends to stockholders | 20,459 | |
Payment Date | 18-Sep-13 | |
9-Feb-12 | ||
Dividends Payable [Line Items] | ||
Declaration Date | 9-Feb-12 | |
Dividends per common share | $0.09 | |
Record Date | 12-Mar-12 | |
Payment of dividends to stockholders | 12,204 | |
Payment Date | 30-Mar-12 | |
25-Apr-12 | ||
Dividends Payable [Line Items] | ||
Declaration Date | 25-Apr-12 | |
Dividends per common share | $0.09 | |
Record Date | 30-May-12 | |
Payment of dividends to stockholders | 12,205 | |
Payment Date | 19-Jun-12 | |
25-Jul-12 | ||
Dividends Payable [Line Items] | ||
Declaration Date | 25-Jul-12 | |
Dividends per common share | $0.13 | |
Record Date | 28-Aug-12 | |
Payment of dividends to stockholders | $18,061 | |
Payment Date | 18-Sep-12 |
Stockholders_Equity_Additional
Stockholders Equity - Additional Information (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Apr. 30, 2012 | Mar. 31, 2013 | Sep. 30, 2013 | Oct. 28, 2013 | Oct. 30, 2013 |
Employee Stock Purchase Plan Twenty Thirteen | Employee Stock Purchase Plan Twenty Thirteen | Dividend Declared | Subsequent Event Share Repurchases | |||
Two Thousand Thirteen Fourth Quarter | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Dividends declaration date | 28-Oct-13 | |||||
Dividends per share | $0.15 | |||||
Dividend payment date | 12-Dec-13 | |||||
Dividend record date | 21-Nov-13 | |||||
Authorized share repurchase | 20,000,000 | |||||
Stock repurchased, shares | 6,300,000 | 1,700,000 | ||||
Stock repurchased, value | $348 | $87 | ||||
Average repurchase price per share | $55.01 | $52.06 | ||||
Shares authorized and remaining under the repurchase program | 11,700,000 | |||||
Common stock purchase price as percentage of fair market value | 85.00% | |||||
Eligible employees contribution of base compensation | 10.00% | |||||
Shares of our common stock reserved for issuance | 1,500,000 | |||||
Employee stock purchase plan, shares purchased | 37,000 | |||||
Employee stock ownership plan, average purchase price of shares purchased | $39.75 |
Basic_and_Diluted_Earnings_Per
Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share Disclosure [Line Items] | ||||
Income from continuing operations attributable to Expedia, Inc. | $170,859 | $169,934 | $138,133 | $295,783 |
Earnings per share from continuing operations attributable to Expedia, Inc. available to common stockholders: | ||||
Basic | $1.25 | $1.25 | $1.01 | $2.21 |
Diluted | $1.22 | $1.20 | $0.98 | $2.12 |
Weighted average number of shares outstanding: Basic | 136,380 | 135,968 | 136,381 | 133,919 |
Options to purchase common stock | 3,945 | 4,890 | 4,613 | 4,107 |
Other dilutive securities | 126 | 565 | 208 | 1,624 |
Weighted average number of shares outstanding, Diluted | 140,451 | 141,423 | 141,202 | 139,650 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Income Taxes [Line Items] | |
Statute of limitations expiration date | 30-Jun-14 |
Reasonably possible decrease in liability related to uncertain tax positions within twelve months of the current reporting date | $29 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 11, 2013 | Jan. 11, 2013 | Jan. 11, 2013 | Mar. 15, 2013 | 20-May-13 | Sep. 30, 2013 | Dec. 31, 2009 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Litigation Related to Other Taxes | Litigation Related to Other Taxes | Litigation Related to Other Taxes | Travelocity | City of San Francisco | 2000 - 2011 Tax Assessment | 2000 - 2011 Tax Assessment | 2000 - 2011 Tax Assessment | 2000 - 2011 Tax Assessment | 2012 Tax Assessment | Litigation relating to occupancy tax | Litigation relating to occupancy tax | Litigation relating to occupancy tax | Matters relating to hotel booking practices | Matters relating to hotel booking practices | |
