The Priceline Group
Priceline Group Inc. (Form: 10-Q, Received: 05/09/2017 17:19:18)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q  
(Mark One)
ý        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended March 31, 2017
OR
o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
For the transition period from to
Commission File Number 1-36691
The Priceline Group Inc.
(Exact name of Registrant as specified in its charter) 
Delaware
06-1528493
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
 
800 Connecticut Avenue
Norwalk, Connecticut 06854
(address of principal executive offices)
(203) 299-8000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed, since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.   Yes ý No o .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ý No  o .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one): 
Large accelerated filer ý
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes o No ý
Number of shares of Common Stock outstanding at May 2, 2017 :
Common Stock, par value $0.008 per share
 
49,142,436
(Class)
 
(Number of Shares)





The Priceline Group Inc.
Form 10-Q
 
For the Three Months Ended March 31, 2017
 
PART I - FINANCIAL INFORMATION
 
 
 
Item 1. Financial Statements
 
 
Consolidated Balance Sheets (unaudited) at March 31, 2017 and December 31, 2016
Consolidated Statements of Operations (unaudited) For the Three Months Ended March 31, 2017 and 2016
Consolidated Statements of Comprehensive Income (unaudited) For the Three Months Ended March 31, 2017 and 2016
Consolidated Statement of Changes in Stockholders' Equity (unaudited) For the Three Months Ended March 31, 2017
Consolidated Statements of Cash Flows (unaudited) For the Three Months Ended March 31, 2017 and 2016
Notes to Unaudited Consolidated Financial Statements
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
 
Item 4. Controls and Procedures
 
 
PART II - OTHER INFORMATION
 
 
 
Item 1. Legal Proceedings
 
 
Item 1A. Risk Factors
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 
Item 6. Exhibits
 
 
SIGNATURES

2



PART I — FINANCIAL INFORMATION
Item 1.  Financial Statements

The Priceline Group Inc.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
 
 
March 31,
2017
 
December 31,
2016
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
2,434,020

 
$
2,081,075

Short-term investments
 
2,936,158

 
2,218,880

Accounts receivable, net of allowance for doubtful accounts of $27,179 and $25,565, respectively
 
934,254

 
860,115

Prepaid expenses and other current assets
 
683,450

 
241,449

Total current assets
 
6,987,882

 
5,401,519

Property and equipment, net
 
381,197

 
347,017

Intangible assets, net
 
1,951,999

 
1,993,885

Goodwill
 
2,402,306

 
2,396,906

Long-term investments
 
10,140,630

 
9,591,067

Other assets
 
130,238

 
108,579

Total assets
 
$
21,994,252

 
$
19,838,973

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
407,575

 
$
419,108

Accrued expenses and other current liabilities
 
986,681

 
857,467

Deferred merchant bookings
 
879,405

 
614,361

Convertible debt
 
974,538

 
967,734

Total current liabilities
 
3,248,199

 
2,858,670

Deferred income taxes
 
497,847

 
822,334

Other long-term liabilities
 
128,564

 
138,767

Long-term debt
 
7,286,102

 
6,170,522

  Total liabilities
 
11,160,712

 
9,990,293

 
 
 
 
 
Commitments and Contingencies (See Note 11)
 
 
 
 
Convertible debt
 
22,521

 
28,538

 
 
 
 
 
Stockholders' equity:
 
 

 
 

Common stock, $0.008 par value; authorized 1,000,000,000 shares, 62,495,991 and 62,379,247 shares issued, respectively
 
486

 
485

Treasury stock, 13,315,844 and 13,190,929 shares, respectively
 
(7,067,508
)
 
(6,855,164
)
Additional paid-in capital
 
5,558,194

 
5,482,653

Retained earnings
 
12,072,792

 
11,326,852

Accumulated other comprehensive income (loss)
 
247,055

 
(134,684
)
  Total stockholders' equity
 
10,811,019

 
9,820,142

Total liabilities and stockholders' equity
 
$
21,994,252

 
$
19,838,973


See Notes to Unaudited Consolidated Financial Statements.

3



The Priceline Group Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 
 
 
Three Months Ended
March 31,
 
 
2017
 
2016
Agency revenues
 
$
1,785,313

 
$
1,500,029

Merchant revenues
 
442,045

 
470,032

Advertising and other revenues
 
192,046

 
178,058

Total revenues
 
2,419,404

 
2,148,119

Cost of revenues
 
85,169

 
128,669

Gross profit
 
2,334,235

 
2,019,450

Operating expenses:
 
 

 
 

Performance advertising
 
980,773

 
779,909

Brand advertising
 
73,012

 
69,845

Sales and marketing
 
114,036

 
92,323

Personnel, including stock-based compensation of $58,948 and $66,000, respectively
 
351,030

 
308,351

General and administrative
 
135,547

 
113,045

Information technology
 
39,945

 
32,788

Depreciation and amortization
 
83,430

 
72,871

Total operating expenses
 
1,777,773

 
1,469,132

Operating income
 
556,462

 
550,318

Other income (expense):
 
 

 
 

Interest income
 
31,992

 
20,347

Interest expense
 
(55,717
)
 
(46,894
)
Foreign currency transactions and other
 
(5,127
)
 
(12,928
)
Impairment of cost-method investment
 

 
(50,350
)
Total other expense
 
(28,852
)
 
(89,825
)
Earnings before income taxes
 
527,610

 
460,493

Income tax expense
 
71,987

 
86,069

Net income
 
$
455,623

 
$
374,424

Net income applicable to common stockholders per basic common share
 
$
9.26

 
$
7.54

Weighted-average number of basic common shares outstanding
 
49,192

 
49,630

Net income applicable to common stockholders per diluted common share
 
$
9.11

 
$
7.47

Weighted-average number of diluted common shares outstanding
 
50,025

 
50,129



See Notes to Unaudited Consolidated Financial Statements.


4



The Priceline Group Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 
 
Three Months Ended
March 31,
 
 
2017
 
2016
Net income
 
$
455,623

 
$
374,424

Other comprehensive income, net of tax
 
 
 
 
Foreign currency translation adjustments  (1)
 
35,805

 
77,372

Unrealized gain (loss) on marketable securities (2)
 
345,934

 
(24,459
)
Comprehensive income
 
$
837,362

 
$
427,337


(1) Foreign currency translation adjustments include a tax benefit of $19,733 and $61,096 for the three months ended March 31, 2017 and 2016 , respectively, associated with net investment hedges (See Note 10 ). The remaining balance in foreign currency translation adjustments excludes income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States (See Note 9 ).

(2) Net of a tax charge of $7,855 and $29,128 for the three months ended March 31, 2017 and 2016 , respectively. Unrealized gain (loss) on marketable securities includes a net unrealized gain of $323,688 for the three months ended March 31, 2017 , compared to a net unrealized loss of $113,152 for three months ended March 31, 2016 on the Company's investments in Ctrip.com International Ltd. ("Ctrip"), which were exempt from tax in the Netherlands.


See Notes to Unaudited Consolidated Financial Statements.


5



The Priceline Group Inc.
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2017
(In thousands)
 
 
 
Common Stock
 
Treasury Stock
 
Additional Paid-In Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
Total
Balance, December 31, 2016
 
62,379

 
$
485

 
(13,191
)
 
$
(6,855,164
)
 
$
5,482,653

 
$
11,326,852

 
$
(134,684
)
 
$
9,820,142

Net income
 

 

 

 

 

 
455,623

 

 
455,623

Foreign currency translation adjustments, net of tax benefit of $19,733
 

 

 

 

 

 

 
35,805

 
35,805

Unrealized gain on marketable securities, net of tax charge of $7,855
 

 

 

 

 

 

 
345,934

 
345,934

Reclassification adjustment for convertible debt
 

 

 

 

 
6,017

 

 

 
6,017

Exercise of stock options and vesting of restricted stock units and performance share units
 
117

 
1

 

 

 
1,478

 

 

 
1,479

Repurchase of common stock
 

 

 
(125
)
 
(212,344
)
 

 

 

 
(212,344
)
Stock-based compensation and other stock-based payments
 

 

 

 

 
59,059

 

 

 
59,059

Conversion of debt
 

 

 

 

 
(1
)
 

 

 
(1
)
Cumulative effect of adoption of accounting
     standard updates
 

 

 

 

 
8,988

 
290,317

 

 
299,305

Balance, March 31, 2017
 
62,496

 
$
486

 
(13,316
)
 
$
(7,067,508
)
 
$
5,558,194

 
$
12,072,792

 
$
247,055

 
$
10,811,019

 

See Notes to Unaudited Consolidated Financial Statements.


6



The Priceline Group Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
Three Months Ended
March 31,
 
 
2017
 
2016
OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
455,623

 
$
374,424

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 

Depreciation
 
40,412

 
30,486

Amortization
 
43,018

 
42,385

Provision for uncollectible accounts, net
 
13,530

 
6,812

Deferred income tax benefit
 
(24,441
)
 
(25,681
)
Stock-based compensation expense and other stock-based payments
 
59,059

 
66,034

Amortization of debt issuance costs
 
2,067

 
1,837

Amortization of debt discount
 
17,625

 
17,009

Impairment of cost-method investment
 

 
50,350

Excess tax benefits on stock-based awards and other equity deductions
 

 
18,073

Changes in assets and liabilities:
 
 
 
 

Accounts receivable
 
(78,428
)
 
(191,704
)
Prepaid expenses and other current assets
 
(443,643
)
 
(340,485
)
Accounts payable, accrued expenses and other current liabilities
 
305,758

 
294,349

Other
 
(9,962
)
 
869

Net cash provided by operating activities
 
380,618

 
344,758

 
 
 
 
 
INVESTING ACTIVITIES:
 
 
 
 

Purchase of investments
 
(1,498,723
)
 
(1,051,346
)
Proceeds from sale of investments
 
676,474

 
1,252,604

Additions to property and equipment
 
(70,559
)
 
(53,256
)
Acquisitions and other investments, net of cash acquired
 
(6
)
 
(723
)
Net cash (used in) provided by investing activities
 
(892,814
)
 
147,279

 
 
 
 
 
FINANCING ACTIVITIES:
 
 
 
 
Proceeds from short-term borrowing
 

 
100,000

Proceeds from the issuance of long-term debt
 
1,051,722

 
2,500

Payments related to conversion of senior notes
 
(4
)
 

Payments for repurchase of common stock
 
(209,797
)
 
(241,719
)
Proceeds from exercise of stock options
 
1,479

 
4,815

Net cash provided by (used in) financing activities
 
843,400

 
(134,404
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
21,737

 
22,296

Net increase in cash, cash equivalents and restricted cash
 
352,941

 
379,929

Cash, cash equivalents and restricted cash, beginning of period
 
2,082,007

 
1,478,071

Cash, cash equivalents and restricted cash, end of period
 
$
2,434,948

 
$
1,858,000

SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
 
 
Cash paid during the period for income taxes
 
$
536,192

 
$
449,314

Cash paid during the period for interest
 
$
38,496

 
$
40,119

Non-cash financing activity
 
$
1,000

 
$


See Notes to Unaudited Consolidated Financial Statements.

7



The Priceline Group Inc.
Notes to Unaudited Consolidated Financial Statements
 
1.                                       BASIS OF PRESENTATION
 
Management of The Priceline Group Inc. (the "Company") is responsible for the Unaudited Consolidated Financial Statements included in this document.  The Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results.  The Company prepared the Unaudited Consolidated Financial Statements following the requirements of the Securities and Exchange Commission for interim reporting.  As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements.  These statements should be read in combination with the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 .
 
The Unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including its primary brands of Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable. All inter-company accounts and transactions have been eliminated in consolidation.  The functional currency of the Company's foreign subsidiaries is generally the respective local currency. Assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date.  Income statement amounts are translated at the average exchange rates for the period.  Translation gains and losses are included as a component of " Accumulated other comprehensive income (loss) " in the accompanying Unaudited Consolidated Balance Sheets.  Foreign currency transaction gains and losses are included in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations.
 
Revenues, expenses, assets and liabilities can vary during each quarter of the year.  Therefore, the results and trends in these interim financial statements may not be the same as those for the full year.

