Investment in Expedia, Inc. | (3) Investment in Expedia, Inc. Expedia is an online travel company, empowering business and leisure travelers with the tools and information they need to efficiently research, plan, book and experience travel. Expedia seeks to grow its business through a dynamic portfolio of travel brands, including its majority owned subsidiaries that feature the world's broadest supply portfolio—including over 321,000 properties in approximately 200 countries, 475 airlines, packages, rental cars, cruises, as well as destination services and activities. Effective August 9, 2005, IAC/InterActiveCorp ("IAC") completed the spin-off of substantially all of its travel and travel-related businesses by way of the distribution of all outstanding shares of Expedia to IAC stockholders. Subsequent to the spin-off of Expedia from IAC, Liberty Interactive owned approximately 20% of the outstanding Expedia common stock and 52% of the voting interest in Expedia. As of September 30, 2016, the Company owns an approximate 15.7% equity interest and 52.3% voting interest in Expedia. Historically, Liberty Interactive has been a party to a Stockholders Agreement with Mr. Barry Diller, Chairman of the Board and Senior Executive Officer of Expedia, pursuant to which Mr. Diller holds an irrevocable proxy (the “Diller Proxy”) over all the shares of Expedia common stock ("EXPE") and Expedia class B common stock owned by Liberty Interactive. Liberty Interactive is also subject to a Governance Agreement with Expedia which provides for the right to nominate approximately 20% of the members of Expedia's board of directors, which is currently comprised of 13 members (three of which were nominated by Liberty Interactive). The Governance Agreement also provides for registration and other rights, and imposes certain restrictions on the ownership of shares of Expedia class B common stock. Pursuant to the Governance Agreement, Liberty Interactive has (and, following the completion of the Expedia Holdings Split-Off, the Company will have) preemptive rights that entitle it to purchase a number of shares of Expedia common stock (excluding certain issuances related to options, warrants or convertible securities) so that Liberty Interactive or the Company, as applicable, will maintain the identical ownership interest in Expedia (subject to certain adjustments) that it had immediately prior to such issuance or proposed issuance (but not in excess of 20.01%). Any purchase by Liberty Interactive or the Company, as applicable, will be allocated between EXPE and Expedia class B common stock in the same proportion as the issuance or issuances giving rise to the preemptive right, except to the extent that Liberty Interactive or the Company, as applicable, opts to acquire shares of EXPE in lieu of shares of Expedia class B common stock. Based on the Stockholders Agreement and the Governance Agreement, the Company determined that, prior to the Expedia Holdings Split-Off, it does not control Expedia but instead has significant influence with respect to Expedia and accordingly, accounts for its investment in Expedia as an equity method affiliate. In connection with the Expedia Holdings Split-Off, (a), the Governance Agreement and Stockholders Agreement will be assigned by Liberty Interactive to the Company and (b) Diller will cease to directly control a majority voting interest in Expedia by irrevocably assigning the Diller Proxy to the Company for a period of time up to 18 months following completion of the Expedia Holdings Split-Off, subject to certain termination events. By virtue of (i) certain governance rights with respect to the Company as set forth in the Company’s restated charter, an amendment to the Stockholders Agreement and an Amended and Restated Transaction Group among Mr. Diller, John C. Malone (“Malone”), Leslie Malone (“Mrs. Malone” and together with Malone, the “Malone Group”), Liberty Interactive and the Company and (ii) the grant by the Malone Group of an irrevocable proxy to vote, subject to certain exceptions, shares of the Company’s common stock beneficially owned by the Malone Group upon the completion of the Expedia Holdings Split-Off or thereafter for a period of time ending upon termination of Diller's assignment of the Diller Proxy (the arrangements described in clauses (i) and (ii), the “proxy arrangements”), Diller will be able to elect and replace the directors of the Company who will determine how the Company will exercise certain rights and vote the shares of EXPE and Expedia class B common stock owned by the