Penalties and Interest Thereon | Litigation Related to Other Taxes | Litigation Related to Other Taxes | Litigation Related to Other Taxes | Litigation Related to Other Taxes | Litigation Related to Other Taxes | LegalMatter | Minimum | ||||||||
Excise Tax Related Liabilities | Accrued Interest | Penalties and Interest Thereon | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Put right held by Sabre, exercisable period | 24 months | ||||||||||||||
Put right exercise window | 2016 | ||||||||||||||
Number of lawsuits filed by cities, counties and states involving hotel occupancy taxes | 86 | ||||||||||||||
Number of lawsuits currently active | 35 | ||||||||||||||
Number of lawsuits dismissed to date | 35 | ||||||||||||||
Number of dismissals based on finding that defendant was not subject to local hotel occupancy tax or the local government lacked standing to pursue claims | 21 | ||||||||||||||
Reserve for legal contingencies | $43 | $35 | |||||||||||||
Accrual related to court decisions and final settlements related to hotel occupancy taxes | 1 | ||||||||||||||
Occupancy tax assessments tax payment (refund) | 48 | ||||||||||||||
Tax assessments including interest and penalties | 22 | 110 | 78 | 32 | 60 | 20.5 | |||||||||
Tax penalties on assessment, percentage | 50.00% | ||||||||||||||
Litigation relating to general excise tax, expense | 64 | 110 | |||||||||||||
Pay-to-play general excise tax payment | 171 | 18 | |||||||||||||
Estimate of possible amounts in excess of accrual | $22 | ||||||||||||||
Number of Putative class action law suits | 30 | ||||||||||||||
Date of Hearing on defendants' motion to dismiss | 17-Dec-13 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
TripAdvisor Inc. | |||||
Related Party Transaction [Line Items] | |||||
Revenue recognized related to agreements with TripAdvisor | $1 | $2 | $4 | $5 | |
Expense recognized related to agreements with TripAdvisor | 56 | 57 | 171 | 164 | |
Net amounts payable | 25 | 25 | 24 | ||
Liberty | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued from treasury stock | 467,672 | ||||
Price per share | $54.04 | ||||
stock issued, aggregate value | $25 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 2 |
Segment_Information_Detail
Segment Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ||||
Revenue | $1,401,860 | $1,199,020 | $3,619,244 | $3,055,488 |
Adjusted EBITDA | 339,897 | 293,576 | 636,727 | 618,295 |
Depreciation | -52,965 | -43,874 | -152,970 | -116,854 |
Amortization of intangible assets | -18,514 | -9,474 | -49,921 | -21,527 |
Stock-based compensation | -18,039 | -15,338 | -109,203 | -48,910 |
Legal reserves, occupancy tax and other | -6,874 | -2,310 | -74,678 | -5,384 |
Acquistion-related and other | -9,829 | |||
Realized (gain) loss on revenue hedges | -4,814 | 4,510 | -12,777 | 4,594 |
Operating income | 238,691 | 227,090 | 227,349 | 430,214 |
Other expense, net | -26,611 | -22,752 | -47,117 | -64,185 |
Income (loss) from continuing operations before income taxes | 212,080 | 204,338 | 180,232 | 366,029 |
Provision for income taxes | -45,356 | -36,150 | -57,861 | -70,145 |
Income (loss) from continuing operations | 166,724 | 168,188 | 122,371 | 295,884 |
Discontinued operations, net of taxes | 1,543 | -22,346 | ||
Net income (loss) | 166,724 | 169,731 | 122,371 | 273,538 |
Net (income) loss attributable to noncontrolling interests | 4,135 | 1,746 | 15,762 | -101 |
Net income (loss) attributable to Expedia, Inc. | 170,859 | 171,477 | 138,133 | 273,437 |
Leisure | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,316,483 | 1,121,267 | 3,350,040 | 2,849,332 |