Reclassifications: Due to the adoption of new accounting updates in the fourth quarter of 2016 related to the presentation of restricted cash and the first quarter of 2017 related to stock-based compensation, certain amounts in the Unaudited Consolidated Statement of Cash Flows for the three months ended March 31, 2016 have been reclassified to conform to the current year presentation.

Restricted Cash: The following table reconciles cash, cash equivalents and restricted cash reported in the Unaudited Consolidated Balance Sheets to the total amount shown in the Unaudited Consolidated Statements of Cash Flows:
 
 
March 31,
2017
 
December 31,
2016
As included in the Unaudited Consolidated Balance Sheets:
 
 
 
 
Cash and cash equivalents
 
$
2,434,020

 
$
2,081,075

Restricted cash included in prepaid expenses and other current assets
 
928

 
932

Total cash, cash equivalents and restricted cash as shown in the Unaudited Consolidated
  Statements of Cash Flows
 
$
2,434,948

 
$
2,082,007


Recent Accounting Pronouncements Adopted

Definition of a Business

In January 2017, the Financial Accounting Standards Board ("FASB") issued a new accounting update to clarify the definition of a business and provide additional guidance to assist entities with evaluating whether transactions should be accounted for as asset acquisitions (or disposals) or business combinations (or disposals of a business). Under this update, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this criterion is met, the transaction should be accounted for as an asset acquisition as opposed to a business combination. This distinction is important because the accounting for an asset acquisition may differ significantly from the accounting for a business combination. This update eliminates the requirement to evaluate whether a market participant could replace missing elements (e.g., inputs or processes), narrows the definition of outputs and requires that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. 


8



For public business entities, this update is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, and is required to be applied prospectively.  The Company early adopted this update in the first quarter of 2017 and the adoption did not have an impact to the Unaudited Consolidated Financial Statements.

Intra-entity Transfers of Assets Other Than Inventory

In October 2016, the FASB issued new accounting guidance on income tax accounting associated with intra-entity transfers of assets other than inventory. This accounting update, which is part of the FASB's simplification initiative, is intended to reduce diversity in practice and the complexity of tax accounting, particularly for those transfers involving intellectual property. This new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.

For public business entities, this update is effective for annual reporting periods beginning after December 15, 2017. Entities are required to apply this accounting update on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company early adopted this update in the first quarter of 2017. The adoption resulted in a cumulative net charge to retained earnings of $4.2 million , a reduction in deferred tax liabilities of $5.7 million and reductions in current and long-term assets of $3.3 million and $6.6 million , respectively, as of January 1, 2017.

Share-based Compensation

In March 2016, the FASB issued new accounting guidance to improve the accounting for certain aspects of share-based payment transactions as part of its simplification initiative. The key provisions of this accounting update are: (1) recognizing current excess tax benefits in the income statement in the period the benefits are deducted on the income tax return as opposed to an adjustment to additional paid-in capital in the period the benefits are realized by reducing a current income tax liability, (2) allowing an entity-wide election to account for forfeitures related to service conditions as they occur instead of estimating the total number of awards that will be forfeited because the requisite service period will not be rendered, (3) allowing the net settlement of an equity award for employee statutory tax withholding purposes to not exceed the maximum statutory tax rate by relevant tax jurisdiction instead of withholding taxes for each employee based on a minimum statutory withholding tax rate, and (4) requiring the presentation of excess tax benefits as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards as financing cash flows in the consolidated statements of cash flows. Under this new accounting standard, all previously unrecognized equity deductions are recognized as a deferred tax asset, net of any valuation allowance, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption of this standard.

The Company adopted this accounting update in the first quarter of 2017 and recorded a deferred tax asset of $301.4 million related to previously unrecognized U.S. equity tax deductions, with an offsetting cumulative-effect adjustment to retained earnings as of January 1, 2017. The Company elected to account for forfeitures related to service conditions as they occur; as a result, there was a cumulative net charge to retained earnings of $6.9 million (forfeiture expenses adjustment after taxes) and the recognition of a deferred tax asset of $2.1 million , with an offsetting credit to additional paid-in capital of $9.0 million . In addition, the Company elected to change the presentation of excess tax benefits in the Unaudited Consolidated Statement of Cash Flows for periods prior to January 1, 2017 to reflect these excess tax benefits in operating cash flows instead of financing cash flows, resulting in a reclassification of $18.1 million for the three months ended March 31, 2016 . "Payments for repurchase of common stock" in the Unaudited Consolidated Statements of Cash Flows includes withholding taxes paid on vested stock awards (see Note 8).

Other Recent Accounting Pronouncements

Premium Amortization on Purchased Callable Debt Securities

In March 2017, the FASB issued a new accounting update to shorten the premium amortization period of purchased callable debt securities with non-contingent call features that are callable at fixed prices and on preset dates from their contractual maturity to the earliest call date. For public business entities, this new accounting update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. Entities are required to apply this accounting update on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this new update.


9



Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued a new accounting update to simplify the test for goodwill impairment by eliminating Step 2, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill, which requires a hypothetical purchase price allocation, with the carrying amount of that reporting unit’s goodwill. Under this update, an entity would perform its quantitative annual, or interim, goodwill impairment test using the current Step 1 test and recognize an impairment charge for the excess of the carrying value of a reporting unit over its fair value.

For public business entities, this update is effective for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests occurring after January 1, 2017. The accounting update will be applied prospectively. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this new update.

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued new accounting guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable and available-for-sale debt securities. For financial assets measured at amortized cost, this new guidance requires an entity to (1) estimate its lifetime expected credit losses upon recognition of the financial assets and establish an allowance to present the net amount expected to be collected, (2) recognize this allowance and changes in the allowance during subsequent periods through net income and (3) consider relevant information about past events, current conditions and reasonable and supportable forecasts in assessing the lifetime expected credit losses. For available-for-sale debt securities, this new guidance made several targeted amendments to the existing other-than-temporary impairment model, including (1) requiring disclosure of the allowance for credit losses, (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell, is more-likely-than-not required to sell the securities or the maturity of the securities, (3) limiting impairment to the difference between the amortized cost basis and fair value and (4) not allowing entities to consider the length of time that fair value has been less than amortized cost as a factor in evaluating whether a credit loss exists.

This update is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Entities are required to apply this accounting update on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this new guidance.

Leases

In February 2016, the FASB issued a new accounting standard intended to improve the financial reporting of lease transactions.  The new accounting standard requires lessees to recognize an asset and a liability on the balance sheet for the right and obligation created by entering into a lease transaction for all leases with the exception of short-term leases.  The new standard retains the dual-model concept by requiring entities to determine if a lease is an operating or financing lease and the current "bright line" percentages could be used as guidance in applying the new standard. The lessor accounting model remains largely unchanged. The new standard significantly expands qualitative and quantitative disclosures for lessees.

The update is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Early adoption is allowed. Entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact to its Consolidated Financial Statements of adopting this new standard.

Recognition and Measurement of Financial Instruments

In January 2016, the FASB issued a new accounting update which amends the guidance on the recognition and measurement of financial instruments. The update requires (1) an entity to measure equity investments (except those accounted for under the equity method or those that result in consolidation of the investee) at fair value with changes in fair value recognized in net income rather than accumulated other comprehensive income (loss), (2) allows an entity to elect to measure those equity investments that do not have a readily determinable fair value at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, (3) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, and (4) clarifies that an entity should evaluate the need for a valuation allowance

10



on a deferred tax asset related to available-for-sale securities in combination with the entity’s evaluation of their other deferred tax assets.

This update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption, although allowed in certain circumstances, is not applicable to the Company. An entity would apply this update by a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. After the adoption of this new accounting guidance, in the first quarter of 2018, the Company will record in net income fair value changes in its investments in Ctrip equity securities, which could vary significantly quarter to quarter (see Note 4 for the carrying values and fair values of these equity investments). In addition, the Company intends to continue to use the cost method of accounting for equity investments without a readily determinable fair value.

Revenue from Contracts with Customers

In May 2014, the FASB issued a new accounting standard on the recognition of revenue from contracts with customers that was designed to create greater comparability for financial statement users across industries and jurisdictions. The core principle of this standard is that an "entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." The new standard also requires enhanced disclosures on the nature, amount, timing and uncertainty of revenue from contracts with customers. Since May 2014, the FASB has issued several amendments to this standard, including additional guidance, and deferred the effective date for public business entities to annual and interim periods beginning after December 15, 2017.

The Company will adopt this new standard in the first quarter of 2018 and expects to apply the modified retrospective transition approach, which means that revenues for 2016 and 2017 will be reported on a historical basis and revenues for 2018 will be reported on the new basis and disclosed on the historical basis. The revenue standard will change the timing of revenue recognition for travel reservation services. For example, revenue for accommodation reservation services will be recognized at check-in rather than check-out. The Company does not currently expect material impacts to its annual gross profit or net income due to this timing change, although the effects on quarterly gross profit and net income may be more significant. In addition, the adoption of the revenue standard will change the presentation of Name Your Own Price ® revenue from "gross" to "net" reporting, which will decrease revenue and cost of revenue equally, but have no impact on gross profit or net income.


2.                                       STOCK-BASED EMPLOYEE COMPENSATION
 
Stock-based compensation expense included in personnel expenses in the Unaudited Consolidated Statements of Operations was approximately $58.9 million and $66.0 million for the three months ended March 31, 2017 and 2016 , respectively.

Stock-based compensation is recognized in the financial statements based upon fair value. Fair value is recognized as expense on a straight-line basis over the employee's requisite service period. The fair value of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock as of the grant date. Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period. The fair value of employee stock options assumed in acquisitions was determined using the Black-Scholes model and the market value of the Company's common stock at the respective acquisition dates.
 

11



Restricted Stock Units and Performance Share Units

The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the three months ended March 31, 2017
Share-Based Awards
 
Shares
 
Weighted-Average Grant Date Fair Value
Unvested at December 31, 2016
 
515,606

 
 
$
1,287.88

 
Granted
 
155,095

 
 
$
1,735.10

 
Vested
 
(112,791
)
 
 
$
1,325.40

 
Performance Share Units Adjustment
 
(445
)
 
 
$
1,291.76

 
Forfeited
 
(7,103
)
 
 
$
1,301.58

 
Unvested at March 31, 2017
 
550,362

 
 
$
1,406.29

 
 
As of March 31, 2017 , there was $534.7 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 2.3 years.
 
During the three months ended March 31, 2017 , the Company made broad-based grants of 81,202 restricted stock units that generally vest after three years, subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability. These share-based awards had a total grant date fair value of $140.9 million based on a weighted-average grant date fair value per share of $1,735.10 .

In addition, during the three months ended March 31, 2017 , the Company granted 73,893 performance share units to executives and certain other employees.  The performance share units had a total grant date fair value of $128.2 million based upon a weighted-average grant date fair value per share of $1,735.10 .  The performance share units are payable in shares of the Company's common stock upon vesting. Subject to certain exceptions for terminations other than for "cause," for "good reason" or on account of death or disability, recipients of these performance share units generally must continue their service through the requisite service period in order to receive any shares.  Stock-based compensation related to performance share units reflects the estimated probable outcome at the end of the performance period.  The actual number of shares to be issued on the vesting date will be determined upon completion of the performance period, which ends December 31, 2019 , assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances.  As of March 31, 2017 , the estimated number of probable shares to be issued is a total of 73,893 shares, net of performance share units forfeited and vested since the grant date.  If the maximum performance thresholds are met at the end of the performance period, a maximum number of 147,786 total shares could be issued.  If the minimum performance thresholds are not met, 60,636 shares would be issued at the end of the performance period.

2016 Performance Share Units

During the year ended December 31, 2016 , the Company granted 85,735 performance share units with a grant date fair value of $111.7 million , based on a weighted-average grant date fair value per share of $1,302.25 . The actual number of shares to be issued will be determined upon completion of the performance period which generally ends December 31, 2018 .

At March 31, 2017 , there were 75,421 unvested 2016 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of March 31, 2017 , the number of shares estimated to be issued pursuant to these performance share units at the end of the performance period is a total of 117,795 shares. If the maximum thresholds are met at the end of the performance period, a maximum of 170,125 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 45,779 shares would be issued at the end of the performance period.
 
2015 Performance Share Units

During the year ended December 31, 2015 , the Company granted 107,623 performance share units with a grant date fair value of $133.2 million , based on a weighted-average grant date fair value per share of $1,237.53 . The actual number of shares to be issued will be determined upon completion of the performance period which generally ends December 31, 2017 .

