DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 20, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Booking Holdings Inc. | ||
Entity Central Index Key | 1,075,531 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 48,288,592 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 91.5 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,541,604 | $ 2,081,075 |
Short-term investments | 4,859,873 | 2,218,880 |
Accounts receivable, net of allowance for doubtful accounts of $39,282 and $25,565, respectively | 1,217,801 | 860,115 |
Prepaid expenses and other current assets | 415,527 | 241,449 |
Total current assets | 9,034,805 | 5,401,519 |
Property and equipment, net | 480,081 | 347,017 |
Intangible assets, net | 2,176,823 | 1,993,885 |
Goodwill | 2,737,671 | 2,396,906 |
Long-term investments | 10,421,600 | 9,591,067 |
Other assets | 600,283 | 108,579 |
Total assets | 25,451,263 | 19,838,973 |
Current liabilities: | ||
Accounts payable | 667,523 | 419,108 |
Accrued expenses and other current liabilities | 1,138,980 | 857,467 |
Deferred merchant bookings | 980,455 | 614,361 |
Convertible debt | 710,910 | 967,734 |
Total current liabilities | 3,497,868 | 2,858,670 |
Deferred income taxes | 481,139 | 822,334 |
Long-term U.S. transition tax liability | 1,250,846 | 0 |
Other long-term liabilities | 148,061 | 138,767 |
Long-term debt | 8,809,788 | 6,170,522 |
Total liabilities | 14,187,702 | 9,990,293 |
Commitments and Contingencies (See Note 14) | ||
Convertible debt | 2,963 | 28,538 |
Stockholders' equity: | ||
Common stock, $0.008 par value, authorized 1,000,000,000 shares, 62,689,097 and 62,379,247 shares issued, respectively | 487 | 485 |
Treasury stock, 14,216,819 and 13,190,929 shares, respectively | (8,698,829) | (6,855,164) |
Additional paid-in capital | 5,783,089 | 5,482,653 |
Retained earnings | 13,938,869 | 11,326,852 |
Accumulated other comprehensive income (loss) | 236,982 | (134,684) |
Total stockholders' equity | 11,260,598 | 9,820,142 |
Total liabilities and stockholders' equity | $ 25,451,263 | $ 19,838,973 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 39,282 | $ 25,565 |
Common stock, par value (in dollars per share) | $ 0.008 | $ 0.008 |
Common stock, authorized shares (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 62,689,097 | 62,379,247 |
Treasury stock, shares (in shares) | 14,216,819 | 13,190,929 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Agency revenues | $ 9,714,126 | $ 7,982,116 | $ 6,527,898 |
Merchant revenues | 2,133,017 | 2,048,005 | 2,082,973 |
Advertising and other revenues | 833,939 | 712,885 | 613,116 |
Total revenues | 12,681,082 | 10,743,006 | 9,223,987 |
Cost of revenues | 250,537 | 428,314 | 632,180 |
Gross profit | 12,430,545 | 10,314,692 | 8,591,807 |
Operating expenses: | |||
Performance advertising | 4,141,771 | 3,479,287 | 2,738,218 |
Brand advertising | 391,584 | 295,698 | 273,704 |
Sales and marketing | 561,958 | 435,225 | 353,221 |
Personnel, including stock-based compensation of $260,910, $249,574 and $247,395, respectively | 1,659,581 | 1,350,032 | 1,166,226 |
General and administrative | 585,541 | 455,909 | 415,420 |
Information technology | 189,344 | 142,393 | 113,617 |
Depreciation and amortization | 362,774 | 309,135 | 272,494 |
Impairment of goodwill | 0 | 940,700 | 0 |
Total operating expenses | 7,892,553 | 7,408,379 | 5,332,900 |
Operating income | 4,537,992 | 2,906,313 | 3,258,907 |
Other income (expense): | |||
Interest income | 157,194 | 94,946 | 55,729 |
Interest expense | (253,976) | (207,900) | (160,229) |
Foreign currency transactions and other | (35,291) | (16,913) | (26,087) |
Impairment of cost-method investments | (7,597) | (63,208) | 0 |
Total other expense | (139,670) | (193,075) | (130,587) |
Earnings before income taxes | 4,398,322 | 2,713,238 | 3,128,320 |
Income tax expense | 2,057,557 | 578,251 | 576,960 |
Net income | $ 2,340,765 | $ 2,134,987 | $ 2,551,360 |
Net income applicable to common stockholders per basic common share | $ 47.78 | $ 43.14 | $ 50.09 |
Weighted-average number of basic common shares outstanding | 48,994 | 49,491 | 50,940 |
Net income applicable to common stockholders per diluted common share | $ 46.86 | $ 42.65 | $ 49.45 |
Weighted-average number of diluted common shares outstanding | 49,954 | 50,063 | 51,593 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Stock-based compensation | $ 260,910 | $ 249,574 | $ 247,395 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Other comprehensive income (loss), net of tax | ||||
Net income | $ 2,340,765 | $ 2,134,987 | $ 2,551,360 | |
Foreign currency translation adjustments | [1] | 295,547 | (93,984) | (114,505) |
Net unrealized gain (loss) on marketable securities | [2] | 76,119 | (285,552) | 619,259 |
Comprehensive income | 2,712,431 | 1,755,451 | 3,056,114 | |
Tax (benefit) associated with gain (loss) on net investment hedges | (174,584) | 34,268 | 60,418 | |
Tax (benefit) associated with gain (loss) on marketable securities | 81,166 | 15,313 | 1,551 | |
Domestic Tax Authority | ||||
Other comprehensive income (loss), net of tax | ||||
Tax (benefit) associated with gain (loss) on marketable securities | 63,353 | |||
Ctrip.com International, Ltd. | The Netherlands | ||||
Other comprehensive income (loss), net of tax | ||||
Net unrealized gain (loss) on marketable securities which are non-taxable in the Netherlands | $ 86,019 | $ (332,756) | $ 615,848 | |
[1] | Foreign currency translation adjustments result from currency fluctuations on the translation of the Company's international non-U.S. Dollar denominated net assets, net of the impact of net investment hedges. Foreign currency translation adjustments were favorable for the year ended December 31, 2017 compared to the year ended December 31, 2016 because the U.S. Dollar weakened against certain currencies in which the Company's net assets are denominated. Foreign currency translation adjustments also include a tax benefit of $174,584 for the year ended December 31, 2017 and tax charges of $34,268 and $60,418 for the years ended December 31, 2016 and 2015, respectively, associated with the Company's Euro-denominated debt, which is designated as a net investment hedge against the impact of currency fluctuations of the Company's Euro-denominated net assets (see Note 12). Prior to the U.S. Tax Cuts and Jobs Act (the "Tax Act"), the remaining balance in foreign currency translation adjustments excluded U.S. federal and state income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States. In accordance with the Tax Act, generally future repatriation of the Company's international cash will not be subject to a U.S. federal income tax liability as a dividend, but will be subject to U.S. state income taxes and international withholding taxes. | |||
[2] | Net of tax charges of $81,166, $15,313 and $1,551 for the years ended December 31, 2017, 2016 and 2015, respectively. For the year ended December 31, 2017, the Company recorded a U.S. deferred tax liability of $63,353 related to net cumulative unrealized gains associated with certain international investments, which will be subject to U.S. federal and state income taxes if the gains are realized. Net unrealized gain (loss) on marketable securities includes net unrealized gains of $86,019 for the year ended December 31, 2017, net unrealized losses of $332,756 for the year ended December 31, 2016, and net unrealized gains of $615,848 for the year ended December 31, 2015, related to the Company's investments in Ctrip.com International Ltd. ("Ctrip"), which are exempt from tax in the Netherlands. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | |
Balance at Dec. 31, 2014 | $ 8,566,694 | $ 480 | $ (2,737,585) | $ 4,923,196 | $ 6,640,505 | $ (259,902) | |
Balance (in shares) at Dec. 31, 2014 | 61,821,000 | (9,888,000) | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 2,551,360 | 2,551,360 | |||||
Foreign currency translation adjustments | (114,505) | [1] | (114,505) | ||||
Net unrealized gain (loss) on marketable securities | 619,259 | [2] | 619,259 | ||||
Reclassification adjustment for convertible debt | 329 | 329 | |||||
Exercise of stock options and vesting of restricted stock units and performance share units | 20,851 | $ 2 | 20,849 | ||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 219,000 | ||||||
Repurchase of common stock | $ (3,089,055) | $ (3,089,055) | |||||
Repurchase of common stock (in shares) | (2,539,921) | (2,540,000) | |||||
Stock-based compensation and other stock-based payments | $ 249,133 | 249,133 | |||||
Adjustments to Additional Paid in Capital Senior Convertible Notes Converted | (110,105) | (110,105) | |||||
Excess tax benefits on stock-based awards and other equity deductions | 101,508 | 101,508 | |||||
Balance at Dec. 31, 2015 | 8,795,469 | $ 482 | $ (5,826,640) | 5,184,910 | 9,191,865 | 244,852 | |
Balance (in shares) at Dec. 31, 2015 | 62,040,000 | (12,428,000) | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 2,134,987 | 2,134,987 | |||||
Foreign currency translation adjustments | (93,984) | [1] | (93,984) | ||||
Net unrealized gain (loss) on marketable securities | (285,552) | [2] | (285,552) | ||||
Reclassification adjustment for convertible debt | (28,538) | (28,538) | |||||
Exercise of stock options and vesting of restricted stock units and performance share units | 15,572 | $ 3 | 15,569 | ||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 339,000 | ||||||
Repurchase of common stock | $ (1,028,524) | $ (1,028,524) | |||||
Repurchase of common stock (in shares) | (762,984) | (763,000) | |||||
Stock-based compensation and other stock-based payments | $ 249,726 | 249,726 | |||||
Excess tax benefits on stock-based awards and other equity deductions | 60,986 | 60,986 | |||||
Balance at Dec. 31, 2016 | 9,820,142 | $ 485 | $ (6,855,164) | 5,482,653 | 11,326,852 | (134,684) | |
Balance (in shares) at Dec. 31, 2016 | 62,379,000 | (13,191,000) | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 2,340,765 | 2,340,765 | |||||
Foreign currency translation adjustments | 295,547 | [1] | 295,547 | ||||
Net unrealized gain (loss) on marketable securities | 76,119 | [2] | 76,119 | ||||
Reclassification adjustment for convertible debt | 25,575 | 25,575 | |||||
Exercise of stock options and vesting of restricted stock units and performance share units | 5,140 | $ 1 | 5,139 | ||||
Exercise of stock options and vesting of restricted stock units and performance share units (in shares) | 160,000 | ||||||
Repurchase of common stock | $ (1,843,665) | $ (1,843,665) | |||||
Repurchase of common stock (in shares) | (1,025,890) | (1,026,000) | |||||
Stock-based compensation and other stock-based payments | $ 261,274 | 261,274 | |||||
Adjustments to Additional Paid in Capital Senior Convertible Notes Converted | (539) | (540) | |||||
Conversion of debt (in shares) | 150,000 | ||||||
Conversion of debt | $ 1 | ||||||
Balance at Dec. 31, 2017 | 11,260,598 | $ 487 | $ (8,698,829) | 5,783,089 | 13,938,869 | $ 236,982 | |
Balance (in shares) at Dec. 31, 2017 | 62,689,000 | (14,217,000) | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Cumulative effect of adoption of accounting standard updates | $ 280,240 | $ 8,988 | $ 271,252 | ||||
[1] | Foreign currency translation adjustments result from currency fluctuations on the translation of the Company's international non-U.S. Dollar denominated net assets, net of the impact of net investment hedges. Foreign currency translation adjustments were favorable for the year ended December 31, 2017 compared to the year ended December 31, 2016 because the U.S. Dollar weakened against certain currencies in which the Company's net assets are denominated. Foreign currency translation adjustments also include a tax benefit of $174,584 for the year ended December 31, 2017 and tax charges of $34,268 and $60,418 for the years ended December 31, 2016 and 2015, respectively, associated with the Company's Euro-denominated debt, which is designated as a net investment hedge against the impact of currency fluctuations of the Company's Euro-denominated net assets (see Note 12). Prior to the U.S. Tax Cuts and Jobs Act (the "Tax Act"), the remaining balance in foreign currency translation adjustments excluded U.S. federal and state income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States. In accordance with the Tax Act, generally future repatriation of the Company's international cash will not be subject to a U.S. federal income tax liability as a dividend, but will be subject to U.S. state income taxes and international withholding taxes. | ||||||
[2] | Net of tax charges of $81,166, $15,313 and $1,551 for the years ended December 31, 2017, 2016 and 2015, respectively. For the year ended December 31, 2017, the Company recorded a U.S. deferred tax liability of $63,353 related to net cumulative unrealized gains associated with certain international investments, which will be subject to U.S. federal and state income taxes if the gains are realized. Net unrealized gain (loss) on marketable securities includes net unrealized gains of $86,019 for the year ended December 31, 2017, net unrealized losses of $332,756 for the year ended December 31, 2016, and net unrealized gains of $615,848 for the year ended December 31, 2015, related to the Company's investments in Ctrip.com International Ltd. ("Ctrip"), which are exempt from tax in the Netherlands. |
CONSOLIDATED STATEMENTS OF CHA8
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Tax (benefit) associated with gain (loss) on marketable securities | $ 81,166 | $ 15,313 | $ 1,551 |
Tax (benefit) associated with gain (loss) on net investment hedges | $ (174,584) | $ 34,268 | $ 60,418 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Cash Flows [Abstract] | |||
Net income | $ 2,340,765 | $ 2,134,987 | $ 2,551,360 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 187,231 | 140,059 | 101,517 |
Amortization | 175,543 | 169,076 | 170,977 |
Provision for uncollectible accounts | 62,316 | 46,241 | 24,324 |
Deferred income tax benefit | (32,465) | (111,905) | (61,335) |
Stock-based compensation expense and other stock-based payments | 261,274 | 249,726 | 249,133 |
Amortization of debt issuance costs | 9,308 | 7,758 | 7,578 |
Amortization of debt discount | 69,734 | 68,974 | 66,687 |
Loss on early extinguishment of debt | 2,366 | 0 | 3 |
Impairment of goodwill | 0 | 940,700 | 0 |
Impairment of cost-method investments | 7,597 | 63,208 | 0 |
Excess tax benefits on stock-based awards and other equity deductions | 0 | 60,986 | 101,508 |
Changes in assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | (269,732) | (284,221) | (68,694) |
Prepaid expenses and other current assets | (124,269) | 5,495 | (81,611) |
Accounts payable, accrued expenses and other current liabilities | 687,446 | 514,404 | 165,985 |
Long-term U.S. transition tax liability | 1,250,846 | 0 | 0 |
Other | 34,076 | (21,757) | (23,909) |
Net cash provided by operating activities | 4,662,036 | 3,983,731 | 3,203,523 |
INVESTING ACTIVITIES: | |||
Purchase of investments | (6,491,156) | (6,741,202) | (8,669,690) |
Proceeds from sale of investments | 3,580,001 | 3,684,103 | 5,084,238 |
Additions to property and equipment | (287,805) | (219,889) | (173,915) |
Acquisitions and other investments, net of cash acquired | (1,003,075) | (7,813) | (140,338) |
Acquisition of land-use rights | 0 | (48,494) | 0 |
Proceeds from foreign currency contracts | 0 | 453,818 | |
Payments on foreign currency contracts | 0 | 0 | (448,640) |
Net cash used in investing activities | (4,202,035) | (3,333,295) | (3,894,527) |
FINANCING ACTIVITIES: | |||
Proceeds from revolving credit facility | 0 | 0 | 225,000 |
Payments related to revolving credit facility | 0 | 0 | (225,000) |
Proceeds from the issuance of long-term debt | 2,044,952 | 994,705 | 2,399,034 |
Payment of debt issuance costs - revolving credit facility | 0 | 0 | (4,005) |
Payments related to conversion of senior notes | (285,718) | 0 | (147,629) |
Payment of debt | (15,118) | 0 | 0 |
Payments for repurchase of common stock | (1,827,919) | (1,011,574) | (3,088,839) |
Payments of contingent consideration | 0 | 0 | (10,700) |
Proceeds from exercise of stock options | 5,140 | 15,572 | 20,851 |
Net cash used in financing activities | (78,663) | (1,297) | (831,288) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | 99,996 | (45,203) | (149,131) |
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | 481,334 | 603,936 | (1,671,423) |
Cash, cash equivalents and restricted cash and cash equivalents, beginning of period | 2,082,007 | 1,478,071 | 3,149,494 |
Cash, cash equivalents and restricted cash and cash equivalent, end of period | 2,563,341 | 2,082,007 | 1,478,071 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Cash paid during the period for income taxes | 702,421 | 636,550 | 534,105 |
Cash paid during the period for interest | 154,853 | 125,912 | 54,299 |
Non-cash investing activity for contingent consideration | 0 | 0 | 9,170 |
Non-cash financing activity | $ 1,000 | $ 0 | $ 0 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS DESCRIPTION | BUSINESS DESCRIPTION Booking Holdings Inc. ("Booking Holdings" or the "Company"), formerly known as The Priceline Group Inc., helps people experience the world by providing consumers, travel service providers and restaurants with leading travel and restaurant online reservation and related services. Through its online travel companies ("OTCs"), the Company connects consumers wishing to make travel reservations with providers of travel services around the world. The Company is the leader in the worldwide online accommodation reservation market based on room nights booked. The Company offers consumers a broad array of accommodation reservations (including hotels, motels, resorts, homes, apartments, bed and breakfasts, hostels and other properties) through its Booking.com, priceline.com and agoda.com brands. The Company's priceline.com brand also offers consumers reservations for rental cars, airline tickets, vacation packages and cruises. The Company offers rental car reservations worldwide through its Booking.com and Rentalcars.com brands. Through KAYAK, the Company offers 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, from hundreds of travel websites at once. The Company provides restaurants with reservation management and customer acquisition services and consumers with the ability to make restaurant reservations at participating restaurants through OpenTable, a leading provider of online restaurant reservations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation — The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including the Momondo Group (which is managed as part of the Company's KAYAK business) from its acquisition date of July 24, 2017. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States (" U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, stock-based compensation, the allowance for doubtful accounts, the valuation of goodwill, long-lived assets and intangibles, income taxes, and the accrual of obligations for loyalty programs. Reclassifications — Due to the adoption of the new accounting update related to stock-based compensation in the first quarter of 2017, certain amounts in the Consolidated Statement of Cash Flows for the years ended December 31, 2016 and 2015 have been reclassified to conform to the current year presentation. Fair Value of Financial Instruments — The Company's financial instruments, including cash, restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments. See Notes 4 , 5 and 10 for information on fair value for investments, derivatives, and the Company's outstanding Senior Notes. Cash and Cash Equivalents — Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date. Restricted Cash and Cash Equivalents — Restricted cash and cash equivalents are restricted through legal contracts, regulations or by the Company's intention to use the cash for a specific purpose. Restricted cash and cash equivalents at December 31, 2017 principally relates to the minimum cash requirement for Rentalcars.com's regulated insurance business established in the fourth quarter of 2017. Restricted cash at December 31, 2016 and 2015 collateralizes office leases. The following table reconciles cash, cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in thousands): December 31, 2017 2016 2015 As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 2,541,604 $ 2,081,075 $ 1,477,265 Restricted cash and cash equivalents included in prepaid expenses and other current assets 21,737 932 806 Total cash, cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows $ 2,563,341 $ 2,082,007 $ 1,478,071 Investments — The Company has classified its investments in debt securities and equity securities with readily determinable fair value as available-for-sale securities. These securities are recognized based on trade date and carried at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of " Accumulated other comprehensive income (loss) " within stockholders' equity (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). The fair value of the investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Investments in debt securities are considered to be impaired when a decline in fair value is judged to be other than temporary because the Company either intends to sell or it is more-likely-than not that it will have to sell the impaired security before recovery. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If the Company does not intend to sell the debt security, but it is probable that the Company will not collect all amounts due, then only the impairment due to the credit risk would be recognized in earnings and the remaining amount of the impairment would be recognized in " Accumulated other comprehensive income (loss) " within stockholders' equity. Marketable debt securities are classified as short-term or long-term investments in the Company's Consolidated Balance Sheets based on the maturity date of the debt security. See Notes 4 and 5 for further detail of investments. Equity investments without readily determinable fair values in companies over which the Company does not have the ability to exercise significant influence are accounted for using the cost method of accounting and classified within "Other assets" in the Consolidated Balance Sheets. Under the cost method, investments are carried at cost and are adjusted to fair value only for other-than-temporary declines in fair value (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease related to leasehold improvements, whichever is shorter. Building Construction-in-progress — Building construction-in-progress is associated with the construction of an office building in the Netherlands and is included in “Property and equipment, net” in the Consolidated Balance Sheets at December 31, 2017 and 2016 . Depreciation of the building and its related components will commence once it is ready for the Company’s use. Website and Internal-use Software Capitalization — Certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to website and mobile app development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of two to five years beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Additions to capitalized costs during the years ended December 31, 2017 , 2016 and 2015 were $80.4 million , $54.2 million and $44.2 million , respectively. Land-use rights — Land-use rights represent prepayments for the long-term lease of land where the Company is constructing an office building in the Netherlands. The land-use rights are recorded as rent expense in "General and administrative" expense in the Consolidated Statements of Operations on a straight-line basis over the lease period. At December 31, 2017 and 2016 , the Company had approximately $50.5 million and $45.3 million , respectively, associated with land-use rights recorded in “Other assets” in the Consolidated Balance Sheets. See Note 14 for further details. Goodwill — The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition. Goodwill is not subject to amortization and is reviewed at least annually for impairment, or earlier if an event occurs or circumstances change and there is an indication of impairment. The Company tests goodwill at a reporting unit level. The fair value of the reporting unit is compared to its carrying value, including goodwill. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (EBITDA multiples of comparable publicly-traded companies and precedent transactions) and based on market participant assumptions. An impairment is recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. See Note 9 for further information. Impairment of Long-Lived Assets and Intangible Assets — The Company reviews long-lived tangible assets and amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related operations. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants. Agency Revenues Agency revenues are derived from travel-related transactions where the Company does not facilitate payments for the travel services provided. Agency revenues consist primarily of accommodation reservation commissions, as well as certain global distribution system ("GDS") reservation booking fees and certain travel insurance fees, and are reported at the net amounts received, without any associated cost of revenues. Such revenues are primarily recognized by the Company when the customer's travel is completed (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). Merchant Revenues Merchant revenues are derived from services where the Company facilitates payments for the travel services provided. Name Your Own Price ® travel reservation services are presented in the income statement on a gross basis so merchant revenue and cost of revenues include the reservation price to the customer and the cost charged by the service provider, respectively (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). For all other merchant transactions, the Company presents merchant revenue on a net basis in the income statement. Merchant revenue also includes ancillary fees, including damage excess waiver fees and certain travel insurance fees and certain GDS reservation booking fees, customer processing fees associated with merchant reservation services at priceline.com and agoda.com and are generally recognized by the Company when the customer completes his/her travel (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). Merchant Retail Services : Merchant revenues for the Company's merchant retail services are derived from transactions where customers book accommodation reservations or rental car reservations from travel service providers at disclosed rates which are subject to contractual arrangements. The Company charges the customer at the time of booking and any amounts owed to the travel service provider along with the Company's deferred revenue are included in deferred merchant bookings. Reservations are generally refundable upon cancellation, subject to cancellation penalties in certain cases. Merchant revenue and the cost charged by the travel service provider for priceline.com, agoda.com and Rentalcars.com are recognized when the customer completes the travel (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). Revenue for Booking.com's merchant transactions is comprised of accommodation reservation commissions which are recognized when the customer completes the travel. Merchant Opaque Services : The Company describes priceline.com's Name Your Own Price ® and Express Deals ® travel services as "opaque" because certain elements of the service, including the identity of the travel service provider, are not disclosed to the consumer prior to making a reservation. Name Your Own Price ® services connect consumers that are willing to accept a level of flexibility regarding their travel itinerary with travel service providers that are willing to accept a lower price in order to sell their excess capacity without disrupting their existing distribution channels or retail pricing structures. Name Your Own Price ® services use a pricing system that allows consumers to "bid" the price they are prepared to pay when submitting an offer for a particular travel service. The Company accesses databases in which participating travel service providers file secure discounted rates, not generally available to the public, to determine whether it can fulfill the consumer's offer. The Company selects the travel service provider and determines the price it will accept from the consumer. Express Deals ® allows consumers to select hotel, rental car and airline ticket reservations with the price and certain other information regarding amenities disclosed prior to making the reservation. The Company recognizes revenues and costs for these services when it confirms the customer's non-refundable offer (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). In circumstances where the Company makes certain customer concessions, the Company accrues for such estimated losses. Pursuant to the terms of the Company's retail and opaque merchant services, its travel service providers are permitted to bill the Company for the underlying cost of the service during a specified period of time. In the event that the Company is not billed by the travel provider within the specified time period, the Company reduces its cost by the unbilled amounts. Advertising and Other Revenues Advertising and other revenues are primarily earned by KAYAK and OpenTable and to a lesser extent by priceline.com for advertising placements on its website and Booking.com's BookingSuite branded accommodation marketing and business analytics services. KAYAK earns advertising revenue primarily by sending referrals to OTCs and travel service providers and from advertising placements on its websites and mobile apps. Revenue related to referrals is earned when a customer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is earned based upon when a customer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable earns reservation fees when diners are seated through its online restaurant reservation service and subscription fees for restaurant management services on a straight-line basis over the contractual period that the service is provided. Cost of Revenues Cost of revenues consists primarily of the cost paid to travel service providers for priceline.com's Name Your Own Price ® and vacation package reservation services, net of applicable taxes and charges, and fees paid to third parties by KAYAK and priceline.com to return travel itinerary information for consumer search queries. See "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018. Loyalty Programs The Company provides various loyalty programs. Participating customers earn loyalty awards on current transactions that can be redeemed for future qualifying transactions. As awards are earned, the Company estimates the amount of awards expected to be redeemed and records a reduction in revenue. At December 31, 2017 and 2016 , a liability of $104.7 million and $84.4 million , respectively, for these programs was included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. A substantial portion of the liability at December 31, 2017 and 2016 relates to OpenTable's dining points loyalty program. In the first quarter of 2018, OpenTable updated its loyalty program so that all outstanding and future dining points expire after three years, which may reduce the liability in the future. Tax Recovery Charge, Occupancy Taxes and State and Local Taxes The Company provides an online travel service to facilitate online travel purchases by consumers from travel service providers, including accommodation, rental car and airline ticket reservations, and sometimes as part of a vacation package reservation. For merchant transactions, the Company charges the consumer an amount intended to cover the taxes that the Company anticipates the travel service provider will owe and remit to the local taxing authorities ("tax recovery charge"). Tax rate information for calculating the tax recovery charge is provided to the Company by the travel service providers. In certain taxing jurisdictions, the Company is required by statute or court order to collect and remit certain taxes (local occupancy tax, general excise and/or sales tax) imposed upon its margin and/or service fee. The tax recovery charge and occupancy and other related taxes collected from customers and remitted to those jurisdictions are reported on a net basis in the Consolidated Statement of Operations. Except in those jurisdictions, the Company does not charge the customer or remit occupancy or other related taxes based on its margin or service fee (see Note 14). Performance Advertising — Advertising expenses classified as performance advertising are generally managed by the Company by monitoring return on investment. These expenses primarily consist of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) other performance-based advertisements. Performance advertising expense is recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued performance advertising liabilities of $284.1 million and $267.5 million at December 31, 2017 and 2016 , respectively. Brand Advertising — Advertising expenses classified as brand advertising are generally managed by the Company to a targeted spending level to drive brand awareness. This includes both online and offline activities such as online videos (for example, on YouTube and Facebook), television advertising, billboards and subway and bus advertisements. Brand advertising expense is generally recognized as incurred with the exception of advertising production costs, which are expensed the first time the advertisement is displayed or broadcast. Sales and Marketing — Sales and marketing expenses consist primarily of (1) credit card and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations and other services; (3) customer relations costs; (4) promotional costs; (5) provisions for bad debt, primarily related to agency accommodation commission receivables; and (6) provisions for customer chargebacks. Personnel — Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health benefits. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $288.1 million and $242.6 million at December 31, 2017 and 2016 , respectively. Stock-Based Compensation — Stock-based compensation is recognized in the financial statements based upon fair value. The fair value of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock as of the grant date or acquisition date. The Company records stock-based compensation expense for these performance-based awards based on its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets). The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results. The fair value of employee stock options assumed in acquisitions was determined using the Black Scholes model and the market value of the Company's common stock at the respective acquisition dates. Fair value is recognized as expense on a straight-line basis over the employee requisite service period, and, beginning January 1, 2017, forfeitures are accounted for when they occur. The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item in periods beginning on or after January 1, 2017 when an exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the statements of cash flows. See Note 3 for further information on stock-based awards. Information Technology — Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) data communications and other expenses associated with operating our services; (3) outsourced data center costs; and (4) payments to outside consultants. Income Taxes — The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as noncurrent in the balance sheet. The Company records deferred tax assets to the extent it believes these assets will more-likely-than-not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required. Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change. The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon review by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Secondly, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. See Note 13 for further details on income taxes. Segment Reporting — The Company determined that its brands constitute its operating segments. The Company's Booking.com brand represents a substantial majority of gross profit and net income. Based on similar economic characteristics and other similar operating factors, the Company has aggregated the operating segments into one reportable segment. For geographic information, see Note 16 . Foreign Currency Translation — The functional currency of the Company's foreign subsidiaries is generally their respective local currency. Assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at average monthly exchange rates applicable for the period. Translation gains and losses are included as a component of " Accumulated other comprehensive income (loss) " in the Company's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Foreign currency transactions and other" in the Company's Consolidated Statements of Operations. In March 2017, the Company issued Senior Notes due March 10, 2022 for an aggregate principal amount of 1.0 billion Euros. In November 2015, the Company issued Senior Notes due November 25, 2022 for an aggregate principal amount of 750 million Euros. In March 2015, the Company issued Senior Notes due March 3, 2027 for an aggregate principal amount of 1.0 billion Euros. In September 2014, the Company issued Senior Notes due September 23, 2024 for an aggregate principal amount of 1.0 billion Euros. The Company designated the carrying value, plus accrued interest, of these Euro-denominated Senior Notes as a hedge of the Company's net investment in Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities and the foreign currency translation gains or losses from translating the Euro-denominated net assets of these subsidiaries into U.S. Dollars are included as a component of " Accumulated other comprehensive income (loss) " in the Company's Consolidated Balance Sheets (see Notes 10 and 12 ). Derivative Financial Instruments — As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flow and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. The Company's primary foreign currency exposures are in Euros and British Pound Sterling, in which it conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in income. The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international businesses into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in income in the period in which the change occurs and are recognized in the Consolidated Statements of Operations in "Foreign currency transactions and other." Cash flows related to these contracts are classified within "Net cash provided by operating activities" on the cash flow statement. The Company, from time to time in the past, has utilized derivative instruments to hedge the impact of changes in currency exchange rates on the net assets of its foreign subsidiaries. These instruments are designated as net investment hedges. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The Company records gains and losses on these derivative instruments as currency translation adjustments, which offset a portion of the translation adjustments related to the foreign subsidiaries' net assets. Gains and losses are recognized in the Consolidated Balance Sheet in " Accumulated other comprehensive income (loss) " and will be realized upon a partial sale or liquidation of the investment. The Company formally documents all derivatives designated as hedging instruments for accounting purposes, both at hedge inception and on an on-going basis. These net investment hedges expose the Company to liquidity risk as the derivatives have an immediate cash flow impact upon maturity, which is not offset by the translation of the underlying hedged equity. The cash flows from these contracts are classified within " Net cash used in investing activities " in the Consolidated Statement of Cash Flows. The Company does not use derivative instruments for trading or speculative purposes. The Company recognizes all derivative instruments on the balance sheet at fair value and its derivative instruments are generally short-term in duration. The derivative instruments do not contain leverage features. The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure as well as assessing the creditworthiness of its counterparties. See Note 5 for further detail on derivatives. Recent Accounting Pronouncements Adopted Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the Financial Accounting Standards Board (“FASB”) issued a new accounting update which allows an entity to elect to reclassify “stranded” tax effects in accumulated other comprehensive income (loss) (“AOCI”) to retained earnings. Under current tax accounting guidance, the effect of a change in the income tax rate on deferred tax assets or liabilities is recorded in net income when the tax law is enacted. This guidance applies even in situations in which the tax effect was initially recognized directly in AOCI at the previous tax rate. This accounting results in “stranded” taxes in AOCI for the difference between the new and the historical tax rates. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption for public business entities is permitted if the financial statements have not yet been issued. This update can be applied either in the period of adoption or retrospectively. The Company early adopted this update in the fourth quarter of 2017, resulting in a reclassification, which reduced retained earnings and increased AOCI by $19.0 million . Targeted Improvements to Accounting for Hedging Activities In August 2017, the FASB issued a new accounting update to simplify hedge accounting. This update eliminates the requirement to separately measure and report hedge ineffectiveness and requires the entire change in the fair value of the hedging instrument to be recorded in the currency translation adjustment section of other comprehensive income (loss) for net investment hedges. This update allows entities to perform the initial quantitative assessment of hedging effectiveness prospectively after the hedge designation but no later than the end of the quarter in which the hedge is designated, rather than at hedge inception as currently required. In addition, this update allows entities to elect to perform subsequent effectiveness assessments qualitatively instead of quantitatively if they expect the hedge to be highly effective at inception and in subsequent periods. For public business entities, this update is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods. A modified retrospective approach will be applied to net investment hedges that exist on the date of adoption with a cumulati |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company's 1999 Omnibus Plan, as amended and restated effective March 2, 2017, (the "1999 Plan") is the primary stock compensation plan from which broad-based employee equity awards may be made. As of December 31, 2017 , there were 2,129,531 shares of common stock available for future grant under the 1999 Plan. In addition, under plans assumed in connection with various acquisitions, there were 81,304 shares of common stock available for future grant as of December 31, 2017 . Stock-based compensation issued under the plans generally consists of restricted stock units, performance share units and, to a far lesser extent and typically only in the context of assuming grants in connection with acquisitions, stock options. Restricted stock units and performance share units generally vest over periods from 1 to 3 years. Stock options granted to employees generally have a term of 10 years. The Company issues new shares of common stock upon the vesting of restricted stock units and performance share units and the exercise of stock options. See Note 2 for the Company's accounting policy on stock-based compensation. Stock-based compensation included in personnel expenses in the Consolidated Statements of Operations was approximately $260.9 million , $249.6 million and $247.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Stock-based compensation for the years ended December 31, 2017 , 2016 and 2015 includes charges amounting to $10.6 million , $20.7 million and $22.6 million , respectively, representing the impact of adjusting the estimated probable outcome at the end of the performance period for outstanding unvested performance share units. Included in stock-based compensation are approximately $2.5 million , $2.6 million , and $2.6 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively, for restricted stock units awarded to non-employee directors. The related tax benefit for stock-based compensation is $46.0 million , $45.3 million and $52.9 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Restricted Stock Units and Performance Share Units The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the years ended December 31, 2015 , 2016 and 2017 : Share-based Awards Shares Weighted-average Grant Date Fair Value Unvested at December 31, 2014 570,315 $ 912.26 Granted 198,141 $ 1,226.41 Vested (161,862 ) $ 757.66 Performance Shares Adjustment 64,328 $ 1,238.30 Forfeited/Canceled (33,665 ) $ 1,151.70 Unvested at December 31, 2015 637,257 $ 1,070.10 Granted 202,740 $ 1,314.93 Vested (298,753 ) $ 858.23 Performance Shares Adjustment 52,224 $ 1,294.84 Forfeited/Canceled (77,862 ) $ 1,278.06 Unvested at December 31, 2016 515,606 $ 1,287.88 Granted 174,507 $ 1,740.78 Vested (143,771 ) $ 1,316.26 Performance Shares Adjustment 19,357 $ 1,501.48 Forfeited/Canceled (41,003 ) $ 1,416.09 Unvested at December 31, 2017 524,696 $ 1,431.88 Share-based awards granted by the Company during the years ended December 31, 2017 , 2016 and 2015 had aggregate grant date fair values of approximately $303.8 million , $266.6 million and $243.0 million , respectively. Share-based awards that vested during the years ended December 31, 2017 , 2016 , and 2015 had grant date fair values of $189.2 million , $256.4 million and $122.6 million , respectively. As of December 31, 2017 , there was $349.7 million of total future compensation cost related to unvested share-based awards to be recognized over a weighted-average period of 1.8 years . During the year ended December 31, 2017 , the Company made broad-based grants of 100,614 restricted stock units that generally have a three -year vesting period, 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 $175.6 million based on a weighted-average grant date fair value per share of $1,744.95 . In addition, during the year ended December 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 generally ends December 31, 2019, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances. As of December 31, 2017 , the estimated number of probable shares to be issued is a total of 82,656 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 139,190 total shares could be issued. If the minimum performance thresholds are not met, 56,338 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, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances. At December 31, 2017 , there were 70,966 unvested 2016 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of December 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 114,085 shares. If the maximum performance thresholds are met at the end of the performance period, a maximum of 159,876 total shares could be issued pursuant to these performance share units. If the minimum performance thresholds are not met, 42,663 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 based upon completion of the performance period which ended December 31, 2017. At December 31, 2017 , there were 70,910 unvested 2015 performance share units outstanding, net of performance share units that were forfeited or vested since the grant date. As of December 31, 2017 , the total number of shares expected to be issued pursuant to these performance share units during 2018 is 123,930 shares. Stock Options All outstanding employee stock options were assumed in acquisitions. The following table summarizes the activity for stock options during the years ended December 31, 2015 , 2016 and 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, 2014 146,385 $ 380.05 $ 111,277 6.5 Assumed in acquisitions 1,422 $ 230.37 Exercised (52,697 ) $ 355.85 Forfeited (6,006 ) $ 511.87 Balance, December 31, 2015 89,104 $ 383.03 $ 79,474 5.4 Exercised (38,150 ) $ 404.40 Forfeited (1,971 ) $ 241.65 Balance, December 31, 2016 48,983 $ 372.07 $ 53,587 4.4 Exercised (17,359 ) $ 294.45 Forfeited (949 ) $ 837.09 Balance, December 31, 2017 30,675 $ 401.61 $ 40,986 3.9 Vested and exercisable as of December 31, 2017 30,504 $ 398.63 $ 40,848 3.9 Vested and exercisable as of December 31, 2017 and expected to vest thereafter 30,675 $ 401.61 $ 40,986 3.9 The aggregate intrinsic value of employee stock options exercised during the years ended December 31, 2017 , 2016 and 2015 was $26.0 million , $35.1 million and $46.3 million , respectively. During the years ended December 31, 2017 , 2016 and 2015 , stock options vested for 1,515 , 12,180 and 38,689 shares, respectively, with an acquisition-date fair value of $0.9 million , $7.6 million and $24.4 million , respectively. For the years ended December 31, 2017 , 2016 and 2015 , the Company recorded stock-based compensation expense related to employee stock options of $0.8 million , $6.8 million and $24.9 million , respectively. Employee stock options assumed during the year ended December 31, 2015 had a total acquisition-date fair value of $1.4 million based on a weighted-average acquisition date fair value of $1,015.81 per share. As of December 31, 2017 , there was $0.1 million of total future compensation costs related to unvested employee stock options to be recognized over a weighted-average period of 0.3 years . |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS Short-term and Long-term Investments in Available-for-sale Securities See Note 2 for the Company's accounting policy related to its investments in available-for-sale securities. The following table summarizes, by major security type, the Company's investments as of December 31, 2017 (in thousands): Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: International government securities $ 725,566 $ 246 $ (436 ) $ 725,376 U.S. government securities 996,112 5 (1,999 ) 994,118 Corporate debt securities 3,067,703 449 (4,837 ) 3,063,315 U.S. government agency securities 4,444 — (30 ) 4,414 Commercial paper 72,650 — — 72,650 Total short-term investments $ 4,866,475 $ 700 $ (7,302 ) $ 4,859,873 Long-term investments: International government securities $ 607,000 $ 1,588 $ (678 ) $ 607,910 U.S. government securities 844,910 2 (10,636 ) 834,276 Corporate debt securities 6,689,747 8,399 (41,722 ) 6,656,424 U.S. government agency securities 500 — (6 ) 494 Ctrip convertible debt securities 1,275,000 103,100 (9,600 ) 1,368,500 Ctrip equity securities 655,311 299,697 (1,012 ) 953,996 Total long-term investments $ 10,072,468 $ 412,786 $ (63,654 ) $ 10,421,600 The Company's investment policy seeks to preserve capital and maintain sufficient liquidity to meet operational and other needs of the business. As of December 31, 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 1.4 years with an average credit quality of A+/A1/A+. The Company invests in international government securities with high credit quality. As of December 31, 2017 , investments in international government securities principally included debt securities issued by the governments of the Netherlands, Belgium, France, Germany and Austria. 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 recognized net realized gains of $0.7 million , $1.1 million and $2.2 million related to investments for the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 , the Company does not consider any of its investments to be other-than-temporarily impaired. Investments in Ctrip Available-for-sale Securities 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 senior convertible note issued at par value, which included a put option allowing the Company, at its option, 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, at its option, to require prepayment in cash from Ctrip at the end of the third year of the note. The Company determined that the economic characteristics and risks of the put option are clearly and closely related to the note, and therefore were not embedded derivatives. The Company evaluated the conversion features for all Ctrip senior convertible notes and only the conversion feature associated with the September 2016 investment met the definition of an embedded derivative (see Note 5 ). The Company monitors the conversion features of these notes to determine whether they meet the definition of an embedded derivative during each reporting period. As of December 31, 2017 , the Company had also invested $655.3 million 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 plus any ADSs issuable upon the conversion of the December 2015 convertible notes. As of December 31, 2017 , the Company did not have significant influence over Ctrip. Cost-method Investments The Company held investments in equity securities of private companies, which are typically at an early stage of development, of approximately $450.9 million and $7.6 million as of December 31, 2017 and December 31, 2016 , respectively. In October 2017, the Company invested $450.0 million in preferred shares of Meituan-Dianping, a Chinese group-buying website. These investments are accounted for under the cost method and included in "Other assets" in the Company's Consolidated Balance Sheets. The Company evaluates its investments quarterly to determine if any indicators of other-than-temporary impairment exist. For the years ended December 31, 2017 and 2016 , the Company recognized an impairment of $7.6 million and $63.2 million , respectively, to write off its investments in certain private companies. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Financial assets and liabilities carried at fair value as of December 31, 2017 are classified in the categories described in the tables below (in thousands): Level 1 Level 2 Total ASSETS: Cash and restricted cash equivalents: Money market funds $ 1,895,272 $ — $ 1,895,272 U.S. government securities — 22,265 22,265 Corporate debt securities — 6,674 6,674 Commercial paper — 96,321 96,321 Time deposits 17,896 — 17,896 Short-term investments: International government securities — 725,376 725,376 U.S. government securities — 994,118 994,118 Corporate debt securities — 3,063,315 3,063,315 U.S. government agency securities — 4,414 4,414 Commercial paper — 72,650 72,650 Long-term investments: International government securities — 607,910 607,910 U.S. government securities — 834,276 834,276 Corporate debt securities — 6,656,424 6,656,424 U.S. government agency securities — 494 494 Ctrip convertible debt securities — 1,368,500 1,368,500 Ctrip equity securities 953,996 — 953,996 Derivatives: Currency exchange derivatives — 1,767 1,767 Total assets at fair value $ 2,867,164 $ 14,454,504 $ 17,321,668 Level 1 Level 2 Total LIABILITIES: Currency exchange derivatives $ — $ 127 $ 127 Financial assets and liabilities carried at fair value as of December 31, 2016 are classified in the categories described in the tables 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. As of December 31, 2017 and 2016 , the Company's cash consisted of bank deposits. Other financial assets and liabilities, including restricted cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings are carried at cost which approximates their fair value because of the short-term nature of these items. As of December 31, 2017 and 2016 , the Company held investments in equity securities of private companies of approximately $450.9 million and $7.6 million , respectively, 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 10 for the estimated fair value of the Company's outstanding Senior Notes and Note 18 for the Company's contingent liabilities associated with business acquisitions. In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations. The Company limits these risks by following established risk management policies and procedures, including the use of derivatives. See Note 2 for the Company's accounting policy on derivative financial instruments. Derivatives Not Designated as Hedging Instruments — The Company is exposed to adverse movements in currency exchange rates as the operating results of its international operations are translated from local currency into U.S. Dollars upon consolidation. The Company enters into average-rate derivative contracts to hedge translation risks from short-term foreign exchange rate fluctuations for the Euro, British Pound Sterling and certain other currencies versus the U.S. Dollar. As of December 31, 2017 and 2016 , there were no outstanding derivative contracts related to foreign currency translation risks. Derivatives associated with these translation risks resulted in foreign currency losses of $2.8 million for the year ended December 31, 2017 , foreign currency gains of $3.4 million for the year ended December 31, 2016 and foreign currency losses of $6.6 million for the year ended December 31, 2015 , which were recorded in "Foreign currency transactions and other" in the Consolidated Statements of Operations. The Company also enters into foreign currency forward contracts to hedge its exposure to the impact of movements in currency exchange rates on its transactional balances denominated in currencies other than the functional currency. Foreign currency derivatives outstanding as of December 31, 2017 associated with foreign currency transaction risks resulted in a net asset of $1.6 million , with an asset in the amount of $1.7 million recorded in "Prepaid expenses and other current assets" and a liability in the amount of $0.1 million recorded in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheet. Foreign currency derivatives outstanding as of December 31, 2016 associated with foreign currency transaction risks 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 Consolidated Balance Sheet. Derivatives associated with these transaction risks resulted in foreign currency gains of $45.4 million and foreign currency losses of $15.8 million and $15.3 million for the years ended December 31, 2017 , 2016 and 2015 , 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 $27.2 million , $13.9 million and $13.8 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. These net impacts are reported in "Foreign currency transactions and other" in the Consolidated Statements of Operations. The settlement of derivative contracts not designated as hedging instruments resulted in net cash inflows of $41.2 million and $4.5 million for the years ended December 31, 2017 and 2016 , respectively, compared to a net cash outflow of $33.9 million for the year ended December 31, 2015 , and are reported within "Net cash provided by operating activities" in the Consolidated Statements of Cash Flows. Derivatives Designated as Hedging Instruments — The Company had no foreign currency forward contracts designated as hedges of its net investment in a foreign subsidiary during the years ended December 31, 2017 and 2016 . A net cash inflow of $5.2 million for the year ended December 31, 2015 was reported within " Net cash used in investing activities " in the Consolidated Statement 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 December 31, 2017 and 2016 , the embedded derivative had an estimated fair value of $1.8 million and is reported in the Consolidated Balance Sheets with its host contract in "Long-term investments." The embedded derivative is bifurcated for measurement purposes only and the mark-to-market for the year ended December 31, 2016 was a loss of $1.1 million , which is included in "Foreign currency transactions and other" in the Company's Consolidated Statement of Operations. |
ACCOUNTS RECEIVABLE RESERVES
ACCOUNTS RECEIVABLE RESERVES | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE RESERVES | ACCOUNTS RECEIVABLE RESERVES The Company records a provision for uncollectible commissions and chargebacks related to disputed credit card payments. Changes in accounts receivable reserves consisted of the following (in thousands): For the Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 25,565 $ 15,014 $ 14,212 Provision charged to expense 62,316 46,241 24,324 Charge-offs and adjustments (51,652 ) (35,233 ) (22,682 ) Currency translation adjustments 3,053 (457 ) (840 ) Balance, end of year $ 39,282 $ 25,565 $ 15,014 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | 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. A reconciliation of the weighted-average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands): For the Year Ended December 31, 2017 2016 2015 Weighted-average number of basic common shares outstanding 48,994 49,491 50,940 Weighted-average dilutive stock options, restricted stock units and performance share units 295 238 395 Assumed conversion of Convertible Senior Notes 665 334 258 Weighted-average number of diluted common and common equivalent shares outstanding 49,954 50,063 51,593 Anti-dilutive potential common shares 1,864 2,443 2,563 Anti-dilutive potential common shares for the years ended December 31, 2017 , 2016 and 2015 include approximately 1.4 million shares, 2.0 million shares and 2.1 million shares, respectively, that could be issued under the Company's outstanding convertible notes. Under the treasury stock method, the convertible notes will generally have an anti-dilutive impact on net income per share if the conversion prices for the convertible notes exceed the Company's average stock price. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment at December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Estimated Computer equipment and software $ 769,622 $ 522,675 1 to 5 years Leasehold improvements 198,766 143,191 1 to 15 years Office equipment, furniture and fixtures 46,722 34,176 3 to 10 years Building construction-in-progress 8,388 5,945 Total 1,023,498 705,987 Less: accumulated depreciation (543,417 ) (358,970 ) Property and equipment, net $ 480,081 $ 347,017 Depreciation expense was approximately $187.2 million , $140.1 million and $101.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL The Company's intangible assets at December 31, 2017 and 2016 consisted of the following (in thousands): December 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 $ 1,056,660 $ (355,000 ) $ 701,660 $ 809,287 $ (270,813 ) $ 538,474 3 - 20 years 16 years Technology 137,288 (104,478 ) 32,810 112,141 (80,549 ) 31,592 1 - 5 years 5 years Patents 1,623 (1,623 ) — 1,623 (1,598 ) 25 15 years 15 years Internet domain names 42,265 (28,802 ) 13,463 39,495 (25,089 ) 14,406 5 - 20 years 8 years Trade names 1,779,076 (350,447 ) 1,428,629 1,667,221 (261,412 ) 1,405,809 4-20 years 19 years Non-compete agreements 21,900 (21,639 ) 261 21,900 (18,321 ) 3,579 3-4 years 3 years Total intangible assets $ 3,038,812 $ (861,989 ) $ 2,176,823 $ 2,651,667 $ (657,782 ) $ 1,993,885 Intangible assets are amortized on a straight-line basis. Amortization expense was approximately $175.5 million , $169.1 million and $171.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The annual estimated amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in thousands): 2018 $ 172,393 2019 160,864 2020 152,868 2021 146,695 2022 143,862 Thereafter 1,400,141 $ 2,176,823 A roll-forward of goodwill for the years ended December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Balance, beginning of year $ 2,396,906 $ 3,375,000 Acquisitions 294,200 — Impairment — (940,700 ) Currency translation adjustments 46,565 (37,394 ) Balance, end of year $ 2,737,671 $ 2,396,906 A substantial portion of the Company's intangibles and goodwill relates to the acquisition of OpenTable in July 2014 and KAYAK in May 2013. As of September 30, 2017 , the Company performed its annual quantitative goodwill impairment test. Other than OpenTable, the fair values of the Company’s reporting units substantially exceeded their respective carrying values. OpenTable The Company estimated OpenTable’s fair value using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (EBITDA multiples of comparable publicly-traded companies and precedent transactions). At September 30, 2017, OpenTable's fair value was approximately 18% higher than its fair value at September 30, 2016, which reflects performance that exceeded forecast. Despite this increase in fair value, OpenTable's fair value was approximately 6% lower than its carrying value at September 30, 2017 , thus failing Step 1 of the goodwill impairment test. Therefore, the Company received assistance from a third-party valuation firm to develop a hypothetical purchase price allocation (Step 2). The results of Step 2 indicated there was no goodwill impairment at September 30, 2017 because the implied fair value of OpenTable's goodwill exceeded its carrying value by approximately 24% . In addition, the Company tested the recoverability of OpenTable’s other long-lived assets and concluded there was no impairment as of September 30, 2017. Since the annual impairment test, there have been no events or changes in circumstances to indicate a potential impairment. For the year ended December 31, 2016 , the Company recognized a non-cash impairment charge for goodwill related to OpenTable of $940.7 million , which was not tax deductible. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Revolving Credit Facility In June 2015, the Company entered into a $2.0 billion five -year unsecured revolving credit facility with a group of lenders. Borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to either (i) the adjusted LIBOR for the interest period in effect for such borrowing plus an applicable margin ranging from 0.875% to 1.50% ; or (ii) the greatest of (a) Bank of America, N.A.'s prime lending rate, (b) the federal funds rate plus 0.50% , 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. The Company paid $4.0 million in debt issuance costs related to the revolving credit facility during the year ended December 31, 2015. At December 31, 2017 and 2016 , there were no borrowings outstanding and approximately $3.8 million of letters of credit issued under this facility. Upon entering into this new revolving credit facility, the Company terminated its $1.0 billion five -year revolving credit facility entered into in October 2011 and recognized interest expense of $1.0 million related to the write-off of the remaining unamortized debt issuance costs in 2015. Outstanding Debt Outstanding debt as of December 31, 2017 consisted of the following (in thousands): December 31, 2017 Outstanding Principal Amount Unamortized Debt Carrying Value Short-term debt: 1.0% Convertible Senior Notes due March 2018 $ 714,304 $ (3,394 ) $ 710,910 Long-term debt: 0.35% Convertible Senior Notes due June 2020 $ 1,000,000 $ (64,825 ) $ 935,175 0.9% Convertible Senior Notes due September 2021 1,000,000 (83,272 ) 916,728 0.8% (€1 Billion) Senior Notes due March 2022 1,200,800 (6,238 ) 1,194,562 2.15% (€750 Million) Senior Notes due November 2022 900,600 (4,683 ) 895,917 2.75% Senior Notes due March 2023 500,000 (3,203 ) 496,797 2.375% (€1 Billion) Senior Notes due September 2024 1,200,800 (12,240 ) 1,188,560 3.65% Senior Notes due March 2025 500,000 (3,290 ) 496,710 3.6% Senior Notes due June 2026 1,000,000 (6,840 ) 993,160 1.8% (€1 Billion) Senior Notes due March 2027 1,200,800 (5,136 ) 1,195,664 3.55% Senior Notes due March 2028 500,000 (3,485 ) 496,515 Total long-term debt $ 9,003,000 $ (193,212 ) $ 8,809,788 Outstanding debt as of December 31, 2016 consisted of the following (in thousands): December 31, 2016 Outstanding Principal Amount Unamortized Debt 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 December 31, 2016 , the contingent conversion threshold on the 2018 Notes (as defined below) was exceeded. The 2018 Notes became convertible on December 15, 2017, at the option of the holders, and will remain convertible until the scheduled trading day immediately preceding the maturity date of March 15, 2018, regardless of the Company's stock price. Therefore, the 2018 Notes were convertible at the option of the holders as of December 31, 2017 and 2016 and, accordingly, the Company reported the carrying value of the 2018 Notes as a current liability in the Company's Consolidated Balance Sheets as of December 31, 2017 and 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 $3.0 million and $28.5 million before tax as of December 31, 2017 and 2016 , respectively, from additional paid-in-capital to convertible debt in the mezzanine section in the Company's Consolidated Balance Sheets. The contingent conversion thresholds on the 2020 Notes (as defined below) and the 2021 Notes (as defined below) were not exceeded at December 31, 2017 and 2016 , and therefore these notes were reported as a non-current liability in the Consolidated Balance Sheets. Fair Value of Debt As of December 31, 2017 and 2016 , the estimated fair value of the outstanding Senior Notes was approximately $11.1 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. For the year ended December 31, 2017 , the Company paid $285.7 million to satisfy the aggregate principal amount due and issued 149,780 shares of its common stock in satisfaction of the conversion value in excess of the principal amount for debt converted prior to maturity. In addition, if the Company's convertible debt is redeemed or converted prior to maturity, a gain or loss on extinguishment is recognized. The gain or loss is the difference between the fair value of the debt component immediately prior to extinguishment and its carrying value. To estimate the fair value of the debt at the conversion date, the Company estimated its straight debt borrowing rate, considering its credit rating and straight debt of comparable corporate issuers. For the year ended December 31, 2017 , the Company recognized a non-cash loss of $2.4 million ( $1.5 million after tax) in "Foreign currency transactions and other" in the Consolidated Statement of Operations in connection with the early conversion of the 2018 Notes. 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 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, regardless of the Company's stock price. 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, regardless of the Company's stock price. 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. 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. The 2018 Notes are currently convertible and will remain convertible until the trading day prior to the maturity date of March 15, 2018. The 2018 Notes may not be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2018 Notes for cash in certain circumstances. Interest on the 2018 Notes is payable on March 15 and September 15 of each year. In March 2010, the Company issued in a private placement $575.0 million aggregate principal amount of Convertible Senior Notes due March 15, 2015, with an interest rate of 1.25% (the "2015 Notes"). The Company paid $13.3 million in debt issuance costs associated with the 2015 Notes for the year ended December 31, 2010. The 2015 Notes were convertible, subject to certain conditions, into the Company's common stock at a conversion price of approximately $303.06 per share. In March 2015, in connection with the maturity or conversion prior to maturity of the 2015 Notes, the Company paid $37.5 million to satisfy the aggregate principal amount due and paid an additional $110.1 million in satisfaction of the conversion value in excess of the principal amount, which was charged to additional paid-in capital. 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 3.18% for the 2021 Notes, 3.13% for the 2020 Notes and 3.50% for the 2018 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. For the years ended December 31, 2017 , 2016 and 2015 , the Company recognized interest expense of $93.7 million , $94.5 million and $92.7 million , respectively, related to convertible notes, comprised of $21.3 million , $22.5 million and $22.6 million , respectively, for the contractual coupon interest, $67.7 million , $67.5 million and $65.6 million , respectively, related to the amortization of debt discount and $4.7 million , $4.5 million and $4.5 million , respectively, related to the amortization of debt issuance costs. For the years ended December 31, 2017 , 2016 and 2015 , included in the amortization of debt discount mentioned above was $2.9 million , $2.8 million and $2.7 million , respectively, of original issuance discount amortization related to the 2020 Notes. In addition, for the year ended December 31, 2017 , the Company recognized interest expense of $0.4 million to write off the unamortized debt issuance cost for debt converted prior to maturity. The remaining period for amortization of debt discount and debt issuance costs is the period until the stated maturity date for the respective debt. The weighted-average effective interest rates for the years ended December 31, 2017 , 2016 , and 2015 are 3.4% . Other Long-term Debt In August 2017, the Company issued Senior Notes due March 15, 2023, with an interest rate of 2.75% (the "2023 Notes") for an aggregate principal amount of $500 million . The 2023 Notes were issued with an initial discount of $0.7 million . In addition, the Company paid $2.7 million in debt issuance costs during the year ended December 31, 2017. Interest on the 2023 Notes is payable semi-annually on March 15 and September 15, beginning March 15, 2018. In August 2017, the Company issued Senior Notes due March 15, 2028, with an interest rate of 3.55% (the "2028 Notes") for an aggregate principal amount of $500 million . The 2028 Notes were issued with an initial discount of $0.4 million . In addition, the Company paid $3.2 million in debt issuance costs during the year ended December 31, 2017. Interest on the 2028 Notes is payable semi-annually on March 15 and September 15, beginning March 15, 2018. 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 $5.0 million in debt issuance costs during the year ended December 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, including payments made upon any redemption of 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 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 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 2.78% for the 2023 Notes, 3.56% for the 2028 Notes, 0.84% for the March 2022 Notes, 3.62% for the 2026 Notes, 2.20% for the November 2022 Notes, 3.68% for the 2025 Notes, 1.80% for the 2027 Notes and 2.48% for the 2024 Notes. For the years ended December 31, 2017 , 2016 and 2015 , the Company recognized interest expense of $144.8 million , $108.0 million and $61.5 million , respectively, related to other long-term debt which was comprised of $138.9 million , $104.1 million and $59.0 million , respectively, for the contractual coupon interest, $2.1 million , $1.5 million and $1.1 million , respectively, related to the amortization of debt discount and $3.8 million , $2.4 million and $1.4 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 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 December 31, 2017 and 2016 , the loan in the amount of $1.5 million and $2.5 million , respectively, is reported in " Other long-term liabilities " in the Consolidated Balance Sheets. On July 24, 2017, the Company assumed third-party senior debt of $15.1 million associated with the acquisition of the Momondo Group. The debt was repaid by the Company in July 2017. |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
TREASURY STOCK | 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 first quarter of 2017, the Company's Board of Directors authorized an additional program to repurchase up to $2.0 billion of the Company's common stock. As of December 31, 2017 , the Company had a remaining authorization of $2.4 billion to purchase its common stock. In the first quarter of 2018, the Company's Board of Directors authorized an additional program to repurchase up to $8.0 billion of the Company's common stock. The Company may make 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. Additionally, the Board of Directors has given the Company the general authorization to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation. In the year ended December 31, 2017 , the Company repurchased a total of 1,025,890 shares of its common stock in the open market for an aggregate cost of $1.8 billion , which included 968,521 shares for $1.7 billion acquired through its general repurchase programs and 57,369 shares for $100.1 million withheld to satisfy employee withholding tax obligations related to stock-based compensation. Stock repurchases in December 2017 of 18,217 shares for an aggregate cost of $32.0 million were settled in January 2018. During the period from January 1, 2018 through February 20, 2018, the Company repurchased 185,620 additional shares for an aggregate cost of $345.5 million . In the year ended December 31, 2016 , the Company repurchased a total of 762,984 shares of its common stock in the open market for an aggregate cost of $1.0 billion , which included 635,877 shares for $861.5 million acquired through its general repurchase programs and 127,107 shares for $167.0 million withheld to satisfy employee withholding tax obligations related to stock-based compensation. Stock repurchases in December 2016 of 10,215 shares for an aggregate cost of $15.0 million were settled in January 2017. In the year ended December 31, 2015 , the Company repurchased a total of 2,539,921 shares of its common stock in the open market for an aggregate cost of $3.1 billion , which included 2,474,072 shares for $3.0 billion acquired through its general repurchase programs and 65,849 shares for $81.9 million withheld to satisfy employee withholding tax obligations related to stock-based compensation. For the years ended December 31, 2017 , 2016 and 2015 , the Company remitted $101.4 million , $165.1 million and $81.6 million of employee withholding taxes, respectively, to the tax authorities, which is different from the aggregate cost of the shares withheld for taxes each year due to the timing in remitting the taxes. The new accounting standard for stock-based compensation (see Note 2) requires the Company to only report the cash remitted to the tax authorities in financing activities in the statements of cash flows for all periods presented. As of December 31, 2017 , there were 14,216,819 shares of the Company's common stock held in treasury. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Dec. 31, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The table below provides the balances for each classification of accumulated other comprehensive income (loss) as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Foreign currency translation adjustments, net of tax (1) $ (15,700 ) $ (311,247 ) Net unrealized gain on marketable securities, net of tax (2) 252,682 176,563 Accumulated other comprehensive income (loss) $ 236,982 $ (134,684 ) (1) Foreign currency translation adjustments, net of tax, at December 31, 2017 and 2016 , include net losses from fair value adjustments of $35.0 million after tax ( $52.6 million before tax) associated with previously settled derivatives that were designated as net investment hedges (see Note 5 ). Foreign currency translation adjustments, net of tax, include foreign currency transaction losses of $190.4 million after tax ( $237.2 million before tax) and foreign currency transaction gains of $182.6 million after tax ( $310.4 million before tax) at December 31, 2017 and 2016 , respectively, associated with the Company's Euro-denominated debt. The Company's Euro-denominated debt is designated as a hedge against the impact of currency fluctuations on its Euro-denominated net assets (see Note 10 ). The remaining balance in foreign currency translation adjustments relates to cumulative impacts of currency fluctuations on the Company's international non-U.S. Dollar denominated net assets. Prior to the Tax Act, the balance excluded a provision for U.S. federal and state income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States. In accordance with the Tax Act, generally future repatriation of the Company's international cash will not be subject to a U.S. federal income tax liability as a dividend, but will be subject to U.S. state income taxes and international withholding taxes. (2) Net unrealized gains before tax at December 31, 2017 and 2016 were $343.2 million and $185.9 million , respectively, of which unrealized gains of $234.6 million and $148.5 million , respectively, were exempt from tax in the Netherlands, and unrealized gains of $108.6 million and $37.4 million , respectively, were taxable at a 25% tax rate in the Netherlands, resulting in tax charges amounting to $27.1 million and $9.3 million at December 31, 2017 and 2016 , respectively. In 2017, the Company recorded a U.S. deferred tax liability of $63.4 million related to net cumulative unrealized gains associated with certain international investments, which will be subject to U.S. federal and state taxes if the gains are realized. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES International pre-tax income was $4.5 billion , $3.7 billion and $3.1 billion for the years ended December 31, 2017 , 2016 and 2015 , respectively. U.S. pre-tax loss was $121.6 million and $983.1 million for the years ended December 31, 2017 and 2016 , respectively, and U.S. pre-tax income was $35.4 million for the year ended December 31, 2015 . Provision for Income Taxes The income tax expense (benefit) for the year ended December 31, 2017 is as follows (in thousands): Current Deferred Total International $ 755,836 $ (10,361 ) $ 745,475 U.S. Federal 1,327,663 (57,350 ) 1,270,313 U.S. State 6,523 35,246 41,769 Total $ 2,090,022 $ (32,465 ) $ 2,057,557 The income tax expense (benefit) for the year ended December 31, 2016 is as follows (in thousands): Current Deferred Total International $ 627,718 $ (14,359 ) $ 613,359 U.S. Federal 63,613 (32,405 ) 31,208 U.S. State (1,175 ) (65,141 ) (66,316 ) Total $ 690,156 $ (111,905 ) $ 578,251 The income tax expense (benefit) for the year ended December 31, 2015 is as follows (in thousands): Current Deferred Total International $ 526,052 $ (17,789 ) $ 508,263 U.S. Federal 88,237 (68,696 ) 19,541 U.S. State 24,006 25,150 49,156 Total $ 638,295 $ (61,335 ) $ 576,960 The U.S. pre-tax loss is lower for the year ended December 31, 2017 compared to the year ended December 31, 2016 primarily due to the impairment charge for goodwill related to OpenTable of $940.7 million (see Note 9 ) recognized in 2016. Income tax expense on the Company's U.S. pre-tax loss for the year ended December 31, 2017 includes the impact of the Tax Act as disclosed below. The U.S. pre-tax loss for the year ended December 31, 2016 compared to the pre-tax income for the year December 31, 2015 is primarily due to the impairment charge for goodwill referenced above and higher interest expense in 2016. Income tax expense on the Company’s U.S. pre-tax loss for the year ended December 31, 2016 includes the impact of the non-deductible impairment charge of OpenTable goodwill, U.S. income tax on the Company’s international interest income, which increased during the year, and the tax benefits arising from U.S. state tax law changes resulting in a net decrease to deferred tax liabilities, mostly associated with acquired intangible assets. U.S. Tax Reform On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act makes significant changes to U.S. federal income tax law, including a reduction in the U.S. federal statutory tax rate from 35% to 21% , effective January 1, 2018. The Tax Act imposes a one-time deemed repatriation tax on accumulated unremitted international earnings, to be paid over eight years. The Company recorded provisional income tax expense of approximately $1.6 billion , which includes U.S. state income taxes and international withholding taxes, related to the mandatory deemed repatriation of estimated accumulated unremitted international earnings of approximately $16.5 billion . The Company also recorded a provisional net income tax benefit of approximately $217 million related to the remeasurement of the Company’s U.S. deferred tax assets and liabilities due to the reduction of the U.S. federal statutory tax rate from 35% to 21% . The Company currently expects to use approximately $204 million of deferred tax assets related to federal net operating loss carryforwards ("NOLs") and approximately $46 million of other tax credit carryforwards, and accordingly, has reduced the transition tax liability to approximately $1.3 billion , which is presented as "Long-term U.S. transition tax liability" in the Consolidated Balance Sheet as of December 31, 2017. The Company continues to evaluate whether and to what extent it will utilize its NOLs and other tax credits to reduce the transition tax liability. Under the Tax Act, the Company's international cash and investments as of December 31, 2017, amounting to $16.2 billion , as well as future cash generated by our international operations, generally can be repatriated without further U.S. federal income tax, but will be subject to U.S. state income taxes and international withholding taxes. The Tax Act also introduced in 2018 a tax on 50% of global intangible low-taxed income (“GILTI”), which is income determined to be in excess of a specified routine rate of return, and also introduced a base erosion and anti-abuse tax (“BEAT”) aimed at preventing the erosion of the U.S. tax base. The Company continues to review the GILTI and BEAT provisions of the Tax Act for applicability to the Company and expects further guidance from U.S. Treasury Department, Internal Revenue Service, state tax authorities and/or other authorities on the application of these provisions. The Company has not yet adopted an accounting policy as to whether the Company will treat taxes on GILTI as period costs or whether the Company will recognize deferred tax assets and liabilities when basis differences exist that are expected to affect the amount of GILTI inclusion upon reversal. The provisions of the Tax Act are broad and complex, and there are significant uncertainties about how it will be interpreted at both the U.S. federal and state levels, and limited guidance is available from tax authorities at this time. Further interpretation and implementation of the Tax Act may materially impact the Company's provisional income tax expense and future income tax expense and obligations. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued by the Securities and Exchange Commission to address the application of U.S. GAAP in situations when the registrant does not have all the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. In accordance with SAB 118, to the extent a registrant can reasonably estimate the effects of the Tax Act, a provisional tax amount can be recorded, but must be finalized prior to December 22, 2018. Further analysis is necessary to finalize the Company's accumulated unremitted international earnings subject to the U.S. federal deemed repatriation tax. In addition, since the Company is still evaluating whether and to what extent it will utilize its NOLs against the transition tax liability, the Company’s U.S. deferred tax assets or liabilities may be impacted. Therefore, the Company considers its accounting related to the Tax Act for U.S. federal and state income taxes as well as international withholding taxes as discussed above to be provisional. As the Company refines its estimates and continues to evaluate the Tax Act, the Company will adjust its provision for income taxes in the period when a change in estimate occurs. Deferred Income Taxes The Company currently expects that the majority of its available U.S. NOLs as of December 31, 2016 will be utilized in 2017 to reduce its tax liability for the deemed repatriation tax. After utilization of available NOLs, as of December 31, 2017, the Company had U.S. federal NOLs of $180 million , which are subject to an annual limitation and mainly expire from December 31, 2019 to December 31, 2021, and U.S. state NOLs of $510 million , which mainly expire between December 31, 2020 and December 31, 2034. In addition, at December 31, 2017 , the Company has approximately $180 million of non-U.S. NOLs, of which $86 million expires between December 31, 2019 and December 31, 2024 , and approximately $18 million of U.S. research tax credit carryforwards available to reduce future tax liabilities, the majority of which do not have an expiration date. The utilization of these NOLs, allowances and credits is dependent upon the Company's ability to generate sufficient future taxable income and the tax laws in the jurisdictions where the losses were generated. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, tax planning strategies, the carryforward periods available for tax reporting purposes, and other relevant factors. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2017 and 2016 are as follows (in thousands): 2017 2016 Deferred tax assets/(liabilities): Net operating loss carryforward — U.S. $ 70,750 $ 15,977 Net operating loss carryforward — International 27,831 18,371 Accrued expenses 57,524 72,631 Stock-based compensation and other stock based payments 48,104 60,937 Euro denominated debt 57,740 — Fixed assets 8,600 — Subtotal - deferred tax assets 270,549 167,916 Discount on convertible notes (32,810 ) (77,845 ) Intangible assets and other (517,353 ) (740,329 ) Euro denominated debt — (117,737 ) Fixed assets — (2,245 ) State income tax on accumulated unremitted international earnings (36,616 ) — Unrealized gain on investments (70,408 ) — Other (9,480 ) (3,958 ) Subtotal - deferred tax liabilities (666,667 ) (942,114 ) Valuation allowance on deferred tax assets (43,694 ) (24,475 ) Net deferred tax liabilities (1) $ (439,812 ) $ (798,673 ) (1) Includes deferred tax assets of $41.3 million and $23.7 million as of December 31, 2017 and 2016 , respectively, reported in "Other assets" in the Consolidated Balance Sheets. The valuation allowance on deferred tax assets of $43.7 million at December 31, 2017 includes $26.8 million related to international operations and $16.9 million related to U.S. research credits, capital loss carryforwards and Connecticut NOLs. The valuation allowance increased by $19.2 million during the year ended December 31, 2017, principally due to certain non-U.S. NOLs acquired in the Momondo Group transaction. Pursuant to the adoption of an accounting update on January 1, 2017, the Company 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 (see Note 2), the majority of which was utilized during the year ended December 31, 2017. Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate A significant portion of the Company's taxable earnings are generated in the Netherlands. According to Dutch corporate income tax law, income generated from qualifying innovative activities is taxed at a rate of 5% ("Innovation Box Tax") rather than the Dutch statutory rate of 25% . A portion of Booking.com's earnings during the years ended December 31, 2017 , 2016 and 2015 qualifies for Innovation Box Tax treatment, which had a significant beneficial impact on the Company's effective tax rate for those years. During December 2017, legislation was enacted in the Netherlands that increased the Innovation Box Tax rate to 7% , effective for tax years beginning on or after January 1, 2018. The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 35% as a result of the following items (in thousands): 2017 2016 2015 Income tax expense at federal statutory rate $ 1,539,413 $ 949,633 $ 1,094,912 Adjustment due to: Foreign rate differential (458,252 ) (377,542 ) (316,078 ) Innovation Box Tax benefit (397,074 ) (324,633 ) (260,193 ) Impairment of goodwill and cost-method investment — 343,484 — Tax Act - Remeasurement of deferred tax balances (216,572 ) — — Tax Act - U.S. transition tax and other transition impacts 1,562,532 — — Other 27,510 (12,691 ) 58,319 Income tax expense $ 2,057,557 $ 578,251 $ 576,960 Uncertain Tax Positions See Note 2 for the Company's accounting policy on uncertain tax positions. The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in thousands): 2017 2016 2015 Unrecognized tax benefit — January 1 $ 32,715 $ 42,594 $ 52,356 Gross increases — tax positions in current period 5,119 2,468 3,411 Gross increases — tax positions in prior periods 5,822 859 4,305 Gross decreases — tax positions in prior periods (9,202 ) (217 ) (10,365 ) Reduction due to lapse in statute of limitations (1,009 ) (9,077 ) (7,113 ) Reduction due to settlements during the current period (1,050 ) (3,912 ) — Unrecognized tax benefit — December 31 $ 32,395 $ 32,715 $ 42,594 The unrecognized tax benefits are included in "Other long-term liabilities" and "Deferred income taxes" in the Consolidated Balance Sheets for the years ended December 31, 2017 and 2016 . The Company does not expect further significant changes in the amount of unrecognized tax benefits during the next twelve months. The Company's Netherlands, U.S. federal, Connecticut, California, New York, Massachusetts, Singapore and U.K. income tax returns, constituting the returns of the major taxing jurisdictions, are subject to examination by the taxing authorities as prescribed by applicable statute. The statute of limitations remains open for: the Company's Netherlands returns from 2014 and forward; the Company's Singapore returns from 2013 and forward; the Company's U.S. federal and Connecticut returns from 2012 and forward; the Company's California returns from 2008 and forward; the Company's New York returns from 2012 and forward; the Company's Massachusetts returns from 2012 and forward and the Company's U.K. returns for the tax years 2015 and 2016. No income tax waivers have been executed that would extend the period subject to examination beyond the period prescribed by statute in the major taxing jurisdictions in which the Company is a taxpayer. The Company’s 2015 U.S. federal income tax return is currently under audit by the Internal Revenue Service. See Note 14 for more information regarding tax contingencies. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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, commission payments and pricing behavior. For instance, on September 8, 2017, the Swiss Price Surveillance Office opened an investigation into 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 OTCs 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 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 OTCs and accommodation providers. In January 2017, the Turkish NCA imposed fines on Booking.com following an investigation into Booking.com's "wide" parity clauses. Following the Turkish NCA's decision, Booking.com implemented the narrow price parity clause in Turkey. 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 ten 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 OTCs, including Booking.com and Expedia, online price comparison sites (or "meta-search" sites) and hotels about the narrow price parity agreement. On April 6, 2017, the ECN Working Group published the results of this monitoring exercise. The report indicated that the replacement of the "wide" price parity agreement with the narrow price parity agreement 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. 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. A number of European countries have adopted legislation making price parity agreements illegal, and it is possible other countries may adopt similar legislation in the future. For example, 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 prohibiting narrow price parity agreements became effective in Austria on December 31, 2016 and in Italy on August 29, 2017. A motion calling on the Swiss government to introduce legislation prohibiting the narrow price parity clause was approved by the Swiss Parliament on September 18, 2017. In July 2017, a Belgian government minister announced plans to put forward a similar proposal before the Belgian Parliament. It is not yet clear how the Macron Law, the Austrian or Italian legislation or the proposed Swiss or Belgian legislation may affect the Company's business in the long term. Consumer protection issues, including platform search rankings, are also being reviewed by European NCAs. On October 27, 2017, the United Kingdom's NCA launched a consumer law investigation into the clarity, accuracy and presentation of information on hotel booking sites with a specific focus on the display of search results, claims regarding discounts, methods of "pressure selling" (such as creating false impressions regarding room availability), and failure to disclose hidden charges. A consumer protection law compliance review of car rental booking websites by the UK NCA is also ongoing. The consumer protection department of the German NCA announced the opening of a sector inquiry into online price comparison sites in various sectors including travel and hotels on October 24, 2017. The Finnish NCA has also recently carried out a consumer survey and issued a questionnaire to hotels in order to gather information about online hotel booking platforms. The Company is unable to predict what, if any, effect such actions will have on its business, industry practices or online commerce more generally. 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 twenty lawsuits, including certified and putative class actions, brought by or against U.S. states, cities and counties over issues involving the payment of travel transaction taxes (e.g., hotel occupancy taxes, excise taxes, sales taxes, etc.). Generally, the complaints allege, among other things, that the OTCs violated each jurisdiction's respective relevant travel transaction tax ordinance with respect to the charge and remittance of amounts to cover taxes under each law. The Company believes that the laws at issue generally do not apply to the services it provides, namely the facilitation of travel reservations, and, therefore, that it does not owe the taxes that are claimed to be owed. However, the Company has been involved in this type of litigation for many years, and state and local jurisdictions where these issues have not been resolved could assert that the Company is subject to travel transaction taxes and could seek to collect such taxes, retroactively and/or prospectively. From time to time, the Company has found it expedient to settle 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 tax appeal court declined to follow that precedent and entered judgment on April 25, 2017. Both the OTCs and the Hawaiian Director of Taxation appealed the decision, with the Director seeking GET on the full amount charged to consumers in all car rental transactions (including package transactions), and the OTCs arguing that GET applies only to the amounts they retain in all car rental transactions. In order to appeal the decision, the Company paid the judgment of $13.1 million in May 2017, which was recorded in "Other assets" in the Consolidated Balance Sheet at December 31, 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 it 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 $12 million and $27 million at December 31, 2017 and 2016 , respectively. In December 2017, the Company reduced its accrual for travel transaction taxes (including estimated interest and penalties) by approximately $12 million with a corresponding reduction to cost of revenues based on a favorable ruling in one of the travel transaction tax proceedings involving the Company. 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 liability recorded. An estimate of 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 Company and its subsidiaries KAYAK Software Corporation, OpenTable, Inc. and priceline.com LLC (the "Subject Companies"). In the complaint, IBM alleged that the Subject Companies infringed four IBM patents (the '967, '849, '601 and '346 patents) that IBM claimed 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. On December 28, 2017, the Company entered into a settlement and cross license agreement with IBM pursuant to which the Company agreed to pay certain amounts to IBM and IBM granted the Company and its current and future subsidiaries a license to IBM's patent portfolio. In connection with the settlement, in the quarter ended December 31, 2017, the Company recorded a charge to general and administrative expense in the amount of $19.3 million , which was in addition to charges previously recorded. 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 related to those tax years 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 is contesting the assessments. The Company's objection to the assessments was denied by the French tax authorities. If the Company is unable to resolve the matter with the French tax 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 such payment would not constitute an admission by the Company that it owes the taxes. Alternatively, any resolution or settlement of the matter with the French tax authorities may also require payment as part of such resolution or settlement. French tax authorities have begun a similar audit of the tax years 2013 through 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 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 balance sheets and provisions recorded have not been material to the Company's results of operations or cash flows. An estimate of a reasonably possible loss or range of loss cannot be reasonably made. From time to time, the Company has been, and expects to continue to be, subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third-party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management's attention from the Company's business objectives and adversely affect the Company's business, results of operations, financial condition and cash flows. Contingent Consideration for Business Acquisitions (see Note 18 ) Employment Contracts The Company has employment agreements with certain members of senior management that provide for cash severance payments of up to approximately $23.3 million , accelerated vesting of equity instruments, including without limitation, stock options, restricted stock units and performance share units upon, among other things, death or termination without "cause" or "good reason," as those terms are defined in the agreements. In addition, certain of the agreements provide for the extension of health and insurance benefits after termination for periods up to two years. 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 Consolidated Balance Sheets at December 31, 2017 and 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 straight-line basis over the remaining 49 -year term of the lease and are recorded in general and administrative expense in the consolidated statements of operations. Booking.com expects to pay approximately 34 million Euros related to the building construction in the first quarter of 2018, with the remaining amount being paid periodically from the second quarter of 2018 until the expected completion of the building in early 2021. The Company will also make additional capital expenditures to fit out and furnish the office space. Operating Leases The Company leases certain facilities and equipment through operating leases. Rental expense for leased office space was approximately $96.1 million , $77.3 million and $64.8 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Rental expense for data center space was approximately $23.7 million , $22.2 million and $21.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. The Company's headquarters and the headquarters of the priceline.com business are located in Norwalk, Connecticut, United States of America, where the Company leases approximately 90,000 square feet of office space. The Company leases approximately 258,000 square feet of office space in Amsterdam, Netherlands for the headquarters of the Booking.com business; the agoda.com business has significant support operations in Bangkok, Thailand, where the Company leases approximately 144,000 square feet of office space; the Company leases approximately 18,000 square feet of office space in Stamford, Connecticut, United States of America, for the headquarters of the KAYAK business; the Company leases approximately 60,000 square feet of office space in San Francisco, California, United States of America, for the headquarters of the OpenTable business; and the Company leases approximately 45,000 square feet of office space in Manchester, England for the headquarters of the Rentalcars.com business. The Company leases additional office space to support its operations in various locations around the world, including hosting and data center facilities in the United States, the United Kingdom, Switzerland, the Netherlands, Germany, Singapore, Hong Kong and China and sales and support facilities in numerous locations. Other than the office building in the Netherlands that is currently under construction, as discussed above, the Company does not own any real estate as of December 31, 2017 . Minimum payments for operating leases for office space, data centers and equipment having initial or remaining non-cancellable terms in excess of one year have been translated into U.S. Dollars at the December 31, 2017 spot exchange rates, as applicable, and are as follows (in thousands): 2018 2019 2020 2021 2022 After 2022 Total $ 149,699 $ 141,305 $ 117,258 $ 86,902 $ 54,704 $ 207,603 $ 757,471 |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS The Company maintains a defined contribution 401(k) savings plan (the "Plan") covering certain U.S. employees. In connection with acquisitions, effective as of the date of such acquisitions, the Company assumed defined contribution plans covering the U.S. employees of the acquired companies. The Company also maintains certain other defined contribution plans outside of the United States for which it provides contributions for participating employees. The Company's matching contributions during the years ended December 31, 2017 , 2016 and 2015 were approximately $14.5 million , $10.2 million and $8.4 million , respectively. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | GEOGRAPHIC INFORMATION The Company's international information consists of the results of Booking.com, agoda.com and Rentalcars.com (which began operating as part of Booking.com on January 1, 2018) and the results of the international businesses of KAYAK and OpenTable. This classification is independent of where the consumer resides, where the consumer is physically located while using the Company's services or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com at a hotel in New York by a consumer in the United States is part of the Company's international results. The Company's geographic information is as follows (in thousands): United States International Total Company The Netherlands Other 2017 Revenues $ 1,619,566 $ 9,540,472 $ 1,521,044 $ 12,681,082 Intangible assets, net 1,790,425 43,703 342,695 2,176,823 Goodwill 1,806,707 254,294 676,670 2,737,671 Other long-lived assets 124,182 253,830 208,154 586,166 2016 Revenues $ 1,680,446 $ 7,783,376 $ 1,279,184 $ 10,743,006 Intangible assets, net 1,918,095 51,317 24,473 1,993,885 Goodwill 1,801,835 228,670 366,401 2,396,906 Other long-lived assets 102,457 195,669 123,485 421,611 2015 Revenues $ 1,817,360 $ 6,205,116 $ 1,201,511 $ 9,223,987 Intangible assets, net 2,052,351 78,027 37,155 2,167,533 Goodwill 2,742,535 232,982 399,483 3,375,000 Other long-lived assets 89,656 138,329 103,142 331,127 |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2017 Total revenues $ 2,419,404 $ 3,024,556 $ 4,434,029 $ 2,803,093 Gross profit 2,334,235 2,951,814 4,374,553 2,769,943 Net income (loss) (1) 455,623 720,209 1,720,391 (555,458 ) Net income (loss) applicable to common stockholders per basic common share (1) $ 9.26 $ 14.66 $ 35.12 $ (11.41 ) Net income (loss) applicable to common stockholders per diluted common share (1) $ 9.11 $ 14.39 $ 34.43 $ (11.41 ) (1) Includes a provisional tax expense of approximately $1.6 billion related to a one-time transition tax on the mandatory deemed repatriation of accumulated unremitted international earnings and a provisional tax benefit of approximately $217 million related to the remeasurement of the Company’s U.S. deferred tax assets and liabilities, for the fourth quarter of 2017, as a result of the Tax Act (see Note 13). First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2016 Total revenues $ 2,148,119 $ 2,555,902 $ 3,690,552 $ 2,348,433 Gross profit 2,019,450 2,429,818 3,589,063 2,276,361 Net income (1) 374,424 580,638 506,017 673,908 Net income applicable to common stockholders per basic common share (1) $ 7.54 $ 11.71 $ 10.24 $ 13.66 Net income applicable to common stockholders per diluted common share (1) $ 7.47 $ 11.60 $ 10.13 $ 13.47 (1) Includes a non-cash charge in the third quarter of 2016 related to an impairment of OpenTable goodwill of $940.7 million , which is not tax deductible (see Note 9). The goodwill impairment charge reduced basic and diluted net income per share for the third quarter of 2016 by $19.03 and $18.82 , respectively. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS Acquisition activity in 2017 On July 24, 2017, the Company completed the acquisition of the Momondo Group, which operates the travel meta-search websites momondo and Cheapflights, for $555.5 million , and which is managed as part of the Company's KAYAK business. The purchase price allocations were completed as of December 31, 2017. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in millions): Current assets (1) $ 49.3 Identifiable intangible assets (2) 333.3 Goodwill (3) 288.3 Property and equipment 1.2 Total liabilities (4) (116.6 ) Total consideration $ 555.5 (1) Includes cash acquired of $14.6 million . (2) Acquired definite-lived intangible assets, consisted of distribution agreements of $213.5 million with a weighted-average useful life of 15 years, trade names of $104.4 million with a weighted-average useful life of 13 years and technology of $15.4 million with a weighted-average life of 4 years. (3) Goodwill is not tax deductible. (4) Includes deferred tax liabilities of $70.4 million and third-party senior debt of $15.1 million . The Company's Consolidated Financial Statements include the accounts of the Momondo Group beginning July 24, 2017. Revenues and earnings of this business since the acquisition date and pro forma results of operations have not been presented separately as such financial information is not material to the Company's results of operations. The Company incurred $5.1 million of professional fees for the year ended December 31, 2017 related to this acquisition. The acquisition-related expenses were included in general and administrative expenses in the Company's Consolidated Statement of Operations. Acquisition activity in 2015 The Company paid approximately $75 million , net of cash acquired, to acquire certain businesses in 2015. The Company's Consolidated Financial Statements include the accounts of these businesses beginning at their respective acquisition dates. Revenues and earnings of these businesses since their respective acquisition dates and pro forma results of operations have not been presented separately as such financial information is not material to the Company's results of operations. As of December 31, 2017 and 2016 , the Company's Consolidated Balance Sheets include a long-term liability of approximately $9 million for estimated contingent consideration for the purchase of one business. 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 . Other In the second quarter of 2014, the Company acquired a business that provides hotel marketing services. As of December 31, 2014, the Company recognized a liability of $10.7 million for estimated contingent payments related to this acquisition. In 2015, the Company paid $18.4 million to settle this contingent liability. The cash payment related to the acquisition-date estimated fair value of $10.7 million is reported as a financing activity and the remaining cash payment of $7.7 million , which was charged to general and administrative expenses as a fair value adjustment, is included as an operating activity in the Consolidated Statement of Cash Flows for the year ended December 31, 2015. |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation — The Company's Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, including the Momondo Group (which is managed as part of the Company's KAYAK business) from its acquisition date of July 24, 2017. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States (" U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results may differ significantly from those estimates. The estimates underlying the Company's Consolidated Financial Statements relate to, among other things, stock-based compensation, the allowance for doubtful accounts, the valuation of goodwill, long-lived assets and intangibles, income taxes, and the accrual of obligations for loyalty programs. |