Adjusted EBITDA | 419,156 | 357,032 | 862,107 | 811,307 |
Depreciation | -26,525 | -20,323 | -75,093 | -53,580 |
Realized (gain) loss on revenue hedges | -4,814 | 4,510 | -12,777 | 4,594 |
Operating income | 387,817 | 341,219 | 774,237 | 762,321 |
Egencia | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 85,377 | 77,753 | 269,204 | 206,156 |
Adjusted EBITDA | 11,482 | 12,446 | 41,172 | 40,168 |
Depreciation | -3,643 | -3,051 | -10,675 | -7,796 |
Operating income | 7,839 | 9,395 | 30,497 | 32,372 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | -90,741 | -75,902 | -266,552 | -233,180 |
Depreciation | -22,797 | -20,500 | -67,202 | -55,478 |
Amortization of intangible assets | -18,514 | -9,474 | -49,921 | -21,527 |
Stock-based compensation | -18,039 | -15,338 | -109,203 | -48,910 |
Legal reserves, occupancy tax and other | -6,874 | -2,310 | -74,678 | -5,384 |
Acquistion-related and other | -9,829 | |||
Operating income | ($156,965) | ($123,524) | ($577,385) | ($364,479) |
Schedule_of_Statement_of_Opera
Schedule of Statement of Operations Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | $1,401,860 | $1,199,020 | $3,619,244 | $3,055,488 | ||||
Costs and expenses: | ||||||||
Cost of revenue | 276,318 | [1] | 243,633 | [1] | 789,506 | [1] | 673,472 | [1] |
Selling and marketing | 625,296 | [1],[2] | 505,756 | [1],[2] | 1,711,919 | [1],[2] | 1,327,401 | [1],[2] |
Technology and content | 143,816 | [1] | 125,617 | [1] | 422,781 | [1] | 350,554 | [1] |
General and administrative | 92,351 | [1] | 85,140 | [1] | 276,618 | [1] | 246,936 | [1] |
Amortization of intangible assets | 18,514 | 9,474 | 49,921 | 21,527 | ||||
Legal reserves, occupancy tax and other | 6,874 | 2,310 | 74,678 | 5,384 | ||||
Acquistion-related and other | 66,472 | [1] | ||||||
Operating income | 238,691 | 227,090 | 227,349 | 430,214 | ||||
Other income (expense): | ||||||||
Other, net | -26,611 | -22,752 | -47,117 | -64,185 | ||||
Total other expense, net | -26,611 | -22,752 | -47,117 | -64,185 | ||||
Income before income taxes | 212,080 | 204,338 | 180,232 | 366,029 | ||||
Provision for income taxes | -45,356 | -36,150 | -57,861 | -70,145 | ||||
Income (loss) from continuing operations | 166,724 | 168,188 | 122,371 | 295,884 | ||||
Discontinued operations, net of taxes | 1,543 | -22,346 | ||||||
Net income | 166,724 | 169,731 | 122,371 | 273,538 | ||||
Net (income) loss attributable to noncontrolling interests | 4,135 | 1,746 | 15,762 | -101 | ||||
Net income (loss) attributable to Expedia, Inc. | 170,859 | 171,477 | 138,133 | 273,437 | ||||
Comprehensive income (loss) attributable to Expedia, Inc. | 196,662 | 185,654 | 147,300 | 278,203 | ||||
Parent | ||||||||
Other income (expense): | ||||||||
Equity in pre-tax earnings (losses) of consolidated subsidiaries | 184,034 | 183,803 | 175,368 | 333,172 | ||||
Other, net | -20,698 | -20,835 | -62,378 | -62,536 | ||||
Total other expense, net | 163,336 | 162,968 | 112,990 | 270,636 | ||||
Income before income taxes | 163,336 | 162,968 | 112,990 | 270,636 | ||||
Provision for income taxes | 7,523 | 6,966 | 25,143 | 25,147 | ||||
Income (loss) from continuing operations | 169,934 | 295,783 | ||||||
Discontinued operations, net of taxes | 1,543 | -22,346 | ||||||
Net income | 170,859 | 171,477 | 138,133 | 273,437 | ||||
Net income (loss) attributable to Expedia, Inc. | 170,859 | 171,477 | 138,133 | 273,437 | ||||
Comprehensive income (loss) attributable to Expedia, Inc. | 170,859 | 171,477 | 138,133 | 273,437 | ||||
Guarantor Subsidiaries | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | 1,109,955 | 1,039,520 | 2,934,567 | 2,664,255 | ||||