At March 31, 2017 , there were 74,914 unvested 2015 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of March 31, 2017 , the number of shares estimated to be issued

12



pursuant to these performance share units at the end of the performance period is a total of 128,379 shares. If the maximum thresholds are met at the end of the performance period, a maximum of 185,316 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 43,832 shares would be issued at the end of the performance period.

Stock Options

All outstanding employee stock options were assumed in acquisitions. The following table summarizes the activity for stock options during the three months ended  March 31, 2017
Employee Stock Options
 
Number of Shares
 
Weighted-Average
Exercise Price
 
Aggregate
 Intrinsic Value (in thousands)
 
Weighted-Average Remaining Contractual Term
(in years)
Balance, December 31, 2016
 
48,983

 
 
$
372.07

 
 
$
53,587

 
4.4
Exercised
 
(3,992
)
 
 
$
368.68

 
 
 
 
 
Forfeited
 
(610
)
 
 
$
894.15

 
 
 
 
 
Balance, March 31, 2017
 
44,381

 
 
$
365.20

 
 
$
62,789

 
4.2
Vested and exercisable as of March 31, 2017
 
43,125

 
 
$
354.23

 
 
$
61,485

 
4.1
Vested and exercisable as of March 31, 2017 and expected to vest thereafter, net of estimated forfeitures
 
44,381

 
 
$
365.20

 
 
$
62,789

 
4.2

The aggregate intrinsic value of employee stock options that were exercised during the three months ended March 31, 2017 and 2016 was $5.4 million and $12.7 million , respectively. During the three months ended March 31, 2017 and 2016 , stock options vested for 539 and 5,367 shares of common stock with an acquisition-date fair value of $0.3 million and $3.5 million , respectively.

For the three months ended March 31, 2017 and 2016 , the Company recorded stock-based compensation expense related to employee stock options of $0.3 million and $2.9 million , respectively. As of March 31, 2017 , there was $0.7 million of total future compensation costs related to unvested employee stock options to be recognized over a weighted-average period of 0.7 years.


3.                                       NET INCOME PER SHARE
 
The Company computes basic net income per share by dividing net income applicable to common shareholders by the weighted-average number of common shares outstanding during the period.  Diluted net income per share is based upon the weighted-average number of common and common equivalent shares outstanding during the period.
 
Common equivalent shares related to stock options, restricted stock units and performance share units are calculated using the treasury stock method.  Performance share units are included in the weighted-average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive.
 
The Company's convertible notes have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company's common stock, at the Company's option.  The convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method.
 

13



A reconciliation of the weighted-average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands): 
 
 
Three Months Ended
March 31,
 
 
2017
 
2016
Weighted-average number of basic common shares outstanding
 
49,192

 
49,630

Weighted-average dilutive stock options, restricted stock units and performance share units
 
227

 
275

Assumed conversion of Convertible Senior Notes
 
606

 
224

Weighted-average number of diluted common and common equivalent shares outstanding
 
50,025

 
50,129

Anti-dilutive potential common shares
 
2,256

 
2,665

 
Anti-dilutive potential common shares for the three months ended March 31, 2017 include approximately 1.7 million shares that could be issued under the Company's outstanding convertible notes.  Under the treasury stock method, the convertible notes will generally have an anti-dilutive impact on net income per share if the conversion prices for the convertible notes exceed the Company's average stock price.


4.                                       INVESTMENTS
 
Short-term and Long-term Investments in Available-for-sale Securities

The following table summarizes, by major security type, the Company's investments as of March 31, 2017 (in thousands): 
 
 
Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair
  Value
Short-term investments:
 
 
 
 
 
 
 
 
International government securities
 
$
517,398

 
$
1,254

 
$
(187
)
 
$
518,465

U.S. government securities
 
580,630

 
17

 
(427
)
 
580,220

Corporate debt securities
 
1,831,179

 
1,482

 
(1,166
)
 
1,831,495

Commercial paper
 
5,978

 

 

 
5,978

Total short-term investments
 
$
2,935,185

 
$
2,753

 
$
(1,780
)
 
$
2,936,158

 
 
 
 
 
 
 
 
 
Long-term investments:
 
 
 
 
 
 
 
 
International government securities
 
$
450,445

 
$
1,894

 
$
(788
)
 
$
451,551

U.S. government securities
 
828,777

 
286

 
(6,744
)
 
822,319

Corporate debt securities
 
6,387,523

 
10,334

 
(37,658
)
 
6,360,199

U.S. government agency securities
 
4,971

 

 
(25
)
 
4,946

Ctrip convertible debt securities
 
1,275,000

 
171,425

 
(8,050
)
 
1,438,375

Ctrip equity securities
 
655,311

 
407,929

 

 
1,063,240

Total long-term investments
 
$
9,602,027

 
$
591,868

 
$
(53,265
)
 
$
10,140,630

 
The Company's investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business.  As of March 31, 2017 , the weighted-average life of the Company’s fixed income investment portfolio, excluding the Company's investment in Ctrip convertible debt securities, was approximately 2.0 years with an average credit quality of A+/A1/A+.

The Company invests in international government securities with high credit quality. As of March 31, 2017 , investments in international government securities principally included debt securities issued by the governments of the Netherlands, Belgium, France, Germany and Austria. 

On May 26, 2015 and August 7, 2014, the Company invested $250 million and $500 million , respectively, in five -year senior convertible notes issued at par by Ctrip. On December 11, 2015, the Company invested $500 million in a Ctrip ten -year

14



senior convertible note issued at par value, which included a put option allowing the Company to require a prepayment in cash from Ctrip at the end of the sixth year of the note. On September 12, 2016, the Company invested $25 million in a Ctrip six -year senior convertible note issued at par value, which included a put option allowing the Company to require prepayment in cash from Ctrip at the end of the third year of the note. The conversion feature associated with this September 2016 Ctrip convertible note met the definition of an embedded derivative (see Note 5 ). As of March 31, 2017 , the Company had also invested $655.3 million of its international cash in Ctrip American Depositary Shares ("ADSs"). The convertible debt and equity securities of Ctrip have been marked-to-market in accordance with the accounting guidance for available-for-sale securities.

In connection with the Company's investments in Ctrip's convertible notes, Ctrip granted the Company the right to appoint an observer to its board of directors and permission to acquire its shares (through the acquisition of Ctrip ADSs in the open market) so that combined with ADSs issuable upon conversion of the August 2014, May 2015 and September 2016 convertible notes, the Company could hold up to an aggregate of approximately 15% of Ctrip's outstanding equity. As of March 31, 2017 , the Company did not have significant influence over Ctrip.

The following table summarizes, by major security type, the Company's investments as of December 31, 2016 (in thousands): 
 
 
Cost
 
Gross 
Unrealized 
Gains
 
Gross 
Unrealized
  Losses
 
Fair
  Value
Short-term investments:
 
 
 
 
 
 
 
 
International government securities
 
$
249,552

 
$
221

 
$
(89
)
 
$
249,684

U.S. government securities
 
456,971

 
57

 
(140
)
 
456,888

Corporate debt securities
 
1,510,119

 
1,119

 
(928
)
 
1,510,310

Commercial paper
 
1,998

 

 

 
1,998

Total short-term investments
 
$
2,218,640

 
$
1,397

 
$
(1,157
)
 
$
2,218,880

 
 
 
 
 
 
 
 
 
Long-term investments:
 
 
 
 
 
 
 
 
International government securities
 
$
655,857

 
$
4,110

 
$
(623
)
 
$
659,344

U.S. government securities
 
773,718

 
337

 
(7,463
)
 
766,592

Corporate debt securities
 
6,042,271

 
9,973

 
(50,455
)
 
6,001,789

U.S. government agency securities
 
4,979

 

 
(27
)
 
4,952

Ctrip convertible debt securities
 
1,275,000

 
65,800

 
(47,712
)
 
1,293,088

Ctrip equity securities
 
655,311

 
213,233

 
(3,242
)
 
865,302

Total long-term investments
 
$
9,407,136

 
$
293,453

 
$
(109,522
)
 
$
9,591,067

 
The Company has classified its investments as available-for-sale securities. These securities are carried at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of " Accumulated other comprehensive income (loss) " in the Unaudited Consolidated Balance Sheets. Classification as short-term or long-term investment is based upon the maturity of the debt securities.

The Company recognized net realized gains of $0.2 million for the three months ended March 31, 2017 compared to net realized losses of $2.9 million for the three months ended March 31, 2016 , related to investments. As of  March 31, 2017 , the Company does not consider any of its investments to be other-than-temporarily impaired.

Cost-method Investments

The Company held investments in equity securities of private companies, companies typically at an early stage of development, of approximately $7.6 million at both March 31, 2017 and December 31, 2016 . The investments are accounted for under the cost method and included in "Other assets" in the Company's Unaudited Consolidated Balance Sheets. There have been no identified events or changes in circumstances to indicate a potential impairment with the Company's cost-method investments as of March 31, 2017 .

In March 2016, the Company recognized an impairment of approximately $50 million , which was not tax deductible, related to its investment in Hotel Urbano.


15




5.                                       FAIR VALUE MEASUREMENTS
 
Financial assets and liabilities carried at fair value as of March 31, 2017 are classified in the tables below in the categories described below (in thousands): 
 
 
Level 1
 
Level 2
 
Total
ASSETS:
 
 

 
 

 
 

Cash equivalents:
 
 
 
 
 
 
Money market funds
 
$
1,249,091

 
$

 
$
1,249,091

International government securities
 

 
35,052

 
35,052

U.S. government securities
 

 
159,956

 
159,956

Corporate debt securities
 

 
10,243

 
10,243

Time deposits
 
4,724

 

 
4,724

Short-term investments:
 
 

 
 

 
 

International government securities
 

 
518,465

 
518,465

U.S. government securities
 

 
580,220

 
580,220

Corporate debt securities
 

 
1,831,495

 
1,831,495

Commercial paper
 

 
5,978

 
5,978

Long-term investments:
 
 
 
 
 
 
International government securities
 

 
451,551

 
451,551

U.S. government securities
 

 
822,319

 
822,319

Corporate debt securities
 

 
6,360,199

 
6,360,199

U.S. government agency securities
 

 
4,946

 
4,946

Ctrip convertible debt securities
 

 
1,438,375

 
1,438,375

Ctrip equity securities
 
1,063,240

 

 
1,063,240

Derivatives:
 
 
 
 
 
 
Currency exchange derivatives
 

 
558

 
558

Total assets at fair value
 
$
2,317,055

 
$
12,219,357

 
$
14,536,412

 
 
 
Level 1
 
Level 2
 
Total
LIABILITIES:
 
 

 
 

 
 

Currency exchange derivatives
 
$

 
$
593

 
$
593

 



16



Financial assets and liabilities carried at fair value as of December 31, 2016 are classified in the tables below in the categories described below (in thousands):
 
 
Level 1
 
Level 2
 
Total
ASSETS:
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
Money market funds
 
$
977,468

 
$

 
$
977,468

International government securities
 

 
30,266

 
30,266

U.S. government securities
 

 
176,140

 
176,140

Corporate debt securities
 

 
9,273

 
9,273

Commercial paper
 

 
1,998

 
1,998

Time deposits
 
49,160

 

 
49,160

Short-term investments:
 
 
 
 
 
 
International government securities
 

 
249,684

 
249,684

U.S. government securities
 

 
456,888

 
456,888

Corporate debt securities
 

 
1,510,310

 
1,510,310

Commercial paper
 

 
1,998

 
1,998

Long-term investments:
 
 
 
 
 
 
International government securities
 

 
659,344

 
659,344

U.S. government securities
 

 
766,592

 
766,592

Corporate debt securities
 

 
6,001,789

 
6,001,789

U.S. government agency securities
 

 
4,952

 
4,952

Ctrip convertible debt securities
 

 
1,293,088

 
1,293,088

Ctrip equity securities
 
865,302

 

 
865,302

Derivatives:
 
 
 
 
 
 
Currency exchange derivatives
 

 
756

 
756

Total assets at fair value
 
$
1,891,930

 
$
11,163,078

 
$
13,055,008

 
 
 
Level 1
 
Level 2
 
Total
LIABILITIES:
 
 

 
 

 
 

Currency exchange derivatives
 
$

 
$
1,015

 
$
1,015

 
There are three levels of inputs to measure fair value.  The definition of each input is described below:
 
Level 1 :
Quoted prices in active markets that are accessible by the Company at the measurement date for
identical assets and liabilities.