Reclassifications | Reclassifications — Due to the adoption of the new accounting update related to stock-based compensation in the first quarter of 2017, certain amounts in the Consolidated Statement of Cash Flows for the years ended December 31, 2016 and 2015 have been reclassified to conform to the current year presentation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — The Company's financial instruments, including cash, restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings, are carried at cost which approximates their fair value because of the short-term nature of these financial instruments. See Notes 4 , 5 and 10 for information on fair value for investments, derivatives, and the Company's outstanding Senior Notes. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents consists primarily of cash and highly liquid investment grade securities with an original maturity of three months or less. Cash equivalents are recognized based on settlement date. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents — Restricted cash and cash equivalents are restricted through legal contracts, regulations or by the Company's intention to use the cash for a specific purpose. Restricted cash and cash equivalents at December 31, 2017 principally relates to the minimum cash requirement for Rentalcars.com's regulated insurance business established in the fourth quarter of 2017. Restricted cash at December 31, 2016 and 2015 collateralizes office leases. |
Investments | Investments — The Company has classified its investments in debt securities and equity securities with readily determinable fair value as available-for-sale securities. These securities are recognized based on trade date and carried at estimated fair value with the aggregate unrealized gains and losses related to these investments, net of taxes, reflected as a part of " Accumulated other comprehensive income (loss) " within stockholders' equity (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). The fair value of the investments is based on the specific quoted market price of the securities or comparable securities at the balance sheet dates. Investments in debt securities are considered to be impaired when a decline in fair value is judged to be other than temporary because the Company either intends to sell or it is more-likely-than not that it will have to sell the impaired security before recovery. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If the Company does not intend to sell the debt security, but it is probable that the Company will not collect all amounts due, then only the impairment due to the credit risk would be recognized in earnings and the remaining amount of the impairment would be recognized in " Accumulated other comprehensive income (loss) " within stockholders' equity. Marketable debt securities are classified as short-term or long-term investments in the Company's Consolidated Balance Sheets based on the maturity date of the debt security. See Notes 4 and 5 for further detail of investments. Equity investments without readily determinable fair values in companies over which the Company does not have the ability to exercise significant influence are accounted for using the cost method of accounting and classified within "Other assets" in the Consolidated Balance Sheets. Under the cost method, investments are carried at cost and are adjusted to fair value only for other-than-temporary declines in fair value (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). |
Property and Equipment | Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease related to leasehold improvements, whichever is shorter. Building Construction-in-progress — Building construction-in-progress is associated with the construction of an office building in the Netherlands and is included in “Property and equipment, net” in the Consolidated Balance Sheets at December 31, 2017 and 2016 . Depreciation of the building and its related components will commence once it is ready for the Company’s use. |
Website and Internal-use Software Capitalization | Website and Internal-use Software Capitalization — Certain direct development costs associated with website and internal-use software are capitalized and include external direct costs of services and payroll costs for employees devoting time to the software projects principally related to website and mobile app development, including support systems, software coding, designing system interfaces and installation and testing of the software. These costs are recorded as property and equipment and are generally amortized over a period of two to five years beginning when the asset is substantially ready for use. Costs incurred for enhancements that are expected to result in additional features or functionalities are capitalized and amortized over the estimated useful life of the enhancements. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. Additions to capitalized costs during the years ended December 31, 2017 , 2016 and 2015 were $80.4 million , $54.2 million and $44.2 million , respectively. |
Land-use rights | Land-use rights — Land-use rights represent prepayments for the long-term lease of land where the Company is constructing an office building in the Netherlands. The land-use rights are recorded as rent expense in "General and administrative" expense in the Consolidated Statements of Operations on a straight-line basis over the lease period. At December 31, 2017 and 2016 , the Company had approximately $50.5 million and $45.3 million , respectively, associated with land-use rights recorded in “Other assets” in the Consolidated Balance Sheets. See Note 14 for further details. |
Goodwill | Goodwill — The Company accounts for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The Company's Consolidated Financial Statements reflect an acquired business starting at the date of the acquisition. Goodwill is not subject to amortization and is reviewed at least annually for impairment, or earlier if an event occurs or circumstances change and there is an indication of impairment. The Company tests goodwill at a reporting unit level. The fair value of the reporting unit is compared to its carrying value, including goodwill. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (EBITDA multiples of comparable publicly-traded companies and precedent transactions) and based on market participant assumptions. An impairment is recorded to the extent that the implied fair value of goodwill is less than the carrying value of goodwill. See Note 9 for further information. |
Impairment of Long-Lived Assets and Intangible Assets | Impairment of Long-Lived Assets and Intangible Assets — The Company reviews long-lived tangible assets and amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The assessment of possible impairment is based upon the Company's ability to recover the carrying value of the assets from the estimated undiscounted future net cash flows, before interest and taxes, of the related operations. The amount of impairment loss, if any, is measured as the excess of the carrying value of the asset over the present value of estimated future cash flows, using a discount rate commensurate with the risks involved and based on assumptions representative of market participants. |
Revenue Recognition | Agency Revenues Agency revenues are derived from travel-related transactions where the Company does not facilitate payments for the travel services provided. Agency revenues consist primarily of accommodation reservation commissions, as well as certain global distribution system ("GDS") reservation booking fees and certain travel insurance fees, and are reported at the net amounts received, without any associated cost of revenues. Such revenues are primarily recognized by the Company when the customer's travel is completed (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). Merchant Revenues Merchant revenues are derived from services where the Company facilitates payments for the travel services provided. Name Your Own Price ® travel reservation services are presented in the income statement on a gross basis so merchant revenue and cost of revenues include the reservation price to the customer and the cost charged by the service provider, respectively (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). For all other merchant transactions, the Company presents merchant revenue on a net basis in the income statement. Merchant revenue also includes ancillary fees, including damage excess waiver fees and certain travel insurance fees and certain GDS reservation booking fees, customer processing fees associated with merchant reservation services at priceline.com and agoda.com and are generally recognized by the Company when the customer completes his/her travel (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). Merchant Retail Services : Merchant revenues for the Company's merchant retail services are derived from transactions where customers book accommodation reservations or rental car reservations from travel service providers at disclosed rates which are subject to contractual arrangements. The Company charges the customer at the time of booking and any amounts owed to the travel service provider along with the Company's deferred revenue are included in deferred merchant bookings. Reservations are generally refundable upon cancellation, subject to cancellation penalties in certain cases. Merchant revenue and the cost charged by the travel service provider for priceline.com, agoda.com and Rentalcars.com are recognized when the customer completes the travel (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). Revenue for Booking.com's merchant transactions is comprised of accommodation reservation commissions which are recognized when the customer completes the travel. Merchant Opaque Services : The Company describes priceline.com's Name Your Own Price ® and Express Deals ® travel services as "opaque" because certain elements of the service, including the identity of the travel service provider, are not disclosed to the consumer prior to making a reservation. Name Your Own Price ® services connect consumers that are willing to accept a level of flexibility regarding their travel itinerary with travel service providers that are willing to accept a lower price in order to sell their excess capacity without disrupting their existing distribution channels or retail pricing structures. Name Your Own Price ® services use a pricing system that allows consumers to "bid" the price they are prepared to pay when submitting an offer for a particular travel service. The Company accesses databases in which participating travel service providers file secure discounted rates, not generally available to the public, to determine whether it can fulfill the consumer's offer. The Company selects the travel service provider and determines the price it will accept from the consumer. Express Deals ® allows consumers to select hotel, rental car and airline ticket reservations with the price and certain other information regarding amenities disclosed prior to making the reservation. The Company recognizes revenues and costs for these services when it confirms the customer's non-refundable offer (see "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018). In circumstances where the Company makes certain customer concessions, the Company accrues for such estimated losses. Pursuant to the terms of the Company's retail and opaque merchant services, its travel service providers are permitted to bill the Company for the underlying cost of the service during a specified period of time. In the event that the Company is not billed by the travel provider within the specified time period, the Company reduces its cost by the unbilled amounts. Advertising and Other Revenues Advertising and other revenues are primarily earned by KAYAK and OpenTable and to a lesser extent by priceline.com for advertising placements on its website and Booking.com's BookingSuite branded accommodation marketing and business analytics services. KAYAK earns advertising revenue primarily by sending referrals to OTCs and travel service providers and from advertising placements on its websites and mobile apps. Revenue related to referrals is earned when a customer clicks on a referral placement or upon completion of the travel. Revenue for advertising placements is earned based upon when a customer clicks on an advertisement or when KAYAK displays an advertisement. OpenTable earns reservation fees when diners are seated through its online restaurant reservation service and subscription fees for restaurant management services on a straight-line basis over the contractual period that the service is provided. |
Cost of Revenues | Cost of Revenues Cost of revenues consists primarily of the cost paid to travel service providers for priceline.com's Name Your Own Price ® and vacation package reservation services, net of applicable taxes and charges, and fees paid to third parties by KAYAK and priceline.com to return travel itinerary information for consumer search queries. See "Recent Accounting Pronouncements" described later in this footnote for accounting changes that are effective January 1, 2018. |
Loyalty Programs | Loyalty Programs The Company provides various loyalty programs. Participating customers earn loyalty awards on current transactions that can be redeemed for future qualifying transactions. As awards are earned, the Company estimates the amount of awards expected to be redeemed and records a reduction in revenue. At December 31, 2017 and 2016 , a liability of $104.7 million and $84.4 million , respectively, for these programs was included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets. A substantial portion of the liability at December 31, 2017 and 2016 relates to OpenTable's dining points loyalty program. In the first quarter of 2018, OpenTable updated its loyalty program so that all outstanding and future dining points expire after three years, which may reduce the liability in the future. |
Tax Recovery Charge, Occupancy Taxes and State and Local Taxes | Tax Recovery Charge, Occupancy Taxes and State and Local Taxes The Company provides an online travel service to facilitate online travel purchases by consumers from travel service providers, including accommodation, rental car and airline ticket reservations, and sometimes as part of a vacation package reservation. For merchant transactions, the Company charges the consumer an amount intended to cover the taxes that the Company anticipates the travel service provider will owe and remit to the local taxing authorities ("tax recovery charge"). Tax rate information for calculating the tax recovery charge is provided to the Company by the travel service providers. In certain taxing jurisdictions, the Company is required by statute or court order to collect and remit certain taxes (local occupancy tax, general excise and/or sales tax) imposed upon its margin and/or service fee. The tax recovery charge and occupancy and other related taxes collected from customers and remitted to those jurisdictions are reported on a net basis in the Consolidated Statement of Operations. Except in those jurisdictions, the Company does not charge the customer or remit occupancy or other related taxes based on its margin or service fee (see Note 14). |
Advertising Expense | Performance Advertising — Advertising expenses classified as performance advertising are generally managed by the Company by monitoring return on investment. These expenses primarily consist of: (1) search engine keyword purchases; (2) referrals from meta-search and travel research websites; (3) affiliate programs; and (4) other performance-based advertisements. Performance advertising expense is recognized as incurred. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued performance advertising liabilities of $284.1 million and $267.5 million at December 31, 2017 and 2016 , respectively. Brand Advertising — Advertising expenses classified as brand advertising are generally managed by the Company to a targeted spending level to drive brand awareness. This includes both online and offline activities such as online videos (for example, on YouTube and Facebook), television advertising, billboards and subway and bus advertisements. Brand advertising expense is generally recognized as incurred with the exception of advertising production costs, which are expensed the first time the advertisement is displayed or broadcast. |
Sales and Marketing | Sales and Marketing — Sales and marketing expenses consist primarily of (1) credit card and other payment processing fees associated with merchant transactions; (2) fees paid to third parties that provide call center, website content translations and other services; (3) customer relations costs; (4) promotional costs; (5) provisions for bad debt, primarily related to agency accommodation commission receivables; and (6) provisions for customer chargebacks. |
Personnel | Personnel — Personnel expenses consist of compensation to the Company's personnel, including salaries, stock-based compensation, bonuses, payroll taxes and employee health benefits. Included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets are accrued compensation liabilities of $288.1 million and $242.6 million at December 31, 2017 and 2016 , respectively. |
Share-based Compensation | Stock-Based Compensation — Stock-based compensation is recognized in the financial statements based upon fair value. The fair value of performance share units and restricted stock units is determined based on the number of units granted and the quoted price of the Company's common stock as of the grant date or acquisition date. The Company records stock-based compensation expense for these performance-based awards based on its estimate of the probable outcome at the end of the performance period (i.e., the estimated performance against the performance targets). The Company periodically adjusts the cumulative stock-based compensation expense recorded when the probable outcome for these performance-based awards is updated based upon changes in actual and forecasted operating results. The fair value of employee stock options assumed in acquisitions was determined using the Black Scholes model and the market value of the Company's common stock at the respective acquisition dates. Fair value is recognized as expense on a straight-line basis over the employee requisite service period, and, beginning January 1, 2017, forfeitures are accounted for when they occur. The benefits of tax deductions in excess of recognized compensation costs are recognized in the income statement as a discrete item in periods beginning on or after January 1, 2017 when an exercise or a vesting and release of shares occurs. Excess tax benefits are presented as operating cash flows and cash payments for employee statutory tax withholding related to vested stock awards are presented as financing cash flows in the statements of cash flows. See Note 3 for further information on stock-based awards. |
Information Technology | Information Technology — Information technology expenses consist primarily of: (1) software license and system maintenance fees; (2) data communications and other expenses associated with operating our services; (3) outsourced data center costs; and (4) payments to outside consultants. |
Income Taxes | Income Taxes — The Company accounts for income taxes under the asset and liability method. The Company records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the Consolidated Balance Sheets, as well as operating loss and tax credit carryforwards. Deferred taxes are classified as noncurrent in the balance sheet. The Company records deferred tax assets to the extent it believes these assets will more-likely-than-not be realized. The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, the carryforward periods available for tax reporting purposes, and tax planning strategies. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, significant judgments, estimates, and interpretation of statutes are required. Deferred taxes are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of such change. The Company recognizes liabilities when it believes that uncertain positions may not be fully sustained upon review by the tax authorities. Liabilities recognized for uncertain tax positions are based on a two-step approach for recognition and measurement. First, the Company evaluates the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit based on its technical merits. Secondly, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Interest and penalties attributable to uncertain tax positions, if any, are recognized as a component of income tax expense. See Note 13 for further details on income taxes. |
Segment Reporting | Segment Reporting — The Company determined that its brands constitute its operating segments. The Company's Booking.com brand represents a substantial majority of gross profit and net income. Based on similar economic characteristics and other similar operating factors, the Company has aggregated the operating segments into one reportable segment. For geographic information, see Note 16 . |
Foreign Currency Translation | Foreign Currency Translation — The functional currency of the Company's foreign subsidiaries is generally their respective local currency. Assets and liabilities are translated into U.S. Dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at average monthly exchange rates applicable for the period. Translation gains and losses are included as a component of " Accumulated other comprehensive income (loss) " in the Company's Consolidated Balance Sheets. Foreign currency transaction gains and losses are included in "Foreign currency transactions and other" in the Company's Consolidated Statements of Operations. In March 2017, the Company issued Senior Notes due March 10, 2022 for an aggregate principal amount of 1.0 billion Euros. In November 2015, the Company issued Senior Notes due November 25, 2022 for an aggregate principal amount of 750 million Euros. In March 2015, the Company issued Senior Notes due March 3, 2027 for an aggregate principal amount of 1.0 billion Euros. In September 2014, the Company issued Senior Notes due September 23, 2024 for an aggregate principal amount of 1.0 billion Euros. The Company designated the carrying value, plus accrued interest, of these Euro-denominated Senior Notes as a hedge of the Company's net investment in Euro functional currency subsidiaries. The foreign currency transaction gains or losses on these liabilities and the foreign currency translation gains or losses from translating the Euro-denominated net assets of these subsidiaries into U.S. Dollars are included as a component of " Accumulated other comprehensive income (loss) " in the Company's Consolidated Balance Sheets (see Notes 10 and 12 ). |