Costs and expenses: | ||||||||
Cost of revenue | 213,432 | 194,103 | 613,923 | 550,129 | ||||
Selling and marketing | 408,946 | 374,409 | 1,157,873 | 990,527 | ||||
Technology and content | 99,450 | 90,427 | 292,459 | 260,231 | ||||
General and administrative | 55,772 | 55,112 | 160,599 | 161,570 | ||||
Amortization of intangible assets | 280 | 1,555 | 2,761 | 4,888 | ||||
Legal reserves, occupancy tax and other | 6,874 | 2,310 | 74,678 | 5,384 | ||||
Intercompany (income) expense, net | 134,901 | 207,291 | 534,141 | 521,952 | ||||
Operating income | 190,300 | 114,313 | 98,133 | 169,574 | ||||
Other income (expense): | ||||||||
Equity in pre-tax earnings (losses) of consolidated subsidiaries | 75,000 | 112,800 | 115,901 | 251,410 | ||||
Other, net | 2,676 | -3,871 | 20,881 | -39,564 | ||||
Total other expense, net | 77,676 | 108,929 | 136,782 | 211,846 | ||||
Income before income taxes | 267,976 | 223,242 | 234,915 | 381,420 | ||||
Provision for income taxes | -78,275 | -38,609 | -54,395 | -45,614 | ||||
Income (loss) from continuing operations | 184,633 | 335,806 | ||||||
Net income | 189,701 | 184,633 | 180,520 | 335,806 | ||||
Net income (loss) attributable to Expedia, Inc. | 189,701 | 184,633 | 180,520 | 335,806 | ||||
Comprehensive income (loss) attributable to Expedia, Inc. | 190,388 | 184,921 | 179,830 | 336,580 | ||||
Non-Guarantor Subsidiaries | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | 310,177 | 160,882 | 719,407 | 395,282 | ||||
Costs and expenses: | ||||||||
Cost of revenue | 61,517 | 48,996 | 172,065 | 122,354 | ||||
Selling and marketing | 235,871 | 133,420 | 592,234 | 342,646 | ||||
Technology and content | 44,355 | 35,232 | 130,309 | 90,773 | ||||
General and administrative | 36,710 | 29,829 | 116,092 | 84,182 | ||||
Amortization of intangible assets | 18,234 | 7,919 | 47,160 | 16,639 | ||||
Acquistion-related and other | 66,472 | |||||||
Intercompany (income) expense, net | -134,901 | -207,291 | -534,141 | -521,952 | ||||
Operating income | 48,391 | 112,777 | 129,216 | 260,640 | ||||
Other income (expense): | ||||||||
Other, net | -8,589 | 1,954 | -5,620 | 37,915 | ||||
Total other expense, net | -8,589 | 1,954 | -5,620 | 37,915 | ||||
Income before income taxes | 39,802 | 114,731 | 123,596 | 298,555 | ||||
Provision for income taxes | 25,396 | -4,507 | -28,609 | -49,678 | ||||
Income (loss) from continuing operations | 110,224 | 248,877 | ||||||
Net income | 65,198 | 110,224 | 94,987 | 248,877 | ||||
Net (income) loss attributable to noncontrolling interests | 4,135 | 1,746 | 15,762 | -101 | ||||
Net income (loss) attributable to Expedia, Inc. | 69,333 | 111,970 | 110,749 | 248,776 | ||||
Comprehensive income (loss) attributable to Expedia, Inc. | 94,449 | 125,859 | 120,606 | 252,768 | ||||
Eliminations | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Revenue | -18,272 | -1,382 | -34,730 | -4,049 | ||||
Costs and expenses: | ||||||||
Cost of revenue | 1,369 | 534 | 3,518 | 989 | ||||
Selling and marketing | -19,521 | -2,073 | -38,188 | -5,772 | ||||
Technology and content | 11 | -42 | 13 | -450 | ||||
General and administrative | -131 | 199 | -73 | 1,184 | ||||
Other income (expense): | ||||||||
Equity in pre-tax earnings (losses) of consolidated subsidiaries | -259,034 | -296,603 | -291,269 | -584,582 | ||||
Total other expense, net | -259,034 | -296,603 | -291,269 | -584,582 | ||||
Income before income taxes | -259,034 | -296,603 | -291,269 | -584,582 | ||||
Income (loss) from continuing operations | -296,603 | -584,582 | ||||||
Net income | -259,034 | -296,603 | -291,269 | -584,582 | ||||
Net income (loss) attributable to Expedia, Inc. | -259,034 | -296,603 | -291,269 | -584,582 | ||||