Level 2 :
Inputs that are observable, either directly or indirectly.  Such prices may be based upon quoted
prices for identical or comparable securities in active markets or inputs not quoted on active
markets, but corroborated by market data.

Level 3 :
Unobservable inputs are used when little or no market data is available.

Investments in corporate debt securities, U.S. and international government securities, commercial paper, government agency securities and convertible debt securities are considered "Level 2 " valuations because the Company has access to quoted prices, but does not have visibility to the volume and frequency of trading for all of these investments.  For the Company's investments, a market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace. 
 
The Company's derivative instruments are valued using pricing models.  Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and currency rates. Derivatives are considered "Level 2 " fair value measurements. The Company's derivative instruments are typically short-term in nature.
 

17



As of March 31, 2017 and December 31, 2016 , the Company's cash consisted of bank deposits.  Other financial assets and liabilities, including restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings are carried at cost which approximates their fair value because of the short-term nature of these items.  At both March 31, 2017 and December 31, 2016 , the Company held investments in equity securities of private companies of $7.6 million and these investments are accounted for under the cost method of accounting (see Note 4 ). See Note 4 for information on the carrying value of available-for-sale investments, Note 7 for the estimated fair value of the Company's outstanding Senior Notes and Note 11 for the Company's contingent liabilities associated with business acquisitions.
 
In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations.  The Company limits these risks by following established risk management policies and procedures, including the use of derivatives.  The Company does not use derivatives for trading or speculative purposes.  All derivative instruments are recognized in the Unaudited Consolidated Balance Sheets at fair value.  Gains and losses resulting from changes in the fair value of derivative instruments that are not designated as hedging instruments for accounting purposes are recognized in the Unaudited Consolidated Statements of Operations in the period that the changes occur.  Changes in the fair value of derivatives designated as net investment hedges are recorded as currency translation adjustments to offset a portion of the currency translation adjustment from Euro-denominated net assets held by certain subsidiaries and are recognized in the Unaudited Consolidated Balance Sheets in " Accumulated other comprehensive income (loss) ."
 
Derivatives Not Designated as Hedging Instruments — The Company is exposed to adverse movements in currency exchange rates as the operating results of its international operations are translated from local currency into U.S. Dollars upon consolidation.  The Company enters into average-rate derivative contracts to hedge translation risk from short-term foreign exchange rate fluctuations for the Euro, British Pound Sterling and certain other currencies versus the U.S. Dollar.  As of March 31, 2017 and December 31, 2016 , there were no outstanding derivative contracts related to foreign currency translation risk.  Foreign exchange losses of $1.1 million and $3.6 million for the three months ended March 31, 2017 and 2016 , respectively, are recorded related to these derivatives in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations.
 
The Company also enters into foreign currency forward contracts to hedge its exposure to the impact of movements in currency exchange rates on its transactional balances denominated in currencies other than the functional currency. Foreign exchange derivatives outstanding as of March 31, 2017 associated with foreign currency transaction risks resulted in a net liability of $0.1 million , with a liability in the amount of $0.6 million recorded in "Accrued expenses and other current liabilities" and an asset in the amount of $0.5 million recorded in "Prepaid expenses and other current assets" in the Unaudited Consolidated Balance Sheet. Foreign exchange derivatives outstanding as of December 31, 2016 associated with foreign exchange transactions resulted in a net liability of $0.3 million , with a liability in the amount of $1.0 million recorded in "Accrued expenses and other current liabilities" and an asset in the amount of $0.7 million recorded in "Prepaid expenses and other current assets" in the Unaudited Consolidated Balance Sheet. Derivatives associated with these transaction risks resulted in foreign exchange gains of $6.8 million and $12.4 million for the three months ended March 31, 2017 and 2016 , respectively. These mark-to-market adjustments on the derivative contracts, offset by the effect of changes in currency exchange rates on transactions denominated in currencies other than the functional currency, resulted in net losses of $5.9 million and $4.4 million for the three months ended March 31, 2017 and 2016 , respectively. The net impacts related to these derivatives are recorded in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations.
 
The settlement of derivative contracts not designated as hedging instruments resulted in net cash inflows of $2.7 million and $22.3 million for the three months ended March 31, 2017 and 2016 , respectively, and are reported within " Net cash provided by operating activities " in the Unaudited Consolidated Statements of Cash Flows.
 
Embedded Derivative — In September 2016, the Company invested $25 million in a Ctrip convertible note (see Note 4 ). The Company determined that the conversion option for this note met the definition of an embedded derivative. At March 31, 2017 and December 31, 2016 , the embedded derivative had an estimated fair value of $3.2 million and $1.8 million , respectively, and is reported in the balance sheet with its host contract in long-term investments. The embedded derivative is bifurcated for measurement purposes only and the mark-to-market for the three months ended March 31, 2017 was a $1.4 million gain, which is included in "Foreign currency transactions and other" in the Company's Unaudited Consolidated Statement of Operations.


18



6.                                       INTANGIBLE ASSETS AND GOODWILL
 
The Company's intangible assets at March 31, 2017 and December 31, 2016 consisted of the following (in thousands): 
 
March 31, 2017
 
December 31, 2016
 
 
 
 
 
Gross 
Carrying 
Amount
 
Accumulated
Amortization
 
Net 
Carrying 
Amount
 
Gross 
Carrying 
Amount
 
Accumulated
Amortization
 
Net 
Carrying 
Amount
 
Amortization
Period
 
Weighted 
Average 
Useful Life
Supply and distribution agreements
$
812,361

 
$
(287,948
)
 
$
524,413

 
$
809,287

 
$
(270,813
)
 
$
538,474

 
3 - 20 years
 
16 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Technology
112,451

 
(85,670
)
 
26,781

 
112,141

 
(80,549
)
 
31,592

 
 1 - 5 years
 
5 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Patents
1,623

 
(1,608
)
 
15

 
1,623

 
(1,598
)
 
25

 
15 years
 
15 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Internet domain names
40,047

 
(26,394
)
 
13,653

 
39,495

 
(25,089
)
 
14,406

 
2 - 20 years
 
8 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
1,667,686

 
(282,322
)
 
1,385,364

 
1,667,221

 
(261,412
)
 
1,405,809

 
4-20 years
 
20 years
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-compete agreements
21,900

 
(20,127
)
 
1,773

 
21,900

 
(18,321
)
 
3,579

 
3-4 years
 
3 years
Total intangible assets
$
2,656,068

 
$
(704,069
)
 
$
1,951,999

 
$
2,651,667

 
$
(657,782
)
 
$
1,993,885

 
 
 
 
 
Intangible assets are amortized on a straight-line basis.  Intangible asset amortization expense was approximately $43.0 million and $42.4 million for the three months ended March 31, 2017 and 2016 , respectively.

The amortization expense for intangible assets for the remainder of 2017 , the annual expense for the next five years, and the expense thereafter is expected to be as follows (in thousands): 
Remainder of 2017
$
119,143

2018
141,951

2019
130,759

2020
123,903

2021
119,095

2022
117,966

Thereafter
1,199,182

 
$
1,951,999

 
The change in goodwill for the three months ended March 31, 2017 consists of the following (in thousands): 
Balance at December 31, 2016
$
2,396,906

Currency translation adjustments
5,400

Balance at March 31, 2017
$
2,402,306

 
A substantial portion of the intangibles and goodwill relates to the acquisition of OpenTable in July 2014 and KAYAK in May 2013. There have been no events or changes in circumstances to indicate a potential impairment to goodwill or intangible assets as of March 31, 2017 .



19



7.                                       DEBT
 
Short-term Borrowing

On March 31, 2016, the Company utilized a credit line in an amount of $100.0 million associated with the purchase of marketable debt securities. This borrowing was repaid on April 1, 2016.

Revolving Credit Facility

In June 2015, the Company entered into a $2.0 billion five -year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to either (i) the adjusted LIBOR for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50% ; or (ii) the greatest of (a) Bank of America, N.A.'s prime lending rate, (b) the federal funds rate plus 0.50% , and (c) an adjusted LIBOR for an interest period of one month plus 1.00% , plus an applicable margin ranging from 0.00% to 0.50% . Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.085% to 0.20% .

The revolving credit facility provides for the issuance of up to $70.0 million of letters of credit as well as borrowings of up to $50.0 million on same-day notice, referred to as swingline loans. Borrowings under the revolving credit facility may be made in U.S. Dollars, Euros, British Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility would be used for working capital and general corporate purposes, which could include acquisitions, share repurchases or debt repayments. There were no borrowings outstanding and approximately $3.9 million and $3.8 million of letters of credit issued under the facility as of March 31, 2017 and December 31, 2016 , respectively.

Outstanding Debt
 
Outstanding debt as of March 31, 2017 consisted of the following (in thousands): 
March 31, 2017
 
Outstanding
  Principal 
Amount
 
Unamortized Debt
Discount and Debt
Issuance Cost
 
Carrying
  Value
Short-term debt:
 
 
 
 
 
 
1.0% Convertible Senior Notes due March 2018
 
$
999,997

 
$
(25,459
)
 
$
974,538

Long-term debt:
 
 
 
 
 
 
0.35% Convertible Senior Notes due June 2020
 
$
1,000,000

 
$
(83,969
)
 
$
916,031

0.9% Convertible Senior Notes due September 2021
 
1,000,000

 
(99,325
)
 
900,675

0.8% (€1 Billion) Senior Notes due March 2022
 
1,069,550

 
(7,133
)
 
1,062,417

2.15% (€750 Million) Senior Notes due November 2022
 
802,163

 
(5,144
)
 
797,019

2.375% (€1 Billion) Senior Notes due September 2024
 
1,069,550

 
(12,577
)
 
1,056,973

3.65% Senior Notes due March 2025
 
500,000

 
(3,618
)
 
496,382

3.6% Senior Notes due June 2026
 
1,000,000

 
(7,425
)
 
992,575

1.8% (€1 Billion) Senior Notes due March 2027
 
1,069,550

 
(5,520
)
 
1,064,030

Total long-term debt
 
$
7,510,813

 
$
(224,711
)
 
$
7,286,102

 

20



Outstanding debt as of December 31, 2016 consisted of the following (in thousands): 
December 31, 2016
 
Outstanding
 Principal 
Amount
 
Unamortized Debt
Discount and Debt
Issuance Cost
 
Carrying
  Value
Short-term debt:
 
 
 
 
 
 
1.0% Convertible Senior Notes due March 2018
 
$
1,000,000

 
$
(32,266
)
 
$
967,734

Long-term debt:
 
 
 
 
 
 
0.35% Convertible Senior Notes due June 2020
 
$
1,000,000

 
$
(90,251
)
 
$
909,749

0.9% Convertible Senior Notes due September 2021
 
1,000,000

 
(104,592
)
 
895,408

2.15% (€750 Million) Senior Notes due November 2022
 
791,063

 
(5,336
)
 
785,727

2.375% (€1 Billion) Senior Notes due September 2024
 
1,054,750

 
(12,861
)
 
1,041,889

3.65% Senior Notes due March 2025
 
500,000

 
(3,727
)
 
496,273

3.6% Senior Notes due June 2026
 
1,000,000

 
(7,619
)
 
992,381

1.8% (€1 Billion) Senior Notes due March 2027
 
1,054,750

 
(5,655
)
 
1,049,095

Total long-term debt
 
$
6,400,563

 
$
(230,041
)
 
$
6,170,522

 
Based upon the closing price of the Company's common stock for the prescribed measurement periods during the three months ended March 31, 2017 and December 31, 2016 , the contingent conversion threshold on the 2018 Notes (as defined below) was exceeded. Therefore, the 2018 Notes were convertible at the option of the holders, and, accordingly, the Company reported the carrying value of the 2018 Notes as a current liability in the Company's Unaudited Consolidated Balance Sheet as of March 31, 2017 and December 31, 2016 . Since these notes are convertible at the option of the holders and the principal amount is required to be paid in cash, the Company reclassified the unamortized debt discount for the 2018 Notes in the amount of $22.5 million and $28.5 million before tax as of March 31, 2017 and December 31, 2016 , respectively, from additional paid-in-capital to convertible debt in the mezzanine section in the Company's Unaudited Consolidated Balance Sheet. The determination of whether or not the 2018 Notes are convertible is performed on a quarterly basis. Consequently, the 2018 Notes may or may not be convertible in future quarters.

