Guarantor and Non-Guarantor Supplemental Financial Information | Note 11 – Guarantor and Non-Guarantor Supplemental Financial Information Condensed consolidating financial information of Expedia, Inc. (the “Parent”), our subsidiaries that are guarantors of our debt facility and instruments (the “Guarantor Subsidiaries”), and our subsidiaries that are not guarantors of our debt facility and instruments (the “Non-Guarantor Subsidiaries”) is shown below. The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, and joint and several with the exception of certain customary automatic subsidiary release provisions. In this financial information, the Parent and Guarantor Subsidiaries account for investments in their wholly-owned subsidiaries using the equity method. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three months ended March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue $ — $ 1,701,060 $ 593,162 $ (105,486 ) $ 2,188,736 Costs and expenses: Cost of revenue — 335,254 90,173 (3,740 ) 421,687 Selling and marketing — 909,622 462,191 (101,753 ) 1,270,060 Technology and content — 236,755 85,293 (8 ) 322,040 General and administrative — 106,051 52,087 15 158,153 Amortization of intangible assets — 45,484 21,192 — 66,676 Legal reserves, occupancy tax and other — 21,054 — — 21,054 Restructuring and related reorganization charges — 1,260 639 — 1,899 Intercompany (income) expense, net — 166,262 (166,262 ) — — Operating income (loss) — (120,682 ) 47,849 — (72,833 ) Other income (expense): Equity in pre-tax earnings of consolidated subsidiaries (60,213 ) 52,335 — 7,878 — Other, net (41,093 ) (32,406 ) 15,077 — (58,422 ) Total other income (expense), net (101,306 ) 19,929 15,077 7,878 (58,422 ) Income (loss) before income taxes (101,306 ) (100,753 ) 62,926 7,878 (131,255 ) Provision for income taxes 15,184 44,118 (12,586 ) — 46,716 Net income (loss) (86,122 ) (56,635 ) 50,340 7,878 (84,539 ) Net income attributable to non-controlling interests — — (1,583 ) — (1,583 ) Net income (loss) attributable to Expedia, Inc. $ (86,122 ) $ (56,635 ) $ 48,757 $ 7,878 $ (86,122 ) Comprehensive income (loss) attributable to Expedia, Inc. $ (57,136 ) $ (20,905 ) $ 84,481 $ (63,576 ) $ (57,136 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three months ended March 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenue $ — $ 1,473,883 $ 492,308 $ (62,230 ) $ 1,903,961 Costs and expenses: Cost of revenue — 318,148 87,525 (3,103 ) 402,570 Selling and marketing — 728,087 370,473 (59,212 ) 1,039,348 Technology and content — 218,175 73,308 71 291,554 General and administrative — 93,967 52,030 14 146,011 Amortization of intangible assets — 55,829 34,170 — 89,999 Legal reserves, occupancy tax and other — 1,974 — — 1,974 Restructuring and related reorganization charges — 20,259 9,544 — 29,803 Intercompany (income) expense, net — 175,689 (175,689 ) — — Operating income (loss) — (138,245 ) 40,947 — (97,298 ) Other income (expense): Equity in pre-tax earnings (losses) of consolidated subsidiaries (82,603 ) 46,279 — 36,324 — Other, net (41,216 ) (41,268 ) 13,896 — (68,588 ) Total other income (loss), net (123,819 ) 5,011 13,896 36,324 (68,588 ) Income (loss) before income taxes (123,819 ) (133,234 ) 54,843 36,324 (165,886 ) Provision for income taxes 15,230 53,093 (10,969 ) — 57,354 Net income (loss) (108,589 ) (80,141 ) 43,874 36,324 (108,532 ) Net income attributable to non-controlling interests — — (57 ) — (57 ) Net income (loss) attributable to Expedia, Inc. $ (108,589 ) $ (80,141 ) $ 43,817 $ 36,324 $ (108,589 ) Comprehensive income (loss) attributable to Expedia, Inc. $ (111,062 ) $ (66,381 ) $ 56,698 $ 9,683 $ (111,062 ) CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Total current assets $ 308,943 $ 4,245,253 $ 2,093,846 $ (1,319,629 ) $ 5,328,413 Investment in subsidiaries 9,522,269 3,507,327 — (13,029,596 ) — Intangible assets, net — 1,876,104 