Comprehensive income (loss) attributable to Expedia, Inc. | ($259,034) | ($296,603) | ($291,269) | ($584,582) | ||||
[1] | Includes stock-based compensation as follows: Cost of revenue $ 887 $ 781 $ 2,712 $ 2,503 Selling and marketing 3,943 2,881 11,857 10,574 Technology and content 5,372 3,957 15,459 12,115 General and administrative 7,837 7,719 22,532 23,718 Acquisition-related and other - - 56,643 - | |||||||
[2] | Includes related party amounts as follows: $ 56,162 $ 57,258 $ 171,286 $ 164,339 |
Schedule_of_Balance_Sheet_Info
Schedule of Balance Sheet Information (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Total current assets | $2,705,806 | $2,614,502 |
Intangible assets, net | 1,129,531 | 821,419 |
Goodwill | 3,657,994 | 3,015,670 |
Other assets, net | 708,279 | 633,604 |
TOTAL ASSETS | 8,201,610 | 7,085,195 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Total current liabilities | 3,721,419 | 2,982,311 |
Long-term debt | 1,249,395 | 1,249,345 |
Other liabilities | 925,490 | 464,151 |
Stockholders' equity | 2,305,306 | 2,389,388 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 8,201,610 | 7,085,195 |
Parent | ||
ASSETS | ||
Total current assets | 150,112 | 137,942 |
Investment in subsidiaries | 4,499,392 | 4,277,954 |
Other assets, net | 4,249 | 4,790 |
TOTAL ASSETS | 4,653,753 | 4,420,686 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Total current liabilities | 1,099,052 | 781,953 |
Long-term debt | 1,249,395 | 1,249,345 |
Stockholders' equity | 2,305,306 | 2,389,388 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 4,653,753 | 4,420,686 |
Guarantor Subsidiaries | ||
ASSETS | ||
Total current assets | 3,407,256 | 2,674,496 |
Investment in subsidiaries | 1,307,092 | 1,188,871 |
Intangible assets, net | 638,015 | 634,853 |
Goodwill | 2,436,533 | 2,436,533 |
Other assets, net | 529,406 | 473,439 |
TOTAL ASSETS | 8,318,302 | 7,408,192 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Total current liabilities | 3,394,877 | 2,708,755 |
Other liabilities | 413,452 | 415,465 |
Stockholders' equity | 4,509,973 | 4,283,972 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 8,318,302 | 7,408,192 |
Non-Guarantor Subsidiaries | ||
ASSETS | ||
Total current assets | 383,210 | 675,026 |
Intangible assets, net | 491,516 | 186,566 |
Goodwill | 1,221,461 | 579,137 |
Other assets, net | 174,624 | 155,375 |
TOTAL ASSETS | 2,270,811 | 1,596,104 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Total current liabilities | 462,262 | 364,565 |
Other liabilities | 512,038 | 48,686 |
Stockholders' equity | 1,296,511 | 1,182,853 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 2,270,811 | 1,596,104 |
Eliminations | ||
ASSETS | ||
Total current assets | -1,234,772 | -872,962 |
Investment in subsidiaries | -5,806,484 | -5,466,825 |
TOTAL ASSETS | -7,041,256 | -6,339,787 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Total current liabilities | -1,234,772 | -872,962 |
Stockholders' equity | -5,806,484 | -5,466,825 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | ($7,041,256) | ($6,339,787) |
Schedule_of_Cash_Flow_Statemen
Schedule of Cash Flow Statement Information (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating activities: | ||
Net cash provided by operating activities from continuing operations | $975,415 | $1,453,908 |
Investing activities: | ||
Capital expenditures, including internal-use software and website development | -235,416 | -176,980 |
Purchases of investments | -1,139,157 | -1,530,749 |
Sales and maturities of investments | 1,338,062 | 1,244,065 |
Acquisitions, net of cash acquired | -540,489 | -198,398 |