The contingent conversion thresholds on the 2020 Notes (as defined below) and the 2021 Notes (as defined below) were not exceeded at March 31, 2017 or December 31, 2016 , and therefore these notes were reported as a non-current liability in the Unaudited Consolidated Balance Sheets.

Fair Value of Debt

As of March 31, 2017 and December 31, 2016 , the estimated fair value of the outstanding Senior Notes was approximately $10.1 billion and $8.4 billion , respectively, and was considered a "Level 2 " fair value measurement (see Note 5 ). Fair value was estimated based upon actual trades at the end of the reporting period or the most recent trade available as well as the Company's stock price at the end of the reporting period.  A substantial portion of the market value of the Company's debt in excess of the outstanding principal amount relates to the conversion premium on the Convertible Senior Notes.

Convertible Debt

If the note holders exercise their option to convert, the Company delivers cash to repay the principal amount of the notes and delivers shares of common stock or cash, at its option, to satisfy the conversion value in excess of the principal amount.  In cases where holders decide to convert prior to the maturity date, the Company charges the proportionate amount of remaining debt issuance costs to interest expense.

Description of Senior Convertible Notes  

In August 2014, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due September 15, 2021, with an interest rate of 0.9% (the "2021 Notes"). The Company paid $11.0 million in debt issuance costs during the year ended December 31, 2014 related to this offering. The 2021 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $2,055.50 per share. The 2021 Notes are convertible, at the option of the holder, prior to September 15, 2021, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the conversion price in effect for the notes on the last trading day of the immediately preceding

21



quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2021 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2021 Notes in an aggregate value ranging from $0 to approximately $375 million depending upon the date of the transaction and the then current stock price of the Company. As of June 15, 2021, holders will have the right to convert all or any portion of the 2021 Notes. The 2021 Notes may not be redeemed by the Company prior to maturity.  The holders may require the Company to repurchase the 2021 Notes for cash in certain circumstances.  Interest on the 2021 Notes is payable on March 15 and September 15 of each year.

In May 2013, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due June 15, 2020, with an interest rate of 0.35% (the "2020 Notes"). The 2020 Notes were issued with an initial discount of $20.0 million . The Company paid $1.0 million in debt issuance costs during the year ended December 31, 2013 related to this offering. The 2020 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $1,315.10 per share. The 2020 Notes are convertible, at the option of the holder, prior to June 15, 2020, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2020 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2020 Notes in an aggregate value ranging from $0 to approximately $397 million depending upon the date of the transaction and the then current stock price of the Company. As of March 15, 2020, holders will have the right to convert all or any portion of the 2020 Notes. The 2020 Notes may not be redeemed by the Company prior to maturity.  The holders may require the Company to repurchase the 2020 Notes for cash in certain circumstances.  Interest on the 2020 Notes is payable on June 15 and December 15 of each year.

In March 2012, the Company issued in a private placement $1.0 billion aggregate principal amount of Convertible Senior Notes due March 15, 2018, with an interest rate of 1.0% (the "2018 Notes"). The Company paid $20.9 million in debt issuance costs during the year ended December 31, 2012 related to this offering. The 2018 Notes are convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $944.61 per share. The 2018 Notes are convertible, at the option of the holder, prior to March 15, 2018, upon the occurrence of specific events, including but not limited to a change in control, or if the closing sales price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 150% of the conversion price in effect for the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company's common stock is acquired on or prior to the maturity of the 2018 Notes in a transaction in which the consideration paid to holders of the Company's common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2018 Notes in aggregate value ranging from $0 to approximately $344 million depending upon the date of the transaction and the then current stock price of the Company. As of December 15, 2017, holders will have the right to convert all or any portion of the 2018 Notes. The 2018 Notes may not be redeemed by the Company prior to maturity.  The holders may require the Company to repurchase the 2018 Notes for cash in certain circumstances.  Interest on the 2018 Notes is payable on March 15 and September 15 of each year.

Cash-settled convertible debt, such as the Company's Convertible Senior Notes, is separated into debt and equity components at issuance and each component is assigned a value.  The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar bond without the conversion feature.  The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount.  Debt discount is amortized using the effective interest rate method over the period from the origination date through the stated maturity date.  The Company estimated the straight debt borrowing rates at debt origination to be 3.50% for the 2018 Notes, 3.13% for the 2020 Notes and 3.18% for the 2021 Notes.  The yield to maturity was estimated at an at-market coupon priced at par.

Debt discount after tax of $82.5 million ( $142.9 million before tax) less financing costs associated with the equity component of convertible debt of $1.6 million after tax was recorded in additional paid-in capital related to the 2021 Notes at December 31, 2014. Debt discount after tax of $92.4 million ( $154.3 million before tax) less financing costs associated with the equity component of convertible debt of $0.1 million after tax was recorded in additional paid-in capital related to the 2020 Notes at June 30, 2013. Debt discount after tax of $80.9 million ( $135.2 million before tax) less financing costs associated with the equity component of convertible debt of $2.8 million after tax was recorded in additional paid-in capital related to the 2018 Notes at March 31, 2012.

22




For the three months ended March 31, 2017 and 2016 , the Company recognized interest expense of $24.0 million and $23.4 million , respectively, related to convertible notes, which was comprised of $5.6 million for each period related to the contractual coupon interest, $17.2 million and $16.7 million , respectively, related to the amortization of debt discount, and $1.2 million and $1.1 million , respectively, related to the amortization of debt issuance costs.  For the three months ended March 31, 2017 and 2016 , included in the amortization of debt discount mentioned above was $0.7 million of original issuance discount for each period related to the 2020 Notes. The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt. The weighted-average effective interest rates for the three months ended March 31, 2017 and 2016 was 3.4% and 3.5% , respectively, related to convertible notes.

Other Long-term Debt

In March 2017, the Company issued Senior Notes due March 10, 2022, with an interest rate of 0.8% (the "March 2022 Notes") for an aggregate principal amount of 1.0 billion Euros. The March 2022 Notes were issued with an initial discount of 2.1 million Euros. In addition, the Company paid $4.0 million in debt issuance costs during the three months ended March 31, 2017. Interest on the March 2022 Notes is payable annually on March 10, beginning March 10, 2018. Subject to certain limited exceptions, all payments of interest and principal for the March 2022 Notes will be made in Euros.

In May 2016, the Company issued Senior Notes due June 1, 2026, with an interest rate of 3.6% (the "2026 Notes") for an aggregate principal amount of $1.0 billion . The 2026 Notes were issued with an initial discount of $1.9 million . In addition, the Company paid $6.2 million in debt issuance costs during the year ended December 31, 2016. Interest on the 2026 Notes is payable semi-annually on June 1 and December 1.

In November 2015, the Company issued Senior Notes due November 25, 2022, with an interest rate of 2.15% (the "November 2022 Notes") for an aggregate principal amount of 750 million Euros. The November 2022 Notes were issued with an initial discount of 2.2 million Euros. In addition, the Company paid $3.7 million in debt issuance costs during the year ended December 31, 2015. Interest on the November 2022 Notes is payable annually on November 25. Subject to certain limited exceptions, all payments of interest and principal, including payments made upon any redemption of the November 2022 Notes will be made in Euros.

In March 2015, the Company issued Senior Notes due March 15, 2025, with an interest rate of 3.65% (the "2025 Notes") for an aggregate principal amount of $500 million . The 2025 Notes were issued with an initial discount of $1.3 million . In addition, the Company paid $3.2 million in debt issuance costs during the year ended December 31, 2015. Interest on the 2025 Notes is payable semi-annually on March 15 and September 15.

In March 2015, the Company issued Senior Notes due March 3, 2027, with an interest rate of 1.8% (the "2027 Notes") for an aggregate principal amount of 1.0 billion Euros. The 2027 Notes were issued with an initial discount of 0.3 million Euros. In addition, the Company paid $6.3 million in debt issuance costs during the year ended December 31, 2015. Interest on the 2027 Notes is payable annually on March 3. Subject to certain limited exceptions, all payments of interest and principal for the 2027 Notes will be made in Euros.

In September 2014, the Company issued Senior Notes due September 23, 2024, with an interest rate of 2.375% (the "2024 Notes") for an aggregate principal amount of 1.0 billion Euros. The 2024 Notes were issued with an initial discount of 9.4 million Euros. In addition, the Company paid $6.5 million in debt issuance costs during the year ended December 31, 2014. Interest on the 2024 Notes is payable annually on September 23. Subject to certain limited exceptions, all payments of interest and principal for the 2024 Notes will be made in Euros.

The aggregate principal value of the March 2022 Notes, November 2022 Notes, 2024 Notes and 2027 Notes and accrued interest thereon are designated as a hedge of the Company's net investment in certain Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities are measured based upon changes in spot rates and are recorded in " Accumulated other comprehensive income (loss) " in the Unaudited Consolidated Balance Sheets. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in " Accumulated other comprehensive income (loss) "in the Unaudited Consolidated Balance Sheets. Since the notional amount of the recorded Euro-denominated debt and related interest are not greater than the notional amount of the Company's net investment, the Company does not expect to incur any ineffectiveness on this hedge.

Debt discount is amortized using the effective interest rate method over the period from the origination date through the stated maturity date.  The Company estimated the effective interest rates at debt origination to be 0.84% for the March 2022

23



Notes, 2.20% for the November 2022 Notes, 2.48% for the 2024 Notes, 3.68% for the 2025 Notes, 3.62% for the 2026 Notes and 1.80% for the 2027 Notes.

For the three months ended March 31, 2017 and 2016 , the Company recognized interest expense of $30.6 million and $21.4 million , respectively, related to other long-term debt, which was comprised of $29.5 million and $20.5 million , respectively, for the contractual coupon interest, $0.4 million for each period related to the amortization of debt discount and $0.7 million and $0.5 million , respectively, related to the amortization of debt issuance costs. The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity dates for the respective debt.

In March 2016, the Company received a ten -year loan from the State of Connecticut in the amount of $2.5 million with an interest rate of 1% in connection with the construction of office space in Connecticut.  In the first quarter of 2017, $1.0 million of the loan was forgiven as a result of meeting certain employment and salary conditions. The remaining balance of the loan will be forgiven in 2019 if certain employment and salary conditions are met. As of March 31, 2017 and December 31, 2016 , the loan in the amount of $1.5 million and $2.5 million , respectively, is reported in " Other long-term liabilities " in the Unaudited Consolidated Balance Sheet.


8.                                       TREASURY STOCK
 
In the first quarter of 2016, the Company's Board of Directors authorized a program to repurchase up to $3.0 billion of the Company's common stock. In the three months ended March 31, 2017 , the Company repurchased 80,027 shares of its common stock in the open market for an aggregate cost of $135.0 million , which included stock repurchases in March 2017 of 5,600 shares for an aggregate cost of $10.0 million that were settled in April 2017.

In the first quarter of 2017, the Company's Board of Directors authorized a program to repurchase up to $2.0 billion of the Company's common stock, in addition to amounts previously authorized. As of March 31, 2017 , the Company had a remaining authorization of $4.0 billion to purchase its common stock. The Company may make additional repurchases of shares under its stock repurchase programs, depending on prevailing market conditions, alternate uses of capital and other factors. Whether and when to initiate and/or complete any purchase of common stock and the amount of common stock purchased will be determined at the Company's discretion.

The Board of Directors has given the Company the general authorization to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation.  The Company repurchased 44,888 shares and 90,401 shares at an aggregate cost of $77.3 million and $117.2 million in the three months ended March 31, 2017 and 2016 , respectively, to satisfy employee withholding taxes related to stock-based compensation. For the three months ended March 31, 2017 and 2016 , the Company remitted $69.8 million and $99.5 million of such employee withholding taxes, respectively, to the tax authorities, with the remainder remitted subsequently. The new accounting standard for stock-based compensation (see Note 1) requires us to report the cash remitted to the tax authorities as a financing activity in the Unaudited Statements of Cash Flows for all periods presented. Prior to the adoption of this standard, the Company reported the aggregate cost of the shares withheld for taxes as a financing activity and the associated unremitted withholding taxes as an operating activity on the cash flow statements.
 