510,400 — 2,386,504 Goodwill — 6,404,707 1,575,175 — 7,979,882 Other assets, net 4,107 1,625,159 357,656 (12,815 ) 1,974,107 TOTAL ASSETS $ 9,835,319 $ 17,658,550 $ 4,537,077 $ (14,362,040 ) $ 17,668,906 LIABILITIES AND STOCKHOLDERS’ EQUITY Total current liabilities $ 1,005,328 $ 7,513,671 $ 820,201 $ (1,319,629 ) $ 8,019,571 Long-term debt 3,170,933 — — — 3,170,933 Other liabilities — 652,321 179,838 (12,815 ) 819,344 Stockholders’ equity 5,659,058 9,492,558 3,537,038 (13,029,596 ) 5,659,058 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 9,835,319 $ 17,658,550 $ 4,537,077 $ (14,362,040 ) $ 17,668,906 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Total current assets $ 293,759 $ 2,535,711 $ 1,829,191 $ (1,208,410 ) $ 3,450,251 Investment in subsidiaries 9,536,273 3,410,687 — (12,946,960 ) — Intangible assets, net — 1,921,519 525,133 — 2,446,652 Goodwill — 6,392,479 1,549,544 — 7,942,023 Other assets, net 4,107 1,608,218 331,818 (5,523 ) 1,938,620 TOTAL ASSETS $ 9,834,139 $ 15,868,614 $ 4,235,686 $ (14,160,893 ) $ 15,777,546 LIABILITIES AND STOCKHOLDERS’ EQUITY Total current liabilities $ 981,700 $ 5,733,755 $ 620,153 $ (1,208,410 ) $ 6,127,198 Long-term debt 3,159,336 — — — 3,159,336 Other liabilities — 629,634 173,798 (5,523 ) 797,909 Stockholders’ equity 5,693,103 9,505,225 3,441,735 (12,946,960 ) 5,693,103 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 9,834,139 $ 15,868,614 $ 4,235,686 $ (14,160,893 ) $ 15,777,546 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three months ended March 31, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated (In thousands) Operating activities: Net cash provided by operating activities $ — $ 1,585,792 $ 87,651 $ 1,673,443 Investing activities: Capital expenditures, including internal-use software and website development — (136,927 ) (29,942 ) (166,869 ) Purchases of investments — (679,160 ) (101,203 ) (780,363 ) Sales and maturities of investments — 6,815 — 6,815 Other, net — (9,628 ) 461 (9,167 ) Net cash used in investing activities — (818,900 ) (130,684 ) (949,584 ) Financing activities: Purchases of treasury stock (45,176 ) — — (45,176 ) Transfers (to) from related parties 35,043 (135,043 ) 100,000 — Other, net 10,133 (8,836 ) (4,241 ) (2,944 ) Net provided by (cash used) in financing activities — (143,879 ) 95,759 (48,120 ) Effect of exchange rate changes on cash and cash equivalents — 8,003 22,677 30,680 Net increase in cash and cash equivalents — 631,016 75,403 706,419 Cash and cash equivalents at beginning of the period — 425,471 1,371,340 1,796,811 Cash and cash equivalents at end of the period $ — $ 1,056,487 $ 1,446,743 $ 2,503,230 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three months ended March 31, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated (In thousands) Operating activities: Net cash provided by operating activities $ — $ 893,775 $ 214,548 $ 1,108,323 Investing activities: Capital expenditures, including internal-use software and website development — (146,189 ) (21,389 ) (167,578 ) Transfers (to) from related parties — (99,919 ) 99,919 — Sales and maturities of investments — 8,215 — 8,215 Other, net — (2,102 ) 2,230 128 Net cash provided by (used in) investing activities — (239,995 ) 80,760 (159,235 ) Financing activities: Payment of HomeAway Convertible Notes — (400,443 ) — (400,443 ) Purchases of treasury stock (187,022 ) — — (187,022 ) Transfers (to) from related parties 200,725 (55,851 ) (144,874 ) — Other, net (13,703 ) (11,783 ) — (25,486 ) Net cash provided by financing activities — (468,077 ) (144,874 ) (612,951 ) Effect of exchange rate changes on cash and cash equivalents — 28,539 22,354 50,893 Net increase in cash and cash equivalents — 214,242 172,788 387,030 Cash and cash equivalents at beginning of period — 841,696 834,603 1,676,299 Cash and cash equivalents at end of period $ — $ 1,055,938 $ 1,007,391 $ 2,063,329 |