Other, net | 40,051 | -10,714 |
Net cash provided by (used in) investing activities from continuing operations | -536,949 | -672,776 |
Financing activities: | ||
Purchases of treasury stock | -355,689 | -366,037 |
Proceeds from issuance of treasury stock | 25,273 | |
Payment of dividends to stockholders | -56,080 | -42,470 |
Proceeds from exercise of equity awards | 42,693 | 232,658 |
Other, net | -32,632 | 21,922 |
Net cash provided by (used in) financing activities from continuing operations | -320,355 | -153,927 |
Net cash provided by (used in) continuing operations | 118,111 | 627,205 |
Net cash provided by (used in) discontinued operations | 13,637 | -7,607 |
Effect of exchange rate changes on cash and cash equivalents | -30,411 | 5,996 |
Net increase (decrease) in cash and cash equivalents | 101,337 | 625,594 |
Cash and cash equivalents at beginning of period | 1,293,161 | 689,134 |
Cash and cash equivalents at end of period | 1,394,498 | 1,314,728 |
Parent | ||
Financing activities: | ||
Purchases of treasury stock | -355,689 | -366,037 |
Proceeds from issuance of treasury stock | 25,273 | |
Payment of dividends to stockholders | -42,470 | |
Proceeds from exercise of equity awards | 40,639 | 231,073 |
Transfers (to) from related parties | 313,817 | 149,001 |
Other, net | -24,040 | 28,433 |
Guarantor Subsidiaries | ||
Operating activities: | ||
Net cash provided by operating activities from continuing operations | 269,993 | 1,270,214 |
Investing activities: | ||
Capital expenditures, including internal-use software and website development | -180,193 | -143,051 |
Purchases of investments | -919,108 | -1,265,212 |
Sales and maturities of investments | 1,099,773 | 992,292 |
Other, net | 40,228 | -8,511 |
Net cash provided by (used in) investing activities from continuing operations | 40,700 | -424,482 |
Financing activities: | ||
Transfers (to) from related parties | -313,817 | -149,001 |
Other, net | 6,330 | -2,746 |
Net cash provided by (used in) financing activities from continuing operations | -307,487 | -151,747 |
Net cash provided by (used in) continuing operations | 3,206 | 693,985 |
Net cash provided by (used in) discontinued operations | 13,637 | -7,607 |
Effect of exchange rate changes on cash and cash equivalents | -28,418 | 5,863 |
Net increase (decrease) in cash and cash equivalents | -11,575 | 692,241 |
Cash and cash equivalents at beginning of period | 1,007,155 | 357,252 |
Cash and cash equivalents at end of period | 995,580 | 1,049,493 |
Non-Guarantor Subsidiaries | ||
Operating activities: | ||
Net cash provided by operating activities from continuing operations | 705,422 | 183,694 |
Investing activities: | ||
Capital expenditures, including internal-use software and website development | -55,223 | -33,929 |
Purchases of investments | -220,049 | -265,537 |
Sales and maturities of investments | 238,289 | 251,773 |
Acquisitions, net of cash acquired | -540,489 | -198,398 |
Other, net | -177 | -2,203 |
Net cash provided by (used in) investing activities from continuing operations | -577,649 | -248,294 |
Financing activities: | ||
Proceeds from exercise of equity awards | 2,054 | 1,585 |
Other, net | -14,922 | -3,765 |
Net cash provided by (used in) financing activities from continuing operations | -12,868 | -2,180 |
Net cash provided by (used in) continuing operations | 114,905 | -66,780 |
Effect of exchange rate changes on cash and cash equivalents | -1,993 | 133 |
Net increase (decrease) in cash and cash equivalents | 112,912 | -66,647 |
Cash and cash equivalents at beginning of period | 286,006 | 331,882 |
Cash and cash equivalents at end of period | $398,918 | $265,235 |