Company in the election of Expedia directors, though Malone will retain the ability to remove such directors of the Company. The rights under the Governance Agreement and Stockholders Agreement, each as assigned and amended, will be maintained even upon termination of the proxy arrangements. As a result, Expedia Holdings expects to begin consolidating Expedia as of the completion of the Expedia Holdings Split-Off, as Expedia Holdings will then control a majority of the voting interest in Expedia. In conjunction with application of acquisition accounting, we anticipate a full step up in basis of Expedia along with a gain related to a difference between our historical basis and the fair value of our interest in Expedia. As of September 30, 2016, the carrying value of Expedia Holdings' ownership in Expedia was approximately $922 million. The market value of Expedia Holdings' ownership in Expedia as of September 30, 2016 was approximately $2,755 million (Level 1). Expedia Holdings recognized gains on dilution of its investment in Expedia of $1.1 million and $4.2 million for the three months ended September 30, 2016 and 2015, respectively, and a loss on dilution of its investment of $2.4 million and a gain on dilution of its investment of $4.8 million during the nine months ended September 30, 2016 and 2015, respectively. In addition, Expedia paid dividends which were recorded as reductions to the investment aggregating approximately $6.1 million and $5.6 million during the three months ended September 30, 2016 and 2015, respectively, and $17.5 million and $14.1 million during the nine months ended September 30, 2016 and 2015, respectively. During the three months ended September 30, 2016 and 2015 the Company recorded other comprehensive losses of $737 thousand and $3.1 million, respectively, and during the nine months ended September 30, 2016 and 2015, the Company recorded other comprehensive losses of $2.2 million and $16.5 million, respectively, of its share of Expedia's other comprehensive earnings (losses), net of income taxes. Expedia records gains and losses related to foreign currency translation adjustments in other comprehensive income (loss). The pre-tax portion of the Company's share of Expedia's other comprehensive earnings (losses) was losses of $1.2 million and $5.0 million for the three months ended September 30, 2016 and 2015, respectively, and losses of $3.5 million and $26.6 million for the nine months ended September 30, 2016 and 2015, respectively. Upon acquisition and due to subsequent repurchases of Expedia stock by Expedia, the Company allocated excess basis between the Company’s carrying value of Expedia and Expedia’s carrying value. The Company determined the initial applicable useful life of amortizable intangibles to be approximately four years. As a result of Expedia's 2015 acquisitions of Orbitz Worldwide, Inc. ("Orbitz") and HomeAway, Inc. ("HomeAway"), the Company determined the applicable useful life of amortizable intangibles to be approximately six years in connection with excess costs added subsequent to December 31, 2015. Amortization related to intangible assets with identifiable useful lives is included in the Company's share of earnings (losses) of Expedia, Inc. line item in the accompanying condensed combined statements of operations and aggregated $4.2 million and $6.1 million for the three months ended September 30, 2016 and 2015, respectively, and $13.8 million and $17.1 million, for the nine months ended September 30, 2016 and 2015, respectively. At September 30, 2016, the excess basis allocated to amortizable intangibles, net of accumulated amortization was $51.5 million and the non-amortizable excess basis was $254.0 million. Expedia, Inc. Summarized financial information for Expedia is as follows: Expedia, Inc. Consolidated Balance Sheets September 30, December 31, 2016 2015 amounts in millions Current assets $ Property and equipment, net Goodwill Intangible assets, net Other assets Total assets $ Current liabilities $ Deferred income taxes Long-term debt Other liabilities Equity Total liabilities and equity $ Expedia, Inc. Consolidated Statements of Operations Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 amounts in millions Revenue $ Cost of revenue Gross profit Selling, general and administrative expenses Amortization Operating income (loss) Interest expense Other income (expense), net Income tax (expense) benefit Net income (loss) Net (income) loss attributable to noncontrolling interests — Net income (loss) attributable to Expedia, Inc. shareholders $ |