As of March 31, 2017 , there were 13,315,844 shares of the Company's common stock held in treasury.


9.                                       INCOME TAXES
 
Income tax expense consists of U.S. and international income taxes, determined using an estimate of the Company's annual effective tax rate, which is based upon the applicable tax rates and tax laws of the countries in which the income is generated.  A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and operating loss and tax credit carryforwards.  A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors.

The Company's effective tax rate for the three months ended March 31, 2017 was 13.6% compared to 18.7% for the three months ended March 31, 2016 . The 2017 effective tax rate differs from the U.S. federal statutory tax rate of 35% , primarily as a result of lower international tax rates and current year excess tax benefits in an amount of $9.9 million

24



recognized from the vesting of equity awards pursuant to the adoption of an accounting update effective January 2017 (see Note 1), partially offset by certain non-deductible expenses. The 2016 effective tax rate differs from the U.S. federal statutory tax rate of 35% , primarily as a result of lower international tax rates, partially offset by the tax rate impact of a non-deductible impairment of a cost-method investment of approximately $50 million in the first quarter of 2016 (see Note 4).

The Company's effective tax rate was lower for the three months ended March 31, 2017 , compared to the three months ended March 31, 2016 , primarily as a result of an increased proportion of the Company's income being taxed at lower international tax rates due to the growth of the Company's international businesses and current year excess tax benefits recognized from vesting of equity awards. In addition, the non-deductible impairment of a cost-method investment was recognized in the first quarter of 2016, which contributed to a higher effective tax rate compared to the three months ended March 31, 2017.

During the three months ended March 31, 2017 and 2016 , a substantial majority of the Company's income was generated in the Netherlands. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 5% ("Innovation Box Tax") rather than the Dutch statutory rate of 25% . A portion of Booking.com's earnings during the three months ended March 31, 2017 and 2016 qualifies for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those periods.


10.                                       ACCUMULATED OTHER COMPREHENSIVE INCOME
 
The table below provides the balances for each classification of accumulated other comprehensive income (loss) as of March 31, 2017 and December 31, 2016 (in thousands): 
 
 
March 31,
2017
 
December 31,
2016
Foreign currency translation adjustments, net of tax (1)
 
$
(275,442
)
 
$
(311,247
)
Net unrealized gain on marketable securities, net of tax (2)
 
522,497

 
176,563

Accumulated other comprehensive income (loss)
 
$
247,055

 
$
(134,684
)
 
(1) Foreign currency translation adjustments, net of tax, include net losses from fair value adjustments of $35.0 million after tax ( $52.6 million before tax) associated with settled derivatives that previously had been designated as net investment hedges at both March 31, 2017 and December 31, 2016 .

Foreign currency translation adjustments, net of tax, include foreign currency transaction gains of $149.9 million after tax ( $258.0 million before tax) and $182.6 million after tax ( $310.4 million before tax) associated with the Company's March 2022 Notes, November 2022 Notes, 2024 Notes and 2027 Notes at March 31, 2017 and December 31, 2016 , respectively. The March 2022 Notes, November 2022 Notes, 2024 Notes and 2027 Notes are Euro-denominated debt and are designated as hedges of certain of the Company's Euro-denominated net assets (see Note 7 ).

The remaining balance in foreign currency translation adjustments excludes income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States.
 
(2) The unrealized gains before tax at March 31, 2017 and December 31, 2016 were $539.7 million and $185.9 million , respectively, of which unrealized gains of $472.2 million and $148.5 million , respectively, were exempt from tax in the Netherlands and unrealized gains of $67.5 million and $37.4 million , respectively, were taxable.


11.                                       COMMITMENTS AND CONTINGENCIES

Competition Reviews

The online travel industry has become the subject of investigations by various national competition authorities ("NCAs"), particularly in Europe. The Company is or has been involved in investigations predominantly related to whether Booking.com's contractual parity arrangements with accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, are anti-competitive because they require accommodation providers to provide Booking.com with room rates that are at least as low as those offered to other online travel companies ("OTCs") or through the accommodation provider's website. Some investigations relate to other issues such as reservation and cancellation clauses,

25



commission payments and pricing behavior. For instance, in September 2016 the Swiss Price Surveillance Office initiated a market observation exercise with respect to the market position and the level of commissions of Booking.com in Switzerland.

In Europe, investigations into Booking.com's price parity provisions were initiated in 2013 and 2014 by NCAs in France, Germany, Italy, Austria, Sweden, Ireland and Switzerland. A number of other NCAs have also looked at these issues. On April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted "commitments" offered by Booking.com to resolve and close the investigations in France, Italy and Sweden. Under the commitments, Booking.com replaced its existing price parity agreements with accommodation providers with "narrow" price parity agreements. Under a "narrow" price parity agreement, subject to certain exceptions, an accommodation provider is still required to offer the same or better rates on Booking.com as it offers to a consumer directly online, but it is no longer required to offer the same or better rates on Booking.com as it offers to other OTCs. The commitments also allow an accommodation provider to, among other things, offer different terms and conditions (e.g., free WiFi) and availability to consumers that book with online travel companies that offer lower rates of commission or other benefits, offer lower rates to consumers that book through offline channels and continue to discount through, among other things, accommodation loyalty programs, as long as those rates are not published or marketed online. The commitments apply to accommodations in France, Italy and Sweden and were effective on July 1, 2015. The foregoing description is a summary only and is qualified in its entirety by reference to the commitments published by the NCAs on April 21, 2015.

On July 1, 2015, Booking.com voluntarily implemented the commitments given to the French, Italian and Swedish NCAs throughout the European Economic Area and Switzerland. Nearly all NCAs in the European Economic Area have now closed their investigations following Booking.com's implementation of the commitments in their jurisdictions. Booking.com has also recently agreed with the NCAs in Australia, New Zealand and Georgia to implement the "narrow" price parity clause in these countries. However, the Australian NCA indicated in February 2017 that it is reassessing "narrow" price parity clauses between online travel agencies and accommodation providers. The Turkish NCA recently imposed fines on Booking.com following an investigation into Booking.com's "wide" parity clauses. Booking.com is in ongoing discussions with various NCAs in other countries regarding their concerns. The Company is currently unable to predict the long-term impact the implementation of these commitments will have on Booking.com's business, on investigations by other countries, or on industry practice more generally.

On December 23, 2015, the German NCA issued a final decision prohibiting Booking.com's "narrow" price parity agreements with accommodations in Germany. The German NCA did not issue a fine, but has reserved its position regarding an order for disgorgement of profits. Booking.com is appealing the German NCA's decision. An Italian hotel association has appealed the Italian NCA's decision to accept the commitments by Booking.com.

A working group of 10 European NCAs (France, Germany, Belgium, Hungary, Ireland, Italy, the Netherlands, Czech Republic, the United Kingdom and Sweden) was established by the European Commission in December 2015 to monitor the effects of the narrow price parity clause in Europe. This working group (the "ECN Working Group") issued questionnaires during 2016 to online travel agencies, including Booking.com and Expedia, meta-search sites and hotels about the narrow price parity clause. On April 6, 2017, the ECN Working Group published the results of this monitoring exercise. The report indicates that the introduction of the narrow price parity clause generally improved conditions for competition. Although neither the European Commission nor any of the participating NCAs has opened a new investigation following the publication of the report, the ECN Working Group decided to keep the sector under review and re-assess the competitive situation in due course. Separately, the French NCA, which conducted its own review of the effects of the narrow price parity clause, issued a report on February 9, 2017 stating that it has not ruled out the possibility of issuing an opinion at its own initiative if a change in competition requires it, and that it would continue to contribute actively to the ECN Working Group process.

The Company is unable to predict how these appeals and the remaining investigations in other countries will ultimately be resolved, or whether further action in Europe will be taken as a result of the ECN Working Group's ongoing review. Possible outcomes include requiring Booking.com to amend or remove its rate parity clause from its contracts with accommodation providers in those jurisdictions and/or the imposition of fines. The Company is unable to predict the impact these possible outcomes might have on its business.

In August 2015, French legislation known as the "Macron Law" became effective. Among other things, the Macron Law makes price parity agreements illegal, including the "narrow" price parity agreements agreed to by the French NCA in April 2015. Legislation in Austria prohibiting "narrow" price parity agreements (including the narrow parity clause) became effective on December 31, 2016. Similar legislation was approved by the Italian Senate on May 3, 2017, and will return to the Italian Chamber of Deputies for final approval. A motion to prohibit the narrow price parity clause is currently being discussed in the Swiss Parliament. It is not yet clear how the Macron Law and the Austrian legislation or the proposed Italian and Swiss legislation may affect the Company's business in the long term in France, Austria, Italy and Switzerland, respectively.

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Competition-related investigations, legislation or issues could also give rise to private litigation. For example, Booking.com is involved in private litigation in Sweden related to its "narrow" price parity provisions. We are unable to predict how this litigation will be resolved, or whether it will impact Booking.com's business in Sweden.

Litigation Related to Travel Transaction Taxes
 
The Company and certain third-party OTCs are currently involved in approximately thirty lawsuits, including certified and putative class actions, brought by or against U.S. states, cities and counties over issues involving the payment of travel transaction taxes (e.g., hotel occupancy taxes, excise taxes, sales taxes, etc.) related to the priceline.com business. Generally, the complaints allege, among other things, that the OTCs violated each jurisdiction's respective relevant travel transaction tax ordinance with respect to the charge and remittance of amounts to cover taxes under each law. The Company believes that the laws at issue generally do not apply to the services it provides, namely the facilitation of travel reservations, and, therefore, that it does not owe the taxes that are claimed to be owed. However, the Company has been involved in this type of litigation for many years, and state and local jurisdictions where these issues have not been resolved could assert that the Company is subject to travel transaction taxes and could seek to collect such taxes, retroactively and/or prospectively. From time to time, the Company has found it expedient to settle claims pending in these matters without conceding that the claims at issue are meritorious or that the claimed taxes are in fact due to be paid.  The Company may also settle current or future travel transaction tax claims.

On August 5, 2016, the tax appeal court of the State of Hawaii ruled that online travel companies, including the Company, owe General Excise Tax (GET) on the gross amounts collected from consumers on rental car reservations.  The tax appeal court rejected the online travel companies' arguments that GET applies only to amounts retained by online travel companies and does not include amounts paid to rental car company suppliers.  The online travel companies argued that GET should not apply to gross amounts charged to consumers for rental car reservations pursuant to the 2015 decision of the Hawaii Supreme Court in Travelocity.com, L.P., et al. v. Director of Taxation that GET applies to amounts retained by online travel companies for hotel reservations and not for gross amounts charged to consumers.  The Company intends to appeal the tax appeal court decision to the Hawaii appellate courts.  In order to appeal the decision, the Company must pay $13 million , which is the amount of the judgment entered on April 25, 2017. 

Litigation is subject to uncertainty and there could be adverse developments in these pending or future cases and proceedings. An unfavorable outcome or settlement of pending litigation may encourage the commencement of additional litigation, audit proceedings or other regulatory inquiries and also could result in substantial liabilities for past and/or future bookings, including, among other things, interest, penalties, punitive damages and/or attorneys’ fees and costs. An adverse outcome in one or more of these unresolved proceedings could have an adverse effect on the Company's results of operations or cash flows in any given operating period. However, the Company believes that even if the Company were to suffer adverse determinations in the near term in more of the pending proceedings than currently anticipated, given results to date it would not have a material impact on its liquidity or financial condition.

As a result of the travel transaction tax litigation generally and other attempts by U.S. jurisdictions to levy similar taxes, the Company has established an accrual (including estimated interest and penalties) for the potential resolution of issues related to travel transaction taxes in the amount of approximately $27 million at both March 31, 2017 and December 31, 2016 . The Company's legal expenses for these matters are expensed as incurred and are not reflected in the amount accrued. The actual cost may be less or greater, potentially significantly, than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount accrued cannot be reasonably made.