Derivative Financial Instruments | Derivative Financial Instruments — As a result of the Company's international operations, it is exposed to various market risks that may affect its consolidated results of operations, cash flow and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. The Company's primary foreign currency exposures are in Euros and British Pound Sterling, in which it conducts a significant portion of its business activities. As a result, the Company faces exposure to adverse movements in currency exchange rates as the financial results of its international operations are translated from local currencies into U.S. Dollars upon consolidation. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in income. The Company may enter into derivative instruments to hedge certain net exposures of nonfunctional currency denominated assets and liabilities and the volatility associated with translating earnings for its international businesses into U.S. Dollars, even though it does not elect to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in income in the period in which the change occurs and are recognized in the Consolidated Statements of Operations in "Foreign currency transactions and other." Cash flows related to these contracts are classified within "Net cash provided by operating activities" on the cash flow statement. The Company, from time to time in the past, has utilized derivative instruments to hedge the impact of changes in currency exchange rates on the net assets of its foreign subsidiaries. These instruments are designated as net investment hedges. Hedge ineffectiveness is assessed and measured based on changes in forward exchange rates. The Company records gains and losses on these derivative instruments as currency translation adjustments, which offset a portion of the translation adjustments related to the foreign subsidiaries' net assets. Gains and losses are recognized in the Consolidated Balance Sheet in " Accumulated other comprehensive income (loss) " and will be realized upon a partial sale or liquidation of the investment. The Company formally documents all derivatives designated as hedging instruments for accounting purposes, both at hedge inception and on an on-going basis. These net investment hedges expose the Company to liquidity risk as the derivatives have an immediate cash flow impact upon maturity, which is not offset by the translation of the underlying hedged equity. The cash flows from these contracts are classified within " Net cash used in investing activities " in the Consolidated Statement of Cash Flows. The Company does not use derivative instruments for trading or speculative purposes. The Company recognizes all derivative instruments on the balance sheet at fair value and its derivative instruments are generally short-term in duration. The derivative instruments do not contain leverage features. The Company is exposed to the risk that counterparties to derivative instruments may fail to meet their contractual obligations. The Company regularly reviews its credit exposure as well as assessing the creditworthiness of its counterparties. See Note 5 for further detail on derivatives. |
Recent Accounting Pronouncements Adopted | 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 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 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 update. 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 update will be applied prospectively. The Company has not early adopted this update. In the third quarter of 2017, the Company performed its annual quantitative goodwill impairment test (see Note 9). Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued a new accounting update 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 update 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 update 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 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 update. 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 FASB has issued an exposure draft, which, if finalized, will allow entities to elect to apply the standard prospectively from the effective date of January 1, 2019. The Company plans to adopt the new standard on January 1, 2019. The Company is in the process of implementing a lease accounting system as well as evaluating the elections the Company may make in implementing the standard. The Company will recognize right-of-use assets and operating lease liabilities in its Consolidated Balance Sheet upon adoption, which will increase its total assets and liabilities (see Note 14 for information related to the Company's operating leases). 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 (1) requires 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 AOCI, (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 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. The Company will adopt this update in the first quarter of 2018. The Company will record an increase of approximately $241 million to retained earnings for the net unrealized gain, net of tax, related to its investment in Ctrip equity securities, with an offsetting adjustment to AOCI as of January 1, 2018. Subsequent changes in fair value of the Company's investment in Ctrip equity securities will be recognized in net income. In addition, the Company elected 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 new 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." This 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 new 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 adopted this new standard on January 1, 2018 and will apply the modified retrospective transition approach to all contracts as of the date of adoption, which means that the financial statements and footnotes will be presented on a historical basis for 2016 and 2017, while 2018 will be reported under this new standard. In addition, 2018 financial information will be disclosed in a separate footnote to the financial statements on a basis consistent with the Company's current accounting. Under this new standard, the timing of revenue recognition for travel reservation services will change. For example, revenue for accommodation reservation services, which is primarily recognized at check-out under the current revenue accounting standard, will change to be recognized at check-in under this new standard. The Company currently expects that this timing change will not have a significant impact to its annual revenues and net income, although the effects on quarterly revenues and net income are expected to be more significant because a meaningful amount of travel typically starts in December each year and is completed in January of the following year. Under this new standard, this revenue will be recognized in the fourth quarter each year rather than the first quarter of the following year. In addition, revenue from Name Your Own Price ® ("NYOP") transactions is currently presented in the Consolidated Statement of Operations on a gross basis with the amount remitted to the travel service provider reported as cost of revenue. Under this new standard, NYOP revenue will be presented on a net basis in merchant revenues because the Company does not control the underlying service provided by the travel service provider prior to its transfer to the consumer. Therefore, NYOP cost of revenue will be presented net within revenues for periods after adoption of this new standard and the Company will no longer present cost of revenues or gross profit in its Consolidated Statements of Operations. Upon adoption of this new standard, billing and cash collections are expected to remain unchanged and, therefore, net cash provided by operating activities as presented in the Consolidated Statement of Cash Flows will not be impacted. During the quarter ended December 31, 2017, the Company completed its testing of the modified and newly implemented internal controls over the new processes required in accordance with the changes under this new standard. The Company will record an increase to retained earnings of approximately $190 million as of January 1, 2018, due to the adoption of this new standard, with the impact principally related to online travel reservation services for accommodations that checked in during the fourth quarter of 2017 and checked out in the first quarter of 2018. |
New Accounting Pronouncements and Changes in Accounting Principles Not Yet Adopted | Recent Accounting Pronouncements Adopted Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the Financial Accounting Standards Board (“FASB”) issued a new accounting update which allows an entity to elect to reclassify “stranded” tax effects in accumulated other comprehensive income (loss) (“AOCI”) to retained earnings. Under current tax accounting guidance, the effect of a change in the income tax rate on deferred tax assets or liabilities is recorded in net income when the tax law is enacted. This guidance applies even in situations in which the tax effect was initially recognized directly in AOCI at the previous tax rate. This accounting results in “stranded” taxes in AOCI for the difference between the new and the historical tax rates. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption for public business entities is permitted if the financial statements have not yet been issued. This update can be applied either in the period of adoption or retrospectively. The Company early adopted this update in the fourth quarter of 2017, resulting in a reclassification, which reduced retained earnings and increased AOCI by $19.0 million . Targeted Improvements to Accounting for Hedging Activities In August 2017, the FASB issued a new accounting update to simplify hedge accounting. This update eliminates the requirement to separately measure and report hedge ineffectiveness and requires the entire change in the fair value of the hedging instrument to be recorded in the currency translation adjustment section of other comprehensive income (loss) for net investment hedges. This update allows entities to perform the initial quantitative assessment of hedging effectiveness prospectively after the hedge designation but no later than the end of the quarter in which the hedge is designated, rather than at hedge inception as currently required. In addition, this update allows entities to elect to perform subsequent effectiveness assessments qualitatively instead of quantitatively if they expect the hedge to be highly effective at inception and in subsequent periods. For public business entities, this update is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods. A modified retrospective approach will be applied to net investment hedges that exist on the date of adoption 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 fourth quarter of 2017 and the adoption did not have an impact on the Consolidated Financial Statements. Scope of Modification Accounting related to Share-based Compensation In May 2017, the FASB issued a new accounting update to amend the scope of modification accounting for share-based compensation arrangements. Under this update, an entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. For public business entities, this update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This update will be applied prospectively to awards modified on or after the effective date or the adoption date, if it is early adopted. The Company early adopted this update in the second quarter of 2017 and the adoption did not have an impact on the Consolidated Financial Statements. Definition of a Business In January 2017, the 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. 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 Consolidated Financial Statements. Intra-entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued a new accounting update on income tax accounting associated with intra-entity transfers of assets other than inventory. This 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 update 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 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 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 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 $61.0 million and $101.5 million for the years ended December 31, 2016 and 2015 , respectively. "Payments for repurchase of common stock" in the Consolidated Statements of Cash Flows includes withholding taxes paid on vested stock awards (see Note 11). |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table reconciles cash, cash equivalents and restricted cash and cash equivalents reported in the Consolidated Balance Sheets to the total amount shown in the Consolidated Statements of Cash Flows (in thousands): December 31, 2017 2016 2015 As included in the Consolidated Balance Sheets: Cash and cash equivalents $ 2,541,604 $ 2,081,075 $ 1,477,265 Restricted cash and cash equivalents included in prepaid expenses and other current assets 21,737 932 806 Total cash, cash equivalents and restricted cash and cash equivalents as shown in the Consolidated Statements of Cash Flows $ 2,563,341 $ 2,082,007 $ 1,478,071 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Activity of unvested restricted stock units and performance share units | The following table summarizes the activity of restricted stock units and performance share units ("share-based awards") during the years ended December 31, 2015 , 2016 and 2017 : Share-based Awards Shares Weighted-average Grant Date Fair Value Unvested at December 31, 2014 570,315 $ 912.26 Granted 198,141 $ 1,226.41 Vested (161,862 ) $ 757.66 Performance Shares Adjustment 64,328 $ 1,238.30 Forfeited/Canceled (33,665 ) $ 1,151.70 Unvested at December 31, 2015 637,257 $ 1,070.10 Granted 202,740 $ 1,314.93 Vested (298,753 ) $ 858.23 Performance Shares Adjustment 52,224 $ 1,294.84 Forfeited/Canceled (77,862 ) $ 1,278.06 Unvested at December 31, 2016 515,606 $ 1,287.88 Granted 174,507 $ 1,740.78 Vested (143,771 ) $ 1,316.26 Performance Shares Adjustment 19,357 $ 1,501.48 Forfeited/Canceled (41,003 ) $ 1,416.09 Unvested at December 31, 2017 524,696 $ 1,431.88 |
Schedule of share-based compensation, stock options, activity | The following table summarizes the activity for stock options during the years ended December 31, 2015 , 2016 and 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, 2014 146,385 $ 380.05 $ 111,277 6.5 Assumed in acquisitions 1,422 $ 230.37 Exercised (52,697 ) $ 355.85 Forfeited (6,006 ) $ 511.87 Balance, December 31, 2015 89,104 $ 383.03 $ 79,474 5.4 Exercised (38,150 ) $ 404.40 Forfeited (1,971 ) $ 241.65 Balance, December 31, 2016 48,983 $ 372.07 $ 53,587 4.4 Exercised (17,359 ) $ 294.45 Forfeited (949 ) $ 837.09 Balance, December 31, 2017 30,675 $ 401.61 $ 40,986 3.9 Vested and exercisable as of December 31, 2017 30,504 $ 398.63 $ 40,848 3.9 Vested and exercisable as of December 31, 2017 and expected to vest thereafter 30,675 $ 401.61 $ 40,986 3.9 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | The following table summarizes, by major security type, the Company's investments as of December 31, 2017 (in thousands): Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: International government securities $ 725,566 $ 246 $ (436 ) $ 725,376 U.S. government securities 996,112 5 (1,999 ) 994,118 Corporate debt securities 3,067,703 449 (4,837 ) 3,063,315 U.S. government agency securities 4,444 — (30 ) 4,414 Commercial paper 72,650 — — 72,650 Total short-term investments $ 4,866,475 $ 700 $ (7,302 ) $ 4,859,873 Long-term investments: International government securities $ 607,000 $ 1,588 $ (678 ) $ 607,910 U.S. government securities 844,910 2 (10,636 ) 834,276 Corporate debt securities 6,689,747 8,399 (41,722 ) 6,656,424 U.S. government agency securities 500 — (6 ) 494 Ctrip convertible debt securities 1,275,000 103,100 (9,600 ) 1,368,500 Ctrip equity securities 655,311 299,697 (1,012 ) 953,996 Total long-term investments $ 10,072,468 $ 412,786 $ (63,654 ) $ 10,421,600 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 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial instruments carried at fair value | Financial assets and liabilities carried at fair value as of December 31, 2017 are classified in the categories described in the tables below (in thousands): Level 1 Level 2 Total ASSETS: Cash and restricted cash equivalents: Money market funds $ 1,895,272 $ — $ 1,895,272 U.S. government securities — 22,265 22,265 Corporate debt securities — 6,674 6,674 Commercial paper — 96,321 96,321 Time deposits 17,896 — 17,896 Short-term investments: International government securities — 725,376 725,376 U.S. government securities — 994,118 994,118 Corporate debt securities — 3,063,315 3,063,315 U.S. government agency securities — 4,414 4,414 Commercial paper — 72,650 72,650 Long-term investments: International government securities — 607,910 607,910 U.S. government securities — 834,276 834,276 Corporate debt securities — 6,656,424 6,656,424 U.S. government agency securities — 494 494 Ctrip convertible debt securities — 1,368,500 1,368,500 Ctrip equity securities 953,996 — 953,996 Derivatives: Currency exchange derivatives — 1,767 1,767 Total assets at fair value $ 2,867,164 $ 14,454,504 $ 17,321,668 Level 1 Level 2 Total LIABILITIES: Currency exchange derivatives $ — $ 127 $ 127 Financial assets and liabilities carried at fair value as of December 31, 2016 are classified in the categories described in the tables 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 |
ACCOUNTS RECEIVABLE RESERVES (T
ACCOUNTS RECEIVABLE RESERVES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Changes in accounts receivable reserves | Changes in accounts receivable reserves consisted of the following (in thousands): For the Year Ended December 31, 2017 2016 2015 Balance, beginning of year $ 25,565 $ 15,014 $ 14,212 Provision charged to expense 62,316 46,241 24,324 Charge-offs and adjustments (51,652 ) (35,233 ) (22,682 ) Currency translation adjustments 3,053 (457 ) (840 ) Balance, end of year $ 39,282 $ 25,565 $ 15,014 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share | A reconciliation of the weighted-average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands): For the Year Ended December 31, 2017 2016 2015 Weighted-average number of basic common shares outstanding 48,994 49,491 50,940 Weighted-average dilutive stock options, restricted stock units and performance share units 295 238 395 Assumed conversion of Convertible Senior Notes 665 334 258 Weighted-average number of diluted common and common equivalent shares outstanding 49,954 50,063 51,593 Anti-dilutive potential common shares 1,864 2,443 2,563 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment at December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Estimated Computer equipment and software $ 769,622 $ 522,675 1 to 5 years Leasehold improvements 198,766 143,191 1 to 15 years Office equipment, furniture and fixtures 46,722 34,176 3 to 10 years Building construction-in-progress 8,388 5,945 Total 1,023,498 705,987 Less: accumulated depreciation (543,417 ) (358,970 ) Property and equipment, net $ 480,081 $ 347,017 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | The Company's intangible assets at December 31, 2017 and 2016 consisted of the following (in thousands): December 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 $ 1,056,660 $ (355,000 ) $ 701,660 $ 809,287 $ (270,813 ) $ 538,474 3 - 20 years 16 years Technology 137,288 (104,478 ) 32,810 112,141 (80,549 ) 31,592 1 - 5 years 5 years Patents 1,623 (1,623 ) — 1,623 (1,598 ) 25 15 years 15 years Internet domain names 42,265 (28,802 ) 13,463 39,495 (25,089 ) 14,406 5 - 20 years 8 years Trade names 1,779,076 (350,447 ) 1,428,629 1,667,221 (261,412 ) 1,405,809 4-20 years 19 years Non-compete agreements 21,900 (21,639 ) 261 21,900 (18,321 ) 3,579 3-4 years 3 years Total intangible assets $ 3,038,812 $ (861,989 ) $ 2,176,823 $ 2,651,667 $ (657,782 ) $ 1,993,885 |
Annual estimated amortization expense for intangible assets for the next five years and thereafter | The annual estimated amortization expense for intangible assets for the next five years and thereafter is expected to be as follows (in thousands): 2018 $ 172,393 2019 160,864 2020 152,868 2021 146,695 2022 143,862 Thereafter 1,400,141 $ 2,176,823 |
Goodwill | A roll-forward of goodwill for the years ended December 31, 2017 and 2016 consisted of the following (in thousands): 2017 2016 Balance, beginning of year $ 2,396,906 $ 3,375,000 Acquisitions 294,200 — Impairment — (940,700 ) Currency translation adjustments 46,565 (37,394 ) Balance, end of year $ 2,737,671 $ 2,396,906 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Outstanding debt as of December 31, 2017 consisted of the following (in thousands): December 31, 2017 Outstanding Principal Amount Unamortized Debt Carrying Value Short-term debt: 1.0% Convertible Senior Notes due March 2018 $ 714,304 $ (3,394 ) $ 710,910 Long-term debt: 0.35% Convertible Senior Notes due June 2020 $ 1,000,000 $ (64,825 ) $ 935,175 0.9% Convertible Senior Notes due September 2021 1,000,000 (83,272 ) 916,728 0.8% (€1 Billion) Senior Notes due March 2022 1,200,800 (6,238 ) 1,194,562 2.15% (€750 Million) Senior Notes due November 2022 900,600 (4,683 ) 895,917 2.75% Senior Notes due March 2023 500,000 (3,203 ) 496,797 2.375% (€1 Billion) Senior Notes due September 2024 1,200,800 (12,240 ) 1,188,560 3.65% Senior Notes due March 2025 500,000 (3,290 ) 496,710 3.6% Senior Notes due June 2026 1,000,000 (6,840 ) 993,160 1.8% (€1 Billion) Senior Notes due March 2027 1,200,800 (5,136 ) 1,195,664 3.55% Senior Notes due March 2028 500,000 (3,485 ) 496,515 Total long-term debt $ 9,003,000 $ (193,212 ) $ 8,809,788 Outstanding debt as of December 31, 2016 consisted of the following (in thousands): December 31, 2016 Outstanding Principal Amount Unamortized Debt 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 |
ACCUMULATED OTHER COMPREHENSI38
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | |
Balances for each classification of accumulated other comprehensive income (loss) | The table below provides the balances for each classification of accumulated other comprehensive income (loss) as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 Foreign currency translation adjustments, net of tax (1) $ (15,700 ) $ (311,247 ) Net unrealized gain on marketable securities, net of tax (2) 252,682 176,563 Accumulated other comprehensive income (loss) $ 236,982 $ (134,684 ) (1) Foreign currency translation adjustments, net of tax, at December 31, 2017 and 2016 , include net losses from fair value adjustments of $35.0 million after tax ( $52.6 million before tax) associated with previously settled derivatives that were designated as net investment hedges (see Note 5 ). Foreign currency translation adjustments, net of tax, include foreign currency transaction losses of $190.4 million after tax ( $237.2 million before tax) and foreign currency transaction gains of $182.6 million after tax ( $310.4 million before tax) at December 31, 2017 and 2016 , respectively, associated with the Company's Euro-denominated debt. The Company's Euro-denominated debt is designated as a hedge against the impact of currency fluctuations on its Euro-denominated net assets (see Note 10 ). The remaining balance in foreign currency translation adjustments relates to cumulative impacts of currency fluctuations on the Company's international non-U.S. Dollar denominated net assets. Prior to the Tax Act, the balance excluded a provision for U.S. federal and state income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States. In accordance with the Tax Act, generally future repatriation of the Company's international cash will not be subject to a U.S. federal income tax liability as a dividend, but will be subject to U.S. state income taxes and international withholding taxes. (2) Net unrealized gains before tax at December 31, 2017 and 2016 were $343.2 million and $185.9 million , respectively, of which unrealized gains of $234.6 million and $148.5 million , respectively, were exempt from tax in the Netherlands, and unrealized gains of $108.6 million and $37.4 million , respectively, were taxable at a 25% tax rate in the Netherlands, resulting in tax charges amounting to $27.1 million and $9.3 million at December 31, 2017 and 2016 , respectively. In 2017, the Company recorded a U.S. deferred tax liability of $63.4 million related to net cumulative unrealized gains associated with certain international investments, which will be subject to U.S. federal and state taxes if the gains are realized. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income tax expense (benefit) | The income tax expense (benefit) for the year ended December 31, 2017 is as follows (in thousands): Current Deferred Total International $ 755,836 $ (10,361 ) $ 745,475 U.S. Federal 1,327,663 (57,350 ) 1,270,313 U.S. State 6,523 35,246 41,769 Total $ 2,090,022 $ (32,465 ) $ 2,057,557 The income tax expense (benefit) for the year ended December 31, 2016 is as follows (in thousands): Current Deferred Total International $ 627,718 $ (14,359 ) $ 613,359 U.S. Federal 63,613 (32,405 ) 31,208 U.S. State (1,175 ) (65,141 ) (66,316 ) Total $ 690,156 $ (111,905 ) $ 578,251 The income tax expense (benefit) for the year ended December 31, 2015 is as follows (in thousands): Current Deferred Total International $ 526,052 $ (17,789 ) $ 508,263 U.S. Federal 88,237 (68,696 ) 19,541 U.S. State 24,006 25,150 49,156 Total $ 638,295 $ (61,335 ) $ 576,960 |
Tax effects of temporary differences that give rise to significant portions of deterred tax assets and liabilities | The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2017 and 2016 are as follows (in thousands): 2017 2016 Deferred tax assets/(liabilities): Net operating loss carryforward — U.S. $ 70,750 $ 15,977 Net operating loss carryforward — International 27,831 18,371 Accrued expenses 57,524 72,631 Stock-based compensation and other stock based payments 48,104 60,937 Euro denominated debt 57,740 — Fixed assets 8,600 — Subtotal - deferred tax assets 270,549 167,916 Discount on convertible notes (32,810 ) (77,845 ) Intangible assets and other (517,353 ) (740,329 ) Euro denominated debt — (117,737 ) Fixed assets — (2,245 ) State income tax on accumulated unremitted international earnings (36,616 ) — Unrealized gain on investments (70,408 ) — Other (9,480 ) (3,958 ) Subtotal - deferred tax liabilities (666,667 ) (942,114 ) Valuation allowance on deferred tax assets (43,694 ) (24,475 ) Net deferred tax liabilities (1) $ (439,812 ) $ (798,673 ) (1) Includes deferred tax assets of $41.3 million and $23.7 million as of December 31, 2017 and 2016 , respectively, reported in "Other assets" in the Consolidated Balance Sheets. |
Schedule of effective income tax rate reconciliation | The effective income tax rate of the Company is different from the amount computed using the expected U.S. statutory federal rate of 35% as a result of the following items (in thousands): 2017 2016 2015 Income tax expense at federal statutory rate $ 1,539,413 $ 949,633 $ 1,094,912 Adjustment due to: Foreign rate differential (458,252 ) (377,542 ) (316,078 ) Innovation Box Tax benefit (397,074 ) (324,633 ) (260,193 ) Impairment of goodwill and cost-method investment — 343,484 — Tax Act - Remeasurement of deferred tax balances (216,572 ) — — Tax Act - U.S. transition tax and other transition impacts 1,562,532 — — Other 27,510 (12,691 ) 58,319 Income tax expense $ 2,057,557 $ 578,251 $ 576,960 |
Reconciliation of unrecognized tax benefits | The following is a reconciliation of the total beginning and ending amount of unrecognized tax benefits (in thousands): 2017 2016 2015 Unrecognized tax benefit — January 1 $ 32,715 $ 42,594 $ 52,356 Gross increases — tax positions in current period 5,119 2,468 3,411 Gross increases — tax positions in prior periods 5,822 859 4,305 Gross decreases — tax positions in prior periods (9,202 ) (217 ) (10,365 ) Reduction due to lapse in statute of limitations (1,009 ) (9,077 ) (7,113 ) Reduction due to settlements during the current period (1,050 ) (3,912 ) — Unrecognized tax benefit — December 31 $ 32,395 $ 32,715 $ 42,594 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum payments for operating leases | he Company does not own any real estate as of December 31, 2017 . Minimum payments for operating leases for office space, data centers and equipment having initial or remaining non-cancellable terms in excess of one year have been translated into U.S. Dollars at the December 31, 2017 spot exchange rates, as applicable, and are as follows (in thousands): 2018 2019 2020 2021 2022 After 2022 Total $ 149,699 $ 141,305 $ 117,258 $ 86,902 $ 54,704 $ 207,603 $ 757,471 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic Information | The Company's geographic information is as follows (in thousands): United States International Total Company The Netherlands Other 2017 Revenues $ 1,619,566 $ 9,540,472 $ 1,521,044 $ 12,681,082 Intangible assets, net 1,790,425 43,703 342,695 2,176,823 Goodwill 1,806,707 254,294 676,670 2,737,671 Other long-lived assets 124,182 253,830 208,154 586,166 2016 Revenues $ 1,680,446 $ 7,783,376 $ 1,279,184 $ 10,743,006 Intangible assets, net 1,918,095 51,317 24,473 1,993,885 Goodwill 1,801,835 228,670 366,401 2,396,906 Other long-lived assets 102,457 195,669 123,485 421,611 2015 Revenues $ 1,817,360 $ 6,205,116 $ 1,201,511 $ 9,223,987 Intangible assets, net 2,052,351 78,027 37,155 2,167,533 Goodwill 2,742,535 232,982 399,483 3,375,000 Other long-lived assets 89,656 138,329 103,142 331,127 |