Patent Infringement

On February 9, 2015, International Business Machines Corporation ("IBM") filed a complaint in the U.S. District Court for the District of Delaware against The Priceline Group Inc. and its subsidiaries KAYAK Software Corporation, OpenTable, Inc. and priceline.com LLC (the "Subject Companies"). In the complaint, IBM alleges that the Subject Companies have infringed and continue to willfully infringe certain IBM patents that IBM claims relate to the presentation of applications and advertising in an interactive service, preserving state information in online transactions and single sign-on processes in a computing environment and seeks unspecified damages (including a request that the amount of compensatory damages be trebled), injunctive relief and costs and reasonable attorneys’ fees. The Subject Companies believe the claims to be without merit and are contesting them. The Subject Companies asked the court to dismiss the case due to lack of patentable subject matter in the asserted patents, and on March 30, 2016 that motion was denied without prejudice to refiling later in the case. Concurrently with the litigation, the Subject Companies filed two Inter Partes Review ("IPR") petitions and four Covered Business Method ("CBM") petitions for the patents-in-suit with the U.S. Patent and Trademark Office (the "PTAB"). The

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PTAB denied one of the IPR petitions and granted one of the IPR petitions, and denied the four CBM petitions. Expert discovery has concluded and the parties have fully briefed and held oral argument on summary judgment motions. There is a mediation in the case scheduled for May 23, 2017 before the Magistrate Judge. Trial in the District Court is scheduled for August 2017.  The Company does not believe a loss contingency is probable and reasonably estimable and therefore has not recorded a liability for this matter.

French Tax Matter

French tax authorities conducted an audit of Booking.com of the years 2003 through 2012. They are asserting that Booking.com has a permanent establishment in France and are seeking to recover what they claim are unpaid income taxes and value-added taxes. In December 2015, the French tax authorities issued Booking.com assessments for approximately 356 million Euros, the majority of which would represent penalties and interest. The Company believes that Booking.com has been, and continues to be, in compliance with French tax law, and the Company intends to contest the assessments. If the Company is unable to resolve the matter with the French authorities, it would expect to challenge the assessments in the French courts. In order to contest the assessments in court, the Company may be required to pay, upfront, the full amount or a significant part of any such assessments, though any such payment would not constitute an admission by it that it owes the taxes. At the end of 2016, French authorities announced their intention to also audit the tax years 2013 to 2015, which could result in additional assessments.

Turkish Matter

From time to time the Company has been subject to legal proceedings and claims regarding whether it is subject to local registration requirements, such as requirements to register as a travel agent. In March 2017, in connection with a lawsuit begun in 2015 by the Association of Turkish Travel Agencies claiming that Booking.com is required to meet certain registration requirements in Turkey, a Turkish court unexpectedly ordered Booking.com to suspend offering Turkish hotels and accommodations to Turkish residents. Although Booking.com is appealing the order and believes it to be without basis, this order has had, and is likely to continue to have, a negative impact on the Company's growth and results of operations.
Other

The Company accrues for certain legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Such accrued amounts are not material to the Company's consolidated balance sheets and provisions recorded have not been material to the Company's consolidated results of operations or cash flows. An estimate for a reasonably possible loss or range of loss in excess of the amount accrued cannot be reasonably made.

From time to time, the Company has been, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third-party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management's attention from the Company's business objectives and adversely affect the Company's business, results of operations, financial condition and cash flows.

Contingent Consideration for Business Acquisitions

As of March 31, 2017 and December 31, 2016 , the Company recognized a liability of approximately $9 million for each period for estimated contingent payments, which was considered a "Level 3" fair value measurement (see Note 5). The estimated acquisition-date contingent liability is based upon the probability-weighted average payments for specific performance factors from the acquisition date through the performance period which ends at March 31, 2019. The range of undiscounted outcomes for the estimated contingent payments is approximately $0 to $90 million .

Building Construction

In September 2016, the Company signed a turnkey agreement to construct an office building in the Netherlands, which will be the future headquarters of the Booking.com business. The turnkey agreement provided for payments by Booking.com of approximately 270 million Euros and consists of two components, land use rights and the building to be constructed. Upon signing this agreement, Booking.com paid approximately 48 million Euros to the developer, which included approximately 43 million Euros for the acquired land use rights and approximately 5 million Euros for the building construction. The land use rights are included in "Other assets" and the building construction-in-progress is included in "Property and equipment, net" in the Unaudited Consolidated Balance Sheets at March 31, 2017 and December 31, 2016 . The land use rights asset and required future lease payments to the Municipality in Amsterdam of approximately 60 million Euros are recognized as rent expense on a

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straight-line basis over the remaining 49 -year term of the lease and are recorded in general and administrative expense in the statements of operations. Booking.com expects to pay approximately 34 million Euros related to the building construction later in 2017, with the remainder of payments being paid periodically beginning in 2018 until the expected completion of the building in late 2020. The Company expects all future payments to be made from its international cash.

Acquisition of Momondo Group

On February 7, 2017, the Company signed a definitive agreement to acquire the Momondo Group, which operates the travel meta-search websites Momondo and Cheapflights. The Company will use approximately $550 million of its international cash to fund this acquisition. The transaction is expected to close later in the year, subject to regulatory approval.


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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our Unaudited Consolidated Financial Statements, including the notes to those statements, included elsewhere in this Quarterly Report on Form 10-Q, and the Section entitled " Special Note Regarding Forward-Looking Statements " at the end of this Item 2.  As discussed in more detail in the Section entitled " Special Note Regarding Forward-Looking Statements, " this discussion contains forward-looking statements, which involve risks and uncertainties.  Our actual results may differ materially from the results discussed in the forward-looking statements.  Factors that might cause those differences include those discussed in " Risk Factors " and elsewhere in this Quarterly Report. The information on our websites is not a part of this Quarterly Report and is not incorporated herein by reference.

We evaluate certain operating and financial measures on both an as reported and constant-currency basis. We calculate constant currency by converting our current-year period financial results for transactions recorded in currencies other than U.S. Dollars using the corresponding prior-year period monthly average exchange rates rather than the current-year period monthly average exchange rates.
 
Overview
 
Our mission is to help people experience the world. We seek to achieve our mission by providing consumers, travel service providers and restaurants with worldwide leadership in online reservation and related services. We operate six primary, independently managed brands:

Booking.com - the world’s leading brand for booking online accommodation reservations, based on room nights booked.
priceline.com - a leading hotel, rental car, airline ticket and vacation package reservation service in the United States.
KAYAK - a leading meta-search service allowing consumers to easily search and compare travel itineraries and prices, including airline ticket, accommodation and rental car reservation information.
agoda.com - a leading accommodation reservation service catering primarily to consumers in the Asia-Pacific region.
Rentalcars.com - a leading worldwide rental car reservation service.
OpenTable - a leading provider of restaurant reservation and information services to consumers and restaurant reservation management services to restaurants.

We refer to our company and all of our subsidiaries and brands collectively as "The Priceline Group," the "Company," "we," "our" or "us."

Our business is driven primarily by international results, which consist of the results of Booking.com, agoda.com and Rentalcars.com and the international businesses of KAYAK and OpenTable (in each case regardless of where the consumer resides, where the consumer is physically located while using our services or the location of the travel service provider or restaurant). During the year ended December 31, 2016 , our international business (the substantial majority of which is generated by Booking.com) represented approximately 88% of our consolidated gross profit. A significant majority of our gross profit is earned in connection with facilitating accommodation reservations.

We derive substantially all of our gross profit from the following sources:

Commissions earned from facilitating reservations of accommodations, rental cars, cruises and other travel services on an agency basis;
Transaction gross profit on a merchant basis and customer processing fees from our accommodation, rental car, airline ticket and vacation package reservation services;
Advertising revenues primarily earned by KAYAK from sending referrals to OTCs and travel service providers, as well as from advertising placements on KAYAK's websites and mobile apps;
Reservation revenues paid by restaurants for diners seated through OpenTable's online reservation services, subscription fees for restaurant reservation management services provided by OpenTable and other OpenTable revenues; and
Damage excess waiver fees, travel insurance fees and global distribution system ("GDS") reservation booking fees, in each case related to certain of our travel services.


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Our priceline.com brand offers merchant Name Your Own Price ® opaque travel services, which are recorded in revenue on a "gross" basis and have associated cost of revenue. All of our other services are generally recorded in revenue on a "net" basis and have no significant associated cost of revenue. Therefore, revenue increases and decreases are impacted by changes in the mix of our revenues between Name Your Own Price ® travel services and other services. Gross profit reflects the commission or net margin earned for all of our services. Consequently, gross profit is an important measure to evaluate growth in our business because, in contrast to our revenues, it is not affected by the different methods of recording revenue and cost of revenue between our Name Your Own Price ® travel reservation services and our other services.

Trends

Over the last several years we have experienced strong growth in our accommodation reservation services. We believe this growth is the result of, among other things, the broader shift of travel purchases from offline to online, the widespread adoption of mobile devices and the growth of travel overall, including in higher growth emerging markets such as Asia-Pacific and South America. We also believe this growth is the result of the continued innovation and execution by our teams around the world to add accommodations to our travel reservation services, increase and improve content, build distribution and improve the consumer experience on our websites and mobile apps, as well as consistently and effectively marketing our brands through performance and brand advertising efforts. These year-over-year growth rates have generally decelerated. Given the size of our accommodation reservation business, we expect that our year-over-year growth rates will generally continue to decelerate, though the rate of deceleration may fluctuate and there may be periods of acceleration from time to time. For the year ended December 31, 2016 , our accommodation room night reservation growth was 29%, as compared to 25% in 2015, 28% in 2014, 37% in 2013 and 40% in 2012.

Our international business represents the substantial majority of our financial results, and we expect our operating results and other financial metrics to continue to be largely driven by international performance. The size of the travel market outside of the United States is substantially greater than that within the United States. Historically, internet use and e-commerce activity of international consumers have trailed that of consumers in the United States. However, international consumers are increasingly moving to online means for purchasing travel. Accordingly, recent international online travel growth rates have substantially exceeded, and are expected to continue to exceed, the growth rates within the United States. We expect that over the long term, international online travel growth rates will follow a similar trend to that experienced in the United States. In addition, the base of hotel properties in Europe and Asia is particularly fragmented compared to that in the United States, where the hotel market is dominated by large hotel chains. We believe online reservation systems like ours may be more appealing to small chains and independent hotels more commonly found outside of the United States. We believe these trends and factors have enabled us to become the leading online accommodation reservation service provider in the world as measured by room nights booked. We believe that the opportunity to continue to grow our business exists for the markets in which we operate.

Our growth has primarily been generated by our worldwide accommodation reservation service brand, Booking.com, which is our most significant brand, and has been due, in part, to the availability of a large and growing number of directly bookable properties through Booking.com. Booking.com included over 1,191,000 properties on its website as of March 31, 2017 , which included over 613,000 vacation rental properties (updated property counts are available on the Booking.com website), and compares to over 887,000 properties (including over 409,000 vacation rental properties) as of March 31, 2016 .

We intend to continue to invest in adding accommodations available for reservation on our websites, including hotels, bed and breakfasts, hostels and vacation rentals. Vacation rentals generally consist of, among others, properties categorized as single-unit and multi-unit villas, homes, apartments, "aparthotels" (which are apartments with a front desk and cleaning service) and chalets and are generally self-catered (i.e., include a kitchen), directly bookable properties. Many of the newer accommodations we add to our travel reservation services, especially in highly penetrated markets, may have fewer rooms or higher credit risk and may appeal to a smaller subset of consumers (e.g., hostels and bed and breakfasts). Because a vacation rental is typically either a single home or unit or a small collection of independent units, vacation rental accommodations represent more limited booking opportunities than non-vacation rental properties, which generally have more units to rent per property. Our vacation rental accommodations in general may be subject to increased seasonality due to local tourism seasons, weather or other factors. Our vacation rental accommodation business may also experience lower profit margins due to certain additional costs related to offering these accommodations on our websites. As we increase our vacation rental accommodation business, these different characteristics could negatively impact our profit margins; and, to the extent these properties represent an increasing percentage of the properties added to our websites, we expect that our gross bookings growth rate and property growth rate will continue to diverge over time (since each such property has fewer booking opportunities). As a result of the foregoing, as the percentage of vacation rental properties increases, we expect that the number of reservations per property will likely continue to decrease. We believe that continuing to expand the number and variety of accommodations available through our services, in particular Booking.com, will help us to continue to grow our accommodation reservation business.

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As part of our strategy to increase the number and variety of accommodations available on Booking.com, Booking.com is increasingly processing transactions on a merchant basis where it facilitates payments on behalf of customers. This allows Booking.com to process transactions for properties that do not accept credit cards and to increase its ability to offer flexible transaction terms to consumers, such as the form and timing of payment. Although we will incur additional payment processing costs and chargebacks related to these transactions, which are recorded as sales and marketing expenses in our statement of operations and which will negatively impact our operating margins, we believe that adding these types of properties and service offerings will benefit our customers and our gross bookings, room night and earnings growth rates.

Concerns persist about the outlook for the global economy in general, including uncertainty in the European Union and China. Perceived or actual adverse economic conditions, including slow, slowing or negative economic growth, unemployment rates and weakening currencies and concerns over government responses such as higher taxes and reduced government spending, could impair consumer spending and adversely affect travel demand. Further, uncertainty regarding the future of the European Union following the United Kingdom’s vote to leave ("Brexit"), as well as concerns regarding certain E.U. members with sovereign debt default risks could also negatively affect consumer spending and adversely affect travel demand. At times, we have experienced volatility in transaction growth rates, increased cancellation rates and weaker trends in hotel average daily rates ("ADRs") across many regions of the world, particularly in those countries that appear to be most affected by economic uncertainties, which we believe are due at least in part to macro-economic conditions and concerns. For more detail, see Part II Item 1A Risk Factors - " Declines or disruptions in the travel industry could adversely affect our business and financial performance."

These and other macro-economic uncertainties, such as sovereign default risk becoming more widespread, oil price volatility, geopolitical tensions and differing central bank monetary policies, have led to significant volatility in the exchange rates between the U.S. Dollar and the Euro, the British Pound Sterling and other currencies. Significant fluctuations in currency exchange rates, stock markets and oil prices can also impact consumer travel behavior.
As noted earlier, our international business represents a substantial majority of our financial results. Therefore, because we report our results in U.S. Dollars, we face exposure to adverse movements in currency exchange rates as the financial results of our international businesses are translated from local currency (principally Euros and British Pounds Sterling) into U.S. Dollars. Throughout 2015, the U.S. Dollar strengthened significantly year-over-year relative to substantially all currencies in which we transact, most notably the Euro, Brazilian Real, British Pound Sterling, Russian Ruble and Australian Dollar. In 2016, the U.S. Dollar continued to be stronger year-over-year relative to the British Pound Sterling, Russian Ruble and many other major currencies in which we transact. Since the "Brexit" referendum in the United Kingdom in June 2016, the U.S. Dollar has strengthened significantly against the British Pound Sterling. As a result of these currency exchange rate changes, our foreign currency denominated net assets, gross bookings, gross profit, operating expenses and net income have been negatively impacted as expressed in U.S. Dollars in 2016 and for the three months ended March 31, 2017, although to a much lesser extent than in 2015. For example, gross profit from our international operations grew 17.2% for the three months ended March 31, 2017 compared to the three months ended March 31, 2016 , but, without the negative impact of changes in currency exchange rates, grew year-over-year on a constant-currency basis by approximately 19% . Since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins are not significantly impacted by currency fluctuations. The aggregate principal value of our Euro-denominated long-term debt, and accrued interest thereon, provide a natural hedge against the impact of currency exchange rate fluctuations on the net assets of certain of our Euro functional currency subsidiaries (see Note 7 to the Unaudited Consolidated Financial Statements). For more information, see Part II Item 1A Risk Factors - " We are exposed to fluctuations in currency exchange rates."
We generally enter into derivative instruments to minimize the impact of short-term currency fluctuations on the translation of our consolidated operating results into U.S. Dollars. However, such derivative instruments are short-term in nature and not designed to hedge against currency fluctuations that could impact growth rates for our gross bookings, revenues or gross profit (see Note 5 to the Unaudited Consolidated Financial Statements for additional information on our derivative contracts).
We compete globally with both online and traditional providers of travel and restaurant reservation and related services. The markets for the services we offer are intensely competitive and current and new competitors can launch new services at a relatively low cost. Some of our current and potential competitors, such as Google, Apple, Alibaba, Tencent, Amazon and Facebook, have access to significantly greater and more diversified resources than we do, and they may be able to leverage other aspects of their businesses (e.g., search or mobile device businesses) to enable them to compete more effectively with us. For example, Google has entered various aspects of the online travel market, including by establishing a flight meta-search product ("Google Flights") and a hotel meta-search business ("Hotel Ads") that are growing rapidly, as well as its "Book on Google" reservation functionality. Our markets are also subject to rapidly changing conditions, including technological

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developments, consumer behavior changes, regulatory changes and travel service provider consolidation. We expect these trends to continue. For example, we have experienced a significant shift of both direct and indirect business to mobile platforms and our advertising partners are also seeing a rapid shift of traffic to mobile platforms. Advertising and distribution opportunities may be more limited on mobile devices given their smaller screen sizes. In addition, the gross profit earned on a mobile transaction may be less than a typical desktop transaction due to different consumer purchasing patterns. For example, accommodation reservations made on a mobile device typically are for shorter lengths of stay and are not made as far in advance. For more detail regarding the competitive trends and risks we face, see Part I Item 1 Business - "Competition," Part II Item 1A Risk Factors - " Intense competition could reduce our market share and harm our financial performance. " and " Consumer adoption and use of mobile devices creates new challenges and may enable device companies such as Apple to compete directly with us. " and " We may not be able to keep up with rapid technological changes."
We have observed an increase in promotional pricing to closed user groups (such as loyalty program participants or consumers with registered accounts), including through mobile apps. For example, Marriott International, Hilton, Hyatt Hotels, InterContinental Hotel Group and Choice Hotels International have launched additional initiatives to encourage consumers to book accommodations directly through their websites, such as increased discounting and incentives.

In addition to providing retail travel reservation services, our priceline.com brand is a leading provider of discounted opaque travel reservation services in the United States through its Express Deals ® and Name Your Own Price ® offerings. These discounted services are referred to as "opaque" because certain elements of the reservation, including the name of the travel service provider, are not made known to the traveler until after the reservation is made. In general, we expect that over time our opaque services will continue to decrease in relative importance to our overall business due, we believe, to a variety of factors, including the growth rates of our retail businesses, competition, relative complexity, travel restrictions often required by the travel service provider, difficulty in offering these services on mobile devices, increased discounts available to consumers through closed user groups, and limited availability of discounted travel reservations from travel service providers, particularly during periods of high consumer demand.

We have established widely used and recognized e-commerce brands through marketing and promotional campaigns. Both our performance and brand advertising expenses have increased significantly in recent years, a trend we expect to continue. For the three months ended March 31, 2017 and 2016 , our total performance advertising expense was approximately $981 million and $780 million , respectively, primarily related to the use of online search engines (primarily Google), meta-search and travel research services and affiliate marketing to generate traffic to our websites. We also invested approximately $73 million and $70 million in brand advertising for the three months ended March 31, 2017 and 2016 , respectively, primarily related to costs associated with producing and airing television advertising, online video advertising (for example, on YouTube and Facebook) and online display advertising. We intend to continue a strategy of promoting brand awareness through both online and offline advertising efforts, including by expanding brand campaigns into additional markets. We have observed increased brand advertising by OTCs, meta-search services and travel service providers, particularly in North America and Europe, which may make our brand advertising efforts more expensive and less effective.

Performance advertising efficiency, expressed as performance advertising expense as a percentage of gross profit, is impacted by a number of factors that are subject to variability and that are, in some cases, outside of our control, including ADRs, costs per click, cancellation rates, foreign exchange rates, our ability to convert paid traffic to booking customers and the extent to which consumers come directly to our websites or mobile apps for bookings. For example, competition for desired rankings in search results and/or a decline in ad clicks by consumers could increase our costs per click and reduce our performance advertising efficiency. We have also experienced increasing cancellation rates, which we expect to continue and which negatively affects our advertising efficiency and results of operations. Changes by Google in how it presents travel search results, including by placing its own offerings at or near the top of search results, or the manner in which it conducts the auction for placement among search results may be competitively disadvantageous to us and may impact our ability to efficiently generate traffic to our websites. We have observed a long-term trend of decreasing performance advertising returns on investment ("ROIs"), a trend we expect to continue, though the rate of decrease may fluctuate and there may be periods of stable or increasing ROIs from time to time. See Part II Item 1A Risk Factors - " We rely on performance and brand advertising channels to generate a significant amount of traffic to our websites and grow our business. " and " Our business could be negatively affected by changes in internet search engine algorithms and dynamics or traffic-generating arrangements. "

The national competition authorities ("NCAs") of many governments have conducted or are conducting investigations into competitive practices within the online travel industry, and we may be involved or affected by such investigations and their results. Some countries have adopted or proposed legislation that could also affect business practices within the online travel industry. For example, in August 2015, France adopted legislation known as the "Macron Law" making price parity agreements illegal, including those that had been approved by the French NCA, and similar legislation may be enacted in other countries. For more information on these investigations and their potential effects on our business, see Note 11 to our Unaudited

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Consolidated Financial Statements and Part II Item 1A Risk Factors - " As the size of our business grows, we may become increasingly subject to the scrutiny of anti-trust and competition regulators. " In addition to the price parity investigations, from time to time NCAs, other governmental agencies, trade associations and private parties take legal actions, including commencing legal proceedings, that may affect our operations.  For example, in March 2017, in connection with a lawsuit begun in 2015 by the Association of Turkish Travel Agencies claiming that Booking.com is required to meet certain registration requirements in Turkey, a Turkish court unexpectedly ordered Booking.com to suspend offering Turkish hotels and accommodations to Turkish residents.  Although Booking.com is appealing the order and believes it to be without basis, this order has had, and is likely to continue to have, a negative impact on our growth and results of operations.

Seasonality

A meaningful amount of our gross bookings are generated early in the year, as customers plan and reserve their spring and summer vacations in Europe and North America. However, we generally do not recognize revenue from these bookings until the travel occurs, which can be in a quarter other than when the reservation is booked. In contrast, we expense the substantial majority of our advertising activities as the expense is incurred, which, in the case of performance advertising in particular, is typically in the quarter in which associated reservations are booked. As a result of this potential timing difference between when we record advertising expense and when we recognize associated revenue, we have historically experienced our highest levels of profitability in the second and third quarters of the year, which is when we experience the highest levels of accommodation checkouts for the year for our European and North American businesses. The first quarter of the year is typically our lowest level of profitability and may experience additional volatility in earnings growth rates due to these seasonal timing factors. For our Asia-Pacific business, we experience the highest levels of accommodation bookings in the third and fourth quarters of the year, and the highest levels of travel consumption in the fourth quarter. As the relative growth rates for these businesses fluctuate, the quarterly distribution of our operating results may vary.

We have experienced and expect to continue to experience an expansion of the booking window (the average time between the making of a travel reservation and the travel), which impacts the relationship between our gross bookings (recognized at the time of booking) and our revenue and gross profit (recognized at the time of checkout). If this trend continues, it may cause additional differences between our gross bookings growth rates and gross profit growth rates.

In addition, the date on which certain holidays fall can have an impact on our quarterly results. For example, in 2017, our first quarter year-over-year growth rates in revenue, gross profit, operating income and operating margins were adversely impacted by Easter falling in the second quarter instead of the first quarter, as it did in 2016. Conversely, our second quarter 2017 year-over-year growth rates in revenue, gross profit, operating income and operating margins will be positively impacted by Easter falling in the second quarter instead of the first quarter, as it did in 2016. The timing of other holidays such as Chinese New Year, Carnival and Ramadan can also impact our quarterly year-over-year growth rates.

The impact of seasonality can be exaggerated in the short term by the gross bookings growth rate of the business. For example, in periods where our gross bookings growth rate substantially decelerates, our operating margins typically benefit from relatively less variable advertising expense. In addition, gross profit growth is typically less impacted by decelerating gross bookings growth in the near term due to the benefit of revenue related to reservations booked in previous quarters. Conversely, in periods where our gross bookings growth rate accelerates, our operating margins are typically negatively impacted by relatively more variable advertising expense. In addition, gross profit growth is typically less impacted by accelerating gross bookings growth in the near term as a portion of the revenue recognized from such gross bookings will occur in future quarters.

Other Factors