SELECTED QUARTERLY FINANCIAL 42
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected quarterly financial data (unaudited) | First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2017 Total revenues $ 2,419,404 $ 3,024,556 $ 4,434,029 $ 2,803,093 Gross profit 2,334,235 2,951,814 4,374,553 2,769,943 Net income (loss) (1) 455,623 720,209 1,720,391 (555,458 ) Net income (loss) applicable to common stockholders per basic common share (1) $ 9.26 $ 14.66 $ 35.12 $ (11.41 ) Net income (loss) applicable to common stockholders per diluted common share (1) $ 9.11 $ 14.39 $ 34.43 $ (11.41 ) (1) Includes a provisional tax expense of approximately $1.6 billion related to a one-time transition tax on the mandatory deemed repatriation of accumulated unremitted international earnings and a provisional tax benefit of approximately $217 million related to the remeasurement of the Company’s U.S. deferred tax assets and liabilities, for the fourth quarter of 2017, as a result of the Tax Act (see Note 13). First Quarter Second Quarter Third Quarter Fourth Quarter (In thousands, except per share data) 2016 Total revenues $ 2,148,119 $ 2,555,902 $ 3,690,552 $ 2,348,433 Gross profit 2,019,450 2,429,818 3,589,063 2,276,361 Net income (1) 374,424 580,638 506,017 673,908 Net income applicable to common stockholders per basic common share (1) $ 7.54 $ 11.71 $ 10.24 $ 13.66 Net income applicable to common stockholders per diluted common share (1) $ 7.47 $ 11.60 $ 10.13 $ 13.47 (1) Includes a non-cash charge in the third quarter of 2016 related to an impairment of OpenTable goodwill of $940.7 million , which is not tax deductible (see Note 9). The goodwill impairment charge reduced basic and diluted net income per share for the third quarter of 2016 by $19.03 and $18.82 , respectively. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The purchase price allocations were completed as of December 31, 2017. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in millions): Current assets (1) $ 49.3 Identifiable intangible assets (2) 333.3 Goodwill (3) 288.3 Property and equipment 1.2 Total liabilities (4) (116.6 ) Total consideration $ 555.5 (1) Includes cash acquired of $14.6 million . (2) Acquired definite-lived intangible assets, consisted of distribution agreements of $213.5 million with a weighted-average useful life of 15 years, trade names of $104.4 million with a weighted-average useful life of 13 years and technology of $15.4 million with a weighted-average life of 4 years. (3) Goodwill is not tax deductible. (4) Includes deferred tax liabilities of $70.4 million and third-party senior debt of $15.1 million . |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2018 | Jan. 01, 2017 | Dec. 31, 2014 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cash and cash equivalents | $ 2,541,604 | $ 2,081,075 | $ 1,477,265 | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 2,563,341 | 2,082,007 | 1,478,071 | $ 3,149,494 | ||
Cumulative effect of adoption of accounting standard updates | 280,240 | |||||
Excess tax benefits on stock-based awards and other equity deductions | 0 | 60,986 | 101,508 | |||
Accounting Standards Update 2016-18 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Restricted Cash and Cash Equivalents, Current | 21,737 | 932 | 806 | |||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 2,563,341 | $ 2,082,007 | $ 1,478,071 | |||
Accounting Standards Update 2016-16 | Other Noncurrent Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | $ 6,600 | |||||
Accounting Standards Update 2016-16 | Other Current Assets [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | 3,300 | |||||
Accounting Standards Update 2016-16 | Deferred Income Taxes [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | (5,700) | |||||
Additional Paid-in Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | 8,988 | |||||
Retained Earnings | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | 271,252 | |||||
Retained Earnings | Accounting Standards Update 2018-02 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | $ 19,000 | |||||
Retained Earnings | Accounting Standards Update 2016-16 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | (4,200) | |||||
Retained Earnings | Accounting Standards Update 2016-01 | Forecast | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | $ 241,000 | |||||
Retained Earnings | Accounting Standards Update 2014-09 | Forecast | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | $ 190,000 | |||||
Accounting Standards Update 2016-09, Unrecognized Equity Deductions component | Accounting Standards Update 2016-09 | Deferred Income Taxes [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | 301,400 | |||||
Accounting Standards Update 2016-09, Unrecognized Equity Deductions component | Retained Earnings | Accounting Standards Update 2016-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | 301,400 | |||||
Accounting Standards Update 2016-09, Forfeiture Rate Component [Member] | Accounting Standards Update 2016-09 | Deferred Income Taxes [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | (2,100) | |||||
Accounting Standards Update 2016-09, Forfeiture Rate Component [Member] | Additional Paid-in Capital | Accounting Standards Update 2016-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | 9,000 | |||||
Accounting Standards Update 2016-09, Forfeiture Rate Component [Member] | Retained Earnings | Accounting Standards Update 2016-09 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cumulative effect of adoption of accounting standard updates | $ (6,900) |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) € in Millions, $ in Millions | 12 Months Ended | ||||||||||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Mar. 10, 2017EUR (€) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | Nov. 25, 2015EUR (€) | Mar. 03, 2015EUR (€) | Sep. 23, 2014EUR (€) | |
Accounting Policies [Line Items] | |||||||||||
Accrued compensation liabilities | $ 288.1 | $ 242.6 | |||||||||
Accrued online advertising liabilities | 284.1 | 267.5 | |||||||||
Customer loyalty program liability, current | 104.7 | 84.4 | |||||||||
Land-use rights | $ 50.5 | $ 45.3 | |||||||||
Software Development [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Additions to Capitalized Website Development | $ 80.4 | $ 54.2 | $ 44.2 | ||||||||
0.8% Senior Notes Due March 2022 | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Senior notes face amount | € | € 1,000 | € 1,000 | |||||||||
2.15% Senior Notes Due November 2022 | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Senior notes face amount | € | 750 | € 750 | € 750 | ||||||||
1.8% Senior Notes Due March 2027 | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Senior notes face amount | € | 1,000 | 1,000 | € 1,000 | ||||||||
2.375% Senior Notes Due September 2024 | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Senior notes face amount | € | € 1,000 | € 1,000 | € 1,000 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 260,910 | $ 249,574 | $ 247,395 |
Share-based compensation, cumulative charges for adjustment of the estimated probable outcome on unvested performance awards | 10,600 | 20,700 | 22,600 |
Stock-based compensation cost, non-employee directors | 2,500 | 2,600 | 2,600 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 46,000 | 45,300 | 52,900 |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant term (in years) | 10 years | ||
Stock-based compensation | $ 800 | $ 6,800 | $ 24,900 |
1999 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available to be issued under the plan (in shares) | 2,129,531 | ||
Other plans assumed in acquisitions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available to be issued under the plan (in shares) | 81,304 | ||
Minimum | Awards Other Than Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 1 year | ||
Maximum | Awards Other Than Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years |
STOCK-BASED COMPENSATION (Restr
STOCK-BASED COMPENSATION (Restricted Stock Units and Performance Share Units) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Awards Other Than Options | |||
Share-Based Awards - Shares | |||
Unvested, beginning of period (in shares) | 515,606 | 637,257 | 570,315 |
Granted (in shares) | 174,507 | 202,740 | 198,141 |
Vested (in shares) | (143,771) | (298,753) | (161,862) |
Performance Shares Adjustment (in shares) | 19,357 | 52,224 | 64,328 |
Forfeited (in shares) | (41,003) | (77,862) | (33,665) |
Unvested, end of period (in shares) | 524,696 | 515,606 | 637,257 |
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Unvested at (in dollars per share) | $ 1,287.88 | $ 1,070.10 | $ 912.26 |
Granted (in dollars per share) | 1,740.78 | 1,314.93 | 1,226.41 |
Vested (in dollars per share) | 1,316.26 | 858.23 | 757.66 |
Performance Shares Adjustment (in dollars per share) | 1,501.48 | 1,294.84 | 1,238.30 |
Forfeited (in dollars per share) | 1,416.09 | 1,278.06 | 1,151.70 |
Unvested at (in dollars per share) | $ 1,431.88 | $ 1,287.88 | $ 1,070.10 |
Restricted stock units and performance share units aggregate grant-date fair value | $ 303.8 | $ 266.6 | $ 243 |
Aggregate grant-date fair value of restricted shares, performance share units and restricted stock units vested during the period | 189.2 | $ 256.4 | $ 122.6 |
Total future compensation cost related to unvested share-based awards | $ 349.7 | ||
Total future compensation cost related to unvested share-based awards, expected period of recognition | 1 year 10 months | ||
Restricted Stock Units (RSUs) | |||
Share-Based Awards - Shares | |||
Granted (in shares) | 100,614 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 1,744.95 | ||
Vesting period (in years) | 3 years | ||
Grant date fair value | $ 175.6 | ||
Performance Share Units 2017 Grants | |||
Share-Based Awards - Shares | |||
Granted (in shares) | 73,893 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 1,735.10 | ||
Grant date fair value | $ 128.2 | ||
Estimated number of probable shares to be issued (in shares) | 82,656 | ||
Maximum shares that could be issued (in shares) | 139,190 | ||
Minimum shares that could be issued (in shares) | 56,338 | ||
Performance Share Units 2016 Grants | |||
Share-Based Awards - Shares | |||
Granted (in shares) | 85,735 | ||
Unvested, end of period (in shares) | 70,966 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 1,302.25 | ||
Grant date fair value | $ 111.7 | ||
Estimated number of probable shares to be issued (in shares) | 114,085 | ||
Maximum shares that could be issued (in shares) | 159,876 | ||
Minimum shares that could be issued (in shares) | 42,663 | ||
Performance Share Units 2015 Grants | |||
Share-Based Awards - Shares | |||
Granted (in shares) | 107,623 | ||
Unvested, end of period (in shares) | 70,910 | ||
Share-Based Awards - Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 1,237.53 | ||
Grant date fair value | $ 133.2 | ||
Estimated number of probable shares to be issued (in shares) | 123,930 |
STOCK-BASED COMPENSATION (Sched
STOCK-BASED COMPENSATION (Schedule of Assumed Stock Options) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Vested and exercisable and expected to vest thereafter, net of estimated forfeitures | ||||
Stock-based compensation | $ 260,910 | $ 249,574 | $ 247,395 | |
Employee Stock Option | ||||
Number of Shares | ||||
Balance, (in shares) | 48,983 | 89,104 | 146,385 | |
Assumed in acquisitions (in shares) | 1,422 | |||
Exercised (in shares) | (17,359) | (38,150) | (52,697) | |
Forfeited (in shares) | (949) | (1,971) | (6,006) | |
Balance, (in shares) | 30,675 | 48,983 | 89,104 | 146,385 |
Weighted-average Exercise Price | ||||
Balance, (in dollars per share) | $ 372.07 | $ 383.03 | $ 380.05 | |
Assumed in acquisitions (in dollars per share) | 230.37 | |||
Exercised (in dollars per share) | 294.45 | 404.40 | 355.85 | |
Forfeited (in dollars per share) | 837.09 | 241.65 | 511.87 | |
Balance, (in dollars per share) | $ 401.61 | $ 372.07 | $ 383.03 | $ 380.05 |
Aggregate Intrinsic Value (in thousands) | ||||
Aggregate Intrinsic Value | $ 40,986 | $ 53,587 | $ 79,474 | $ 111,277 |
Weighted Average Remaining Contractual Term | 3 years 11 months | 4 years 5 months | 5 years 5 months | 6 years 6 months |
Vested and exercisable | ||||
Number of Shares | 30,504 | |||
Weighted Average Exercise Price (in dollars per share) | $ 398.63 | |||
Aggregate Intrinsic Value | $ 40,848 | |||
Weighted Average Remaining Contractual Term | 3 years 11 months | |||
Vested and exercisable and expected to vest thereafter, net of estimated forfeitures | ||||
Number of Shares | 30,675 | |||
Weighted Average Exercise Price (in dollars per share) | $ 401.61 | |||
Aggregate Intrinsic Value | $ 40,986 | |||
Weighted Average Remaining Contractual Term | 3 years 11 months | |||
Stock options exercised, total intrinsic value | $ 26,000 | $ 35,100 | $ 46,300 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,515 | 12,180 | 38,689 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 900 | $ 7,600 | $ 24,400 | |
Stock-based compensation | 800 | $ 6,800 | 24,900 | |
Total future compensation cost related to unvested options | $ 100 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 months | |||
Employee Stock Option | Assumed in an acquisition | ||||
Vested and exercisable and expected to vest thereafter, net of estimated forfeitures | ||||
Acquisition date fair value of assumed options | $ 1,400 | |||
Acquisition date fair value per share of assumed stock options | $ 1,015.81 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | Sep. 12, 2016 | Dec. 11, 2015 | May 26, 2015 | Aug. 07, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2017 |
Investments | ||||||||
Weighted maturity of investments | 1 year 5 months | |||||||
Marketable Securities, Realized Gain (Loss) | $ 700 | $ 1,100 | $ 2,200 | |||||
Cost Method Investments | 450,900 | 7,600 | ||||||
Impairment of cost-method investments | 7,597 | 63,208 | $ 0 | |||||
Short-term Investments | ||||||||
Investments | ||||||||
Cost | 4,866,475 | 2,218,640 | ||||||
Gross Unrealized Gains | 700 | 1,397 | ||||||
Gross Unrealized Losses | (7,302) | (1,157) | ||||||
Fair Value | 4,859,873 | 2,218,880 | ||||||
Short-term Investments | International government securities | ||||||||
Investments | ||||||||
Cost | 725,566 | 249,552 | ||||||
Gross Unrealized Gains | 246 | 221 | ||||||
Gross Unrealized Losses | (436) | (89) | ||||||
Fair Value | 725,376 | 249,684 | ||||||
Short-term Investments | U.S. government securities | ||||||||
Investments | ||||||||
Cost | 996,112 | 456,971 | ||||||
Gross Unrealized Gains | 5 | 57 | ||||||
Gross Unrealized Losses | (1,999) | (140) | ||||||
Fair Value | 994,118 | 456,888 | ||||||
Short-term Investments | Corporate debt securities | ||||||||
Investments | ||||||||
Cost | 3,067,703 | 1,510,119 | ||||||
Gross Unrealized Gains | 449 | 1,119 | ||||||
Gross Unrealized Losses | (4,837) | (928) | ||||||
Fair Value | 3,063,315 | 1,510,310 | ||||||
Short-term Investments | U.S. government agency securities | ||||||||
Investments | ||||||||
Cost | 4,444 | |||||||
Gross Unrealized Gains | 0 | |||||||
Gross Unrealized Losses | (30) | |||||||
Fair Value | 4,414 | |||||||
Short-term Investments | Commercial paper | ||||||||
Investments | ||||||||
Cost | 72,650 | 1,998 | ||||||
Gross Unrealized Gains | 0 | 0 | ||||||
Gross Unrealized Losses | 0 | 0 | ||||||
Fair Value | 72,650 | 1,998 | ||||||
Long-term Investments | ||||||||
Investments | ||||||||
Cost | 10,072,468 | 9,407,136 | ||||||
Gross Unrealized Gains | 412,786 | 293,453 | ||||||
Gross Unrealized Losses | (63,654) | (109,522) | ||||||
Fair Value | 10,421,600 | 9,591,067 | ||||||
Long-term Investments | International government securities | ||||||||
Investments | ||||||||
Cost | 607,000 | 655,857 | ||||||
Gross Unrealized Gains | 1,588 | 4,110 | ||||||
Gross Unrealized Losses | (678) | (623) | ||||||
Fair Value | 607,910 | 659,344 | ||||||
Long-term Investments | U.S. government securities | ||||||||
Investments | ||||||||
Cost | 844,910 | 773,718 | ||||||
Gross Unrealized Gains | 2 | 337 | ||||||
Gross Unrealized Losses | (10,636) | (7,463) | ||||||
Fair Value | 834,276 | 766,592 | ||||||
Long-term Investments | Corporate debt securities | ||||||||
Investments | ||||||||
Cost | 6,689,747 | 6,042,271 | ||||||
Gross Unrealized Gains | 8,399 | 9,973 | ||||||
Gross Unrealized Losses | (41,722) | (50,455) | ||||||
Fair Value | 6,656,424 | 6,001,789 | ||||||
Long-term Investments | U.S. government agency securities | ||||||||
Investments | ||||||||
Cost | 500 | 4,979 | ||||||
Gross Unrealized Gains | 0 | 0 | ||||||
Gross Unrealized Losses | (6) | (27) | ||||||
Fair Value | 494 | 4,952 | ||||||
Ctrip.com International, Ltd. | ||||||||
Investments | ||||||||
Debt Investment, Term | 6 years | 10 years | 5 years | 5 years | ||||
Maximum Ownership Percentage in Ctrip | 15.00% | |||||||
Ctrip.com International, Ltd. | Long-term Investments | Ctrip convertible debt securities | ||||||||
Investments | ||||||||
Cost | $ 25,000 | $ 500,000 | $ 250,000 | $ 500,000 | 1,275,000 | 1,275,000 | ||
Gross Unrealized Gains | 103,100 | 65,800 | ||||||
Gross Unrealized Losses | (9,600) | (47,712) | ||||||
Fair Value | 1,368,500 | 1,293,088 | ||||||
Ctrip.com International, Ltd. | Long-term Investments | Ctrip equity securities | ||||||||
Investments | ||||||||
Cost | 655,311 | 655,311 | ||||||
Gross Unrealized Gains | 299,697 | 213,233 | ||||||
Gross Unrealized Losses | (1,012) | (3,242) | ||||||
Fair Value | $ 953,996 | $ 865,302 | ||||||
Meituan-Dianping [Member] | ||||||||
Investments | ||||||||
Cost Method Investments | $ 450,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS: | ||
Cost Method Investments | $ 450,900 | $ 7,600 |
Recurring Basis | ||
ASSETS: | ||
Total assets at fair value | 17,321,668 | 13,055,008 |
Recurring Basis | Level 1 | ||
ASSETS: | ||
Total assets at fair value | 2,867,164 | 1,891,930 |
Recurring Basis | Level 2 | ||
ASSETS: | ||
Total assets at fair value | 14,454,504 | 11,163,078 |
Cash equivalents | Recurring Basis | Money market funds | ||
ASSETS: | ||
Total assets at fair value | 1,895,272 | 977,468 |
Cash equivalents | Recurring Basis | International government securities | ||
ASSETS: | ||
Total assets at fair value | 30,266 | |
Cash equivalents | Recurring Basis | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 22,265 | 176,140 |
Cash equivalents | Recurring Basis | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 6,674 | 9,273 |
Cash equivalents | Recurring Basis | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 96,321 | 1,998 |
Cash equivalents | Recurring Basis | Time deposits | ||
ASSETS: | ||
Total assets at fair value | 17,896 | 49,160 |
Cash equivalents | Recurring Basis | Level 1 | Money market funds | ||
ASSETS: | ||
Total assets at fair value | 1,895,272 | 977,468 |
Cash equivalents | Recurring Basis | Level 1 | International government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | |
Cash equivalents | Recurring Basis | Level 1 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Recurring Basis | Level 1 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Recurring Basis | Level 1 | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Recurring Basis | Level 1 | Time deposits | ||
ASSETS: | ||
Total assets at fair value | 17,896 | 49,160 |
Cash equivalents | Recurring Basis | Level 2 | Money market funds | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Cash equivalents | Recurring Basis | Level 2 | International government securities | ||
ASSETS: | ||
Total assets at fair value | 30,266 | |
Cash equivalents | Recurring Basis | Level 2 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 22,265 | 176,140 |
Cash equivalents | Recurring Basis | Level 2 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 6,674 | 9,273 |
Cash equivalents | Recurring Basis | Level 2 | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 96,321 | 1,998 |
Cash equivalents | Recurring Basis | Level 2 | Time deposits | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Recurring Basis | International government securities | ||
ASSETS: | ||
Total assets at fair value | 725,376 | 249,684 |
Short-term Investments | Recurring Basis | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 994,118 | 456,888 |
Short-term Investments | Recurring Basis | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 3,063,315 | 1,510,310 |
Short-term Investments | Recurring Basis | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 72,650 | 1,998 |
Short-term Investments | Recurring Basis | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 4,414 | |
Short-term Investments | Recurring Basis | Level 1 | International government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Recurring Basis | Level 1 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Recurring Basis | Level 1 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Recurring Basis | Level 1 | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Short-term Investments | Recurring Basis | Level 1 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 0 | |
Short-term Investments | Recurring Basis | Level 2 | International government securities | ||
ASSETS: | ||
Total assets at fair value | 725,376 | 249,684 |
Short-term Investments | Recurring Basis | Level 2 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 994,118 | 456,888 |
Short-term Investments | Recurring Basis | Level 2 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 3,063,315 | 1,510,310 |
Short-term Investments | Recurring Basis | Level 2 | Commercial paper | ||
ASSETS: | ||
Total assets at fair value | 72,650 | 1,998 |
Short-term Investments | Recurring Basis | Level 2 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 4,414 | |
Long-term Investments | Recurring Basis | International government securities | ||
ASSETS: | ||
Total assets at fair value | 607,910 | 659,344 |
Long-term Investments | Recurring Basis | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 834,276 | 766,592 |
Long-term Investments | Recurring Basis | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 6,656,424 | 6,001,789 |
Long-term Investments | Recurring Basis | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 494 | 4,952 |
Long-term Investments | Recurring Basis | Ctrip convertible debt securities | ||
ASSETS: | ||
Total assets at fair value | 1,368,500 | 1,293,088 |
Long-term Investments | Recurring Basis | Ctrip equity securities | ||
ASSETS: | ||
Total assets at fair value | 953,996 | 865,302 |
Long-term Investments | Recurring Basis | Level 1 | International government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Recurring Basis | Level 1 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Recurring Basis | Level 1 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Recurring Basis | Level 1 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Recurring Basis | Level 1 | Ctrip convertible debt securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Long-term Investments | Recurring Basis | Level 1 | Ctrip equity securities | ||
ASSETS: | ||
Total assets at fair value | 953,996 | 865,302 |
Long-term Investments | Recurring Basis | Level 2 | International government securities | ||
ASSETS: | ||
Total assets at fair value | 607,910 | 659,344 |
Long-term Investments | Recurring Basis | Level 2 | U.S. government securities | ||
ASSETS: | ||
Total assets at fair value | 834,276 | 766,592 |
Long-term Investments | Recurring Basis | Level 2 | Corporate debt securities | ||
ASSETS: | ||
Total assets at fair value | 6,656,424 | 6,001,789 |
Long-term Investments | Recurring Basis | Level 2 | U.S. government agency securities | ||
ASSETS: | ||
Total assets at fair value | 494 | 4,952 |
Long-term Investments | Recurring Basis | Level 2 | Ctrip convertible debt securities | ||
ASSETS: | ||
Total assets at fair value | 1,368,500 | 1,293,088 |
Long-term Investments | Recurring Basis | Level 2 | Ctrip equity securities | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Foreign exchange derivatives | Recurring Basis | ||
LIABILITIES: | ||
Total liabilities at fair value | 127 | 1,015 |
Foreign exchange derivatives | Recurring Basis | Level 1 | ||
LIABILITIES: | ||
Total liabilities at fair value | 0 | 0 |
Foreign exchange derivatives | Recurring Basis | Level 2 | ||
LIABILITIES: | ||
Total liabilities at fair value | 127 | 1,015 |
Foreign exchange derivatives | Short-term Investments | Recurring Basis | ||
ASSETS: | ||
Total assets at fair value | 1,767 | 756 |
Foreign exchange derivatives | Short-term Investments | Recurring Basis | Level 1 | ||
ASSETS: | ||
Total assets at fair value | 0 | 0 |
Foreign exchange derivatives | Short-term Investments | Recurring Basis | Level 2 | ||
ASSETS: | ||
Total assets at fair value | $ 1,767 | $ 756 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 12, 2016 | Dec. 11, 2015 | May 26, 2015 | Aug. 07, 2014 | |
Derivatives Not Designated as Hedging Instruments | |||||||
Foreign exchange gains (losses), net of derivative activity | $ (27,200) | $ (13,900) | $ (13,800) | ||||
Derivatives Designated as Hedging Instruments | |||||||
Derivative Instruments in Hedges, Net Investment in Foreign Operations, Assets, Fair Value, Net | 0 | 0 | |||||
Proceeds from foreign currency contracts | 0 | 453,818 | |||||
Foreign Exchange Contracts, Translation Risk | |||||||
Derivatives Not Designated as Hedging Instruments | |||||||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net | 0 | 0 | |||||
Foreign exchange gains (losses) recorded in "Foreign currency transactions and other" | (2,800) | 3,400 | (6,600) | ||||
Foreign Exchange Contracts, Transaction Risk | |||||||
Derivatives Not Designated as Hedging Instruments | |||||||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net | 1,600 | (300) | |||||
Foreign exchange gains (losses) recorded in "Foreign currency transactions and other" | 45,400 | (15,800) | (15,300) | ||||
Foreign exchange derivative assets recorded in "Prepaid expenses and other current assets" | 1,700 | 700 | |||||
Foreign exchange derivative liabilities recorded in "Accrued expenses and other current liabilities" | 100 | 1,000 | |||||
Foreign exchange derivatives | |||||||
Derivatives Not Designated as Hedging Instruments | |||||||
Proceeds for Derivative Instrument Operating Activities | 41,200 | 4,500 | |||||
Payments for Derivative Instrument Operating Activities | 33,900 | ||||||
Derivatives Designated as Hedging Instruments | |||||||
Proceeds from foreign currency contracts | $ 5,200 | ||||||
Long-term Investments | |||||||
Derivatives Designated as Hedging Instruments | |||||||
Ctrip convertible notes | 10,072,468 | 9,407,136 | |||||
Ctrip.com International, Ltd. | |||||||
Derivatives Designated as Hedging Instruments | |||||||
Gain (Loss) on embedded derivative, net | 1,100 | ||||||
Ctrip.com International, Ltd. | Ctrip convertible debt securities | Long-term Investments | |||||||
Derivatives Designated as Hedging Instruments | |||||||
Ctrip convertible notes | 1,275,000 | 1,275,000 | $ 25,000 | $ 500,000 | $ 250,000 | $ 500,000 | |
Embedded derivative fair value | $ 1,800 | $ 1,800 |
ACCOUNTS RECEIVABLE RESERVES (D
ACCOUNTS RECEIVABLE RESERVES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | |||
Balance, beginning of year | $ 25,565 | $ 15,014 | $ 14,212 |
Provision charged to expense | 62,316 | 46,241 | 24,324 |
Charge-offs and adjustments | (51,652) | (35,233) | (22,682) |
Currency translation adjustments | 3,053 | (457) | (840) |
Balance, end of year | $ 39,282 | $ 25,565 | $ 15,014 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | |||
Weighted-average number of basic common shares outstanding | 48,994 | 49,491 | 50,940 |
Weighted-average dilutive stock options, restricted stock units and performance share units | 295 | 238 | 395 |
Assumed conversion of Convertible Senior Notes | 665 | 334 | 258 |
Weighted-average number of diluted common and common equivalent shares outstanding | 49,954 | 50,063 | 51,593 |
Antidultive outstanding stock awards and convertible debt securities | |||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | |||
Anti-dilutive potential common shares | 1,864 | 2,443 | 2,563 |
Convertible Debt | |||
Anti-dilutive Securities Excluded From Computation Of Earnings Per Share | |||
Anti-dilutive potential common shares | 1,400 | 2,000 | 2,100 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,023,498 | $ 705,987 | |
Less: accumulated depreciation | (543,417) | (358,970) | |
Property and equipment, net | 480,081 | 347,017 | |
Depreciation | 187,231 | 140,059 | $ 101,517 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 769,622 | 522,675 | |
Computer equipment and software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 1 year | ||
Computer equipment and software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 198,766 | 143,191 | |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 1 year | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 15 years | ||
Office equipment, furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 46,722 | 34,176 | |
Office equipment, furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 3 years | ||
Office equipment, furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (years) | 10 years | ||
Building construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 8,388 | $ 5,945 |
INTANGIBLE ASSETS AND GOODWIL55
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-lived intangible assets | |||
Gross Carrying Amount | $ 3,038,812 | $ 2,651,667 | |
Accumulated Amortization | (861,989) | (657,782) | |
Net Carrying Amount | 2,176,823 | 1,993,885 | $ 2,167,533 |
Intangible assets amortization expense | 175,543 | 169,076 | $ 170,977 |
Supply and distribution agreements | |||
Finite-lived intangible assets | |||
Gross Carrying Amount | 1,056,660 | 809,287 | |
Accumulated Amortization | (355,000) | (270,813) | |
Net Carrying Amount | $ 701,660 | 538,474 | |
Weighted Average Useful Life | 16 years | ||
Supply and distribution agreements | Minimum | |||
Finite-lived intangible assets | |||
Amortization Period | 3 years | ||
Supply and distribution agreements | Maximum | |||
Finite-lived intangible assets | |||
Amortization Period | 20 years | ||
Technology | |||
Finite-lived intangible assets | |||
Gross Carrying Amount | $ 137,288 | 112,141 | |
Accumulated Amortization | (104,478) | (80,549) | |
Net Carrying Amount | $ 32,810 | 31,592 | |
Weighted Average Useful Life | 5 years | ||
Technology | Minimum | |||
Finite-lived intangible assets | |||
Amortization Period | 1 year | ||
Technology | Maximum | |||
Finite-lived intangible assets | |||
Amortization Period | 5 years | ||
Patents | |||
Finite-lived intangible assets | |||
Gross Carrying Amount | $ 1,623 | 1,623 | |
Accumulated Amortization | (1,623) | (1,598) | |
Net Carrying Amount | $ 0 | 25 | |
Amortization Period | 15 years | ||
Weighted Average Useful Life | 15 years | ||
Internet domain names | |||
Finite-lived intangible assets | |||
Gross Carrying Amount | $ 42,265 | 39,495 | |
Accumulated Amortization | (28,802) | (25,089) | |
Net Carrying Amount | $ 13,463 | 14,406 | |
Weighted Average Useful Life | 8 years | ||
Internet domain names | Minimum | |||
Finite-lived intangible assets | |||
Amortization Period | 5 years | ||
Internet domain names | Maximum | |||
Finite-lived intangible assets | |||
Amortization Period | 20 years | ||
Trade names | |||
Finite-lived intangible assets | |||
Gross Carrying Amount | $ 1,779,076 | 1,667,221 | |
Accumulated Amortization | (350,447) | (261,412) | |
Net Carrying Amount | $ 1,428,629 | 1,405,809 | |
Weighted Average Useful Life | 19 years | ||
Trade names | Minimum | |||
Finite-lived intangible assets | |||
Amortization Period | 4 years | ||
Trade names | Maximum | |||
Finite-lived intangible assets | |||
Amortization Period | 20 years | ||
Non-compete agreements | |||
Finite-lived intangible assets | |||
Gross Carrying Amount | $ 21,900 | 21,900 | |
Accumulated Amortization | (21,639) | (18,321) | |
Net Carrying Amount | $ 261 | $ 3,579 | |
Weighted Average Useful Life | 3 years | ||
Non-compete agreements | Minimum | |||
Finite-lived intangible assets | |||
Amortization Period | 3 years | ||
Non-compete agreements | Maximum | |||
Finite-lived intangible assets | |||
Amortization Period | 4 years |
INTANGIBLE ASSETS AND GOODWIL56
INTANGIBLE ASSETS AND GOODWILL (Finite-lived intangibles) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 172,393 |
2,019 | 160,864 |
2,020 | 152,868 |
2,021 | 146,695 |
2,022 | 143,862 |
Thereafter | 1,400,141 |
Total | $ 2,176,823 |
INTANGIBLE ASSETS AND GOODWIL57
INTANGIBLE ASSETS AND GOODWILL (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Balance, beginning of year | $ 2,396,906 | $ 3,375,000 | |
Acquisitions | 294,200 | 0 | |
Impairment of goodwill | 0 | (940,700) | $ 0 |
Currency translation adjustments | 46,565 | (37,394) | |
Balance, end of year | $ 2,737,671 | $ 2,396,906 | $ 3,375,000 |
INTANGIBLE ASSETS AND GOODWIL58
INTANGIBLE ASSETS AND GOODWILL (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | |
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 0 | $ 940,700 | $ 0 | ||
OpenTable | |||||
Goodwill [Line Items] | |||||
Reporting Unit, Percentage change in fair value year-over-year | 18.00% | ||||
Reporting Unit, Percentage of carrying value in excess of fair value | 6.00% | ||||
Reporting Unit, Percentage of the fair value of implied goodwill in excess of the carrying value of goodwill | 24.00% | ||||
Impairment of goodwill | $ 940,700 | $ 940,700 |
DEBT (Revolving Credit Facility
DEBT (Revolving Credit Facility and Outstanding Debt) (Details) | Jun. 19, 2015USD ($) | Aug. 20, 2014USD ($)Days$ / shares | Oct. 31, 2011USD ($) | May 31, 2013USD ($)Days$ / shares | Mar. 31, 2012USD ($)$ / shares | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Aug. 15, 2017USD ($) | Mar. 10, 2017EUR (€) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | May 23, 2016USD ($) | Nov. 25, 2015EUR (€) | Mar. 13, 2015USD ($) | Mar. 03, 2015EUR (€) | Sep. 23, 2014EUR (€) | Jun. 30, 2013USD ($) | Mar. 31, 2010USD ($)$ / shares |
Debt Instrument | |||||||||||||||||||||||||||
Line of Credit Facility, term (in years) | 5 years | 5 years | |||||||||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 3,800,000 | $ 3,800,000 | |||||||||||||||||||||||||
Write off of Deferred Debt Issuance Cost | $ 400,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | 9,003,000,000 | 6,400,563,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (193,212,000) | (230,041,000) | |||||||||||||||||||||||||
Long-term Debt | 8,809,788,000 | 6,170,522,000 | |||||||||||||||||||||||||
Reclassification of unamortized debt discount from additional paid-in-capital to convertible debt in mezzanine | 2,963,000 | 28,538,000 | |||||||||||||||||||||||||
Payments Related to Conversion of Senior Notes | 285,718,000 | $ 0 | $ 147,629,000 | ||||||||||||||||||||||||
Loss on early extinguishment of debt | 2,366,000 | 0 | 3,000 | ||||||||||||||||||||||||
Amortization of debt discount | 69,734,000 | 68,974,000 | 66,687,000 | ||||||||||||||||||||||||
Convertible Notes | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Interest Expense, Debt | 93,700,000 | 94,500,000 | 92,700,000 | ||||||||||||||||||||||||
Debt Instrument, Coupon Interest Expense | 21,300,000 | 22,500,000 | 22,600,000 | ||||||||||||||||||||||||
Amortization of debt discount | 67,700,000 | 67,500,000 | 65,600,000 | ||||||||||||||||||||||||
Amortization of debt issuance costs included in interest expense | $ 4,700,000 | $ 4,500,000 | $ 4,500,000 | ||||||||||||||||||||||||
Weighted-average effective interest rate during the period | 3.40% | 3.40% | 3.40% | ||||||||||||||||||||||||
Convertible Debt 1.25 Percent Due March 2015 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | $ 13,300,000 | ||||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.25% | ||||||||||||||||||||||||||
Senior notes face amount | $ 575,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 303.06 | ||||||||||||||||||||||||||
Cash repayment of principal amount of convertible debt | $ 37,500,000 | ||||||||||||||||||||||||||
Cash payment of the conversion value in excess of the principal amount | $ 110,100,000 | ||||||||||||||||||||||||||
1.00% Convertible Senior Notes Due March 2018 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | $ 20,900,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | 714,304,000 | 1,000,000,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (3,394,000) | (32,266,000) | |||||||||||||||||||||||||
Short-term Debt | $ 710,910,000 | $ 967,734,000 | |||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||||||||||||||
Reclassification of unamortized debt discount from additional paid-in-capital to convertible debt in mezzanine | $ 3,000,000 | $ 28,500,000 | |||||||||||||||||||||||||
Payments Related to Conversion of Senior Notes | $ 285,700,000 | ||||||||||||||||||||||||||
Conversion of debt (in shares) | shares | 149,780 | ||||||||||||||||||||||||||
Loss on early extinguishment of debt | $ (2,400,000) | ||||||||||||||||||||||||||
Loss on early extinguishment of debt, Net of Tax | (1,500,000) | ||||||||||||||||||||||||||
Senior notes face amount | $ 1,000,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 944.61 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.50% | ||||||||||||||||||||||||||
Debt discount related to convertible notes, net of tax | $ 80,900,000 | ||||||||||||||||||||||||||
Debt discount related to convertible notes, before tax | 135,200,000 | ||||||||||||||||||||||||||
Finance costs related to convertible notes, net of tax | 2,800,000 | ||||||||||||||||||||||||||
0.35% Senior Convertible Notes Due June 2020 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | $ 1,000,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | 1,000,000,000 | 1,000,000,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (64,825,000) | (90,251,000) | |||||||||||||||||||||||||
Long-term Debt | $ 935,175,000 | $ 909,749,000 | |||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% | ||||||||||||||||||||||
Senior notes face amount | $ 1,000,000,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount | $ 20,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1,315.10 | ||||||||||||||||||||||||||
Ratio of closing share price to conversion price as a condition for conversion of convertible 2015 Senior Notes, minimum (as a percent) | 150.00% | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.13% | ||||||||||||||||||||||||||
Debt discount related to convertible notes, net of tax | $ 92,400,000 | ||||||||||||||||||||||||||
Debt discount related to convertible notes, before tax | 154,300,000 | ||||||||||||||||||||||||||
Finance costs related to convertible notes, net of tax | $ 100,000 | ||||||||||||||||||||||||||
Amortization of debt discount | 2,900,000 | $ 2,800,000 | $ 2,700,000 | ||||||||||||||||||||||||
0.9% Senior Convertible Notes Due September 2021 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | $ 11,000,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (83,272,000) | (104,592,000) | |||||||||||||||||||||||||
Long-term Debt | $ 916,728,000 | $ 895,408,000 | |||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 0.90% | 0.90% | 0.90% | 0.90% | 0.90% | ||||||||||||||||||||||
Senior notes face amount | $ 1,000,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2,055.50 | ||||||||||||||||||||||||||
Ratio of closing share price to conversion price as a condition for conversion of convertible 2015 Senior Notes, minimum (as a percent) | 150.00% | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.18% | ||||||||||||||||||||||||||
Debt discount related to convertible notes, net of tax | 82,500,000 | ||||||||||||||||||||||||||
Debt discount related to convertible notes, before tax | 142,900,000 | ||||||||||||||||||||||||||
Finance costs related to convertible notes, net of tax | 1,600,000 | ||||||||||||||||||||||||||
0.8% Senior Notes Due March 2022 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | 5,000,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 1,200,800,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (6,238,000) | ||||||||||||||||||||||||||
Long-term Debt | $ 1,194,562,000 | ||||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 0.80% | 0.80% | 0.80% | ||||||||||||||||||||||||
Senior notes face amount | € | € 1,000,000,000 | € 1,000,000,000 | |||||||||||||||||||||||||
Unamortized Debt Discount | € | € 2,100,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 0.84% | ||||||||||||||||||||||||||
2.15% Senior Notes Due November 2022 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | 3,700,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 900,600,000 | $ 791,063,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (4,683,000) | (5,336,000) | |||||||||||||||||||||||||
Long-term Debt | $ 895,917,000 | $ 785,727,000 | |||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 2.15% | 2.15% | 2.15% | 2.15% | 2.15% | ||||||||||||||||||||||
Senior notes face amount | € | € 750,000,000 | € 750,000,000 | € 750,000,000 | ||||||||||||||||||||||||
Unamortized Debt Discount | € | € 2,200,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.20% | ||||||||||||||||||||||||||
2.75% Senior Notes Due March 2023 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | 2,700,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 500,000,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (3,203,000) | ||||||||||||||||||||||||||
Long-term Debt | $ 496,797,000 | ||||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 2.75% | 2.75% | 2.75% | ||||||||||||||||||||||||
Senior notes face amount | $ 500,000,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount | $ 700,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.78% | ||||||||||||||||||||||||||
2.375% Senior Notes Due September 2024 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | $ 6,500,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 1,200,800,000 | $ 1,054,750,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (12,240,000) | (12,861,000) | |||||||||||||||||||||||||
Long-term Debt | $ 1,188,560,000 | $ 1,041,889,000 | |||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 2.375% | 2.375% | 2.375% | 2.375% | 2.375% | ||||||||||||||||||||||
Senior notes face amount | € | € 1,000,000,000 | € 1,000,000,000 | € 1,000,000,000 | ||||||||||||||||||||||||
Unamortized Debt Discount | € | € 9,400,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.48% | ||||||||||||||||||||||||||
3.65% Senior Notes Due March 2025 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | 3,200,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 500,000,000 | $ 500,000,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (3,290,000) | (3,727,000) | |||||||||||||||||||||||||
Long-term Debt | $ 496,710,000 | $ 496,273,000 | |||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 3.65% | 3.65% | 3.65% | 3.65% | 3.65% | ||||||||||||||||||||||
Senior notes face amount | $ 500,000,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount | $ 1,300,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.68% | ||||||||||||||||||||||||||
3.6% Senior Notes Due June 2026 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | $ 6,200,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (6,840,000) | (7,619,000) | |||||||||||||||||||||||||
Long-term Debt | $ 993,160,000 | $ 992,381,000 | |||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 3.60% | 3.60% | 3.60% | 3.60% | 3.60% | ||||||||||||||||||||||
Senior notes face amount | $ 1,000,000,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount | $ 1,900,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.62% | ||||||||||||||||||||||||||
1.8% Senior Notes Due March 2027 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | 6,300,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 1,200,800,000 | $ 1,054,750,000 | |||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (5,136,000) | (5,655,000) | |||||||||||||||||||||||||
Long-term Debt | $ 1,195,664,000 | $ 1,049,095,000 | |||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.80% | 1.80% | 1.80% | 1.80% | 1.80% | ||||||||||||||||||||||
Senior notes face amount | € | € 1,000,000,000 | € 1,000,000,000 | € 1,000,000,000 | ||||||||||||||||||||||||
Unamortized Debt Discount | € | € 300,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.80% | ||||||||||||||||||||||||||
3.55% Senior Notes Due March 2028 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Payments of debt issuance costs | $ 3,200,000 | ||||||||||||||||||||||||||
Outstanding Principal Amount | $ 500,000,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount and Debt Issuance Cost | (3,485,000) | ||||||||||||||||||||||||||
Long-term Debt | $ 496,515,000 | ||||||||||||||||||||||||||
Interest rate stated percentage (as a percent) | 3.55% | 3.55% | 3.55% | ||||||||||||||||||||||||
Senior notes face amount | $ 500,000,000 | ||||||||||||||||||||||||||
Unamortized Debt Discount | $ 400,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.56% | ||||||||||||||||||||||||||
Minimum | 1.00% Convertible Senior Notes Due March 2018 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | 0 | ||||||||||||||||||||||||||
Minimum | 0.35% Senior Convertible Notes Due June 2020 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Days | 20 | ||||||||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 0 | ||||||||||||||||||||||||||
Minimum | 0.9% Senior Convertible Notes Due September 2021 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Days | 20 | ||||||||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 0 | ||||||||||||||||||||||||||
Maximum | 1.00% Convertible Senior Notes Due March 2018 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 344,000,000 | ||||||||||||||||||||||||||
Maximum | 0.35% Senior Convertible Notes Due June 2020 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Days | 30 | ||||||||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 397,000,000 | ||||||||||||||||||||||||||
Maximum | 0.9% Senior Convertible Notes Due September 2021 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Days | 30 | ||||||||||||||||||||||||||
Additional Payment To Debt Holder Settled In Shares Aggregate Value Of Shares | $ 375,000,000 | ||||||||||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility maximum borrowing capacity | $ 2,000,000,000 | $ 1,000,000,000 | |||||||||||||||||||||||||
Payments of debt issuance costs | $ 4,000,000 | ||||||||||||||||||||||||||
Borrowings outstanding under the revolving credit facility | $ 0 | $ 0 | |||||||||||||||||||||||||
Write off of Deferred Debt Issuance Cost | $ 1,000,000 | ||||||||||||||||||||||||||
Revolving Credit Facility | Minimum | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility commitment fee percentage on undrawn balances | 0.085% | ||||||||||||||||||||||||||
Revolving Credit Facility | Maximum | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility commitment fee percentage on undrawn balances | 0.20% | ||||||||||||||||||||||||||
Revolving Credit Facility | Rate 2C | Minimum | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility interest rate | 0.00% | ||||||||||||||||||||||||||
Revolving Credit Facility | Rate 2C | Maximum | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility interest rate | 0.50% | ||||||||||||||||||||||||||
Letter of Credit | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility maximum borrowing capacity | $ 70,000,000 | ||||||||||||||||||||||||||
Swingline Loans | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility maximum borrowing capacity | $ 50,000,000 | ||||||||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Rate 1 | Minimum | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility interest rate | 0.875% | ||||||||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Rate 1 | Maximum | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility interest rate | 1.50% | ||||||||||||||||||||||||||
Federal Funds Purchased | Revolving Credit Facility | Rate 2B | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility interest rate | 0.50% | ||||||||||||||||||||||||||
One Month LIBOR | Revolving Credit Facility | Rate 2C | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Revolving credit facility interest rate | 1.00% | ||||||||||||||||||||||||||
Level 2 | |||||||||||||||||||||||||||
Debt Instrument | |||||||||||||||||||||||||||
Estimated market value of outstanding senior notes | $ 11,100,000,000 | $ 8,400,000,000 |
DEBT (Other Long-term Debt) (De
DEBT (Other Long-term Debt) (Details) | Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Aug. 15, 2017USD ($) | Jul. 24, 2017USD ($) | Mar. 10, 2017EUR (€) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | May 23, 2016USD ($) | Nov. 25, 2015EUR (€) | Mar. 13, 2015USD ($) | Mar. 03, 2015EUR (€) | Sep. 23, 2014EUR (€) | Mar. 31, 2012USD ($) |
Debt Instrument | ||||||||||||||||||||
Amortization of debt discount | $ 69,734,000 | $ 68,974,000 | $ 66,687,000 | |||||||||||||||||
1.00% Convertible Senior Notes Due March 2018 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | |||||||||||||||
Senior notes face amount | $ 1,000,000,000 | |||||||||||||||||||
Payments of debt issuance costs | $ 20,900,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.50% | |||||||||||||||||||
0.8% Senior Notes Due March 2022 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 0.80% | 0.80% | 0.80% | |||||||||||||||||
Senior notes face amount | € | € 1,000,000,000 | € 1,000,000,000 | ||||||||||||||||||
Unamortized Debt Discount | € | € 2,100,000 | |||||||||||||||||||
Payments of debt issuance costs | 5,000,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 0.84% | |||||||||||||||||||
2.15% Senior Notes Due November 2022 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 2.15% | 2.15% | 2.15% | 2.15% | 2.15% | |||||||||||||||
Senior notes face amount | € | € 750,000,000 | € 750,000,000 | € 750,000,000 | |||||||||||||||||
Unamortized Debt Discount | € | € 2,200,000 | |||||||||||||||||||
Payments of debt issuance costs | 3,700,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.20% | |||||||||||||||||||
2.75% Senior Notes Due March 2023 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 2.75% | 2.75% | 2.75% | |||||||||||||||||
Senior notes face amount | $ 500,000,000 | |||||||||||||||||||
Unamortized Debt Discount | $ 700,000 | |||||||||||||||||||
Payments of debt issuance costs | 2,700,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.78% | |||||||||||||||||||
2.375% Senior Notes Due September 2024 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 2.375% | 2.375% | 2.375% | 2.375% | 2.375% | |||||||||||||||
Senior notes face amount | € | € 1,000,000,000 | € 1,000,000,000 | € 1,000,000,000 | |||||||||||||||||
Unamortized Debt Discount | € | € 9,400,000 | |||||||||||||||||||
Payments of debt issuance costs | $ 6,500,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.48% | |||||||||||||||||||
3.65% Senior Notes Due March 2025 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 3.65% | 3.65% | 3.65% | 3.65% | 3.65% | |||||||||||||||
Senior notes face amount | $ 500,000,000 | |||||||||||||||||||
Unamortized Debt Discount | $ 1,300,000 | |||||||||||||||||||
Payments of debt issuance costs | 3,200,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.68% | |||||||||||||||||||
3.6% Senior Notes Due June 2026 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 3.60% | 3.60% | 3.60% | 3.60% | 3.60% | |||||||||||||||
Senior notes face amount | $ 1,000,000,000 | |||||||||||||||||||
Unamortized Debt Discount | $ 1,900,000 | |||||||||||||||||||
Payments of debt issuance costs | 6,200,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.62% | |||||||||||||||||||
1.8% Senior Notes Due March 2027 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.80% | 1.80% | 1.80% | 1.80% | 1.80% | |||||||||||||||
Senior notes face amount | € | € 1,000,000,000 | € 1,000,000,000 | € 1,000,000,000 | |||||||||||||||||
Unamortized Debt Discount | € | € 300,000 | |||||||||||||||||||
Payments of debt issuance costs | 6,300,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.80% | |||||||||||||||||||
3.55% Senior Notes Due March 2028 | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 3.55% | 3.55% | 3.55% | |||||||||||||||||
Senior notes face amount | $ 500,000,000 | |||||||||||||||||||
Unamortized Debt Discount | $ 400,000 | |||||||||||||||||||
Payments of debt issuance costs | 3,200,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.56% | |||||||||||||||||||
Other Long-term Debt [Member] | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest Expense, Debt | 144,800,000 | 108,000,000 | 61,500,000 | |||||||||||||||||
Debt Instrument, Coupon Interest Expense | 138,900,000 | 104,100,000 | 59,000,000 | |||||||||||||||||
Amortization of debt discount | 2,100,000 | 1,500,000 | 1,100,000 | |||||||||||||||||
Amortization of debt issuance costs included in interest expense | $ 3,800,000 | $ 2,400,000 | $ 1,400,000 | |||||||||||||||||
1% CT Loan Due March 2016 [Member] | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Interest rate stated percentage (as a percent) | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||||||||
Senior notes face amount | $ 2,500,000 | $ 1,500,000 | $ 2,500,000 | |||||||||||||||||
State of Connecticut loan term | 10 years | |||||||||||||||||||
Amount of State of Connecticut loan forgiven | $ 1,000,000 | |||||||||||||||||||
Momondo Group [Member] | ||||||||||||||||||||
Debt Instrument | ||||||||||||||||||||
Debt assumed in acquisition(s) | $ 15,100,000 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 20, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Treasury Stock [Line Items] | |||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 2,400,000 | ||||||
Treasury Stock, Shares, Acquired | 1,025,890 | 762,984 | 2,539,921 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ 1,843,665 | $ 1,028,524 | $ 3,089,055 | ||||
Repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation (in shares) | 57,369 | 127,107 | 65,849 | ||||
Repurchase of common shares to satisfy employee withholding tax obligations related to stock-based compensation | $ 100,100 | $ 167,000 | $ 81,900 | ||||
Payments Related to Tax Withholding for Share-based Compensation | $ 101,400 | $ 165,100 | $ 81,600 | ||||
Treasury stock, shares (in shares) | 14,216,819 | 13,190,929 | |||||
Subsequent Event | |||||||
Treasury Stock [Line Items] | |||||||
Treasury Stock, Shares, Acquired | 185,620 | ||||||
Treasury Stock, Value, Acquired, Cost Method | $ 345,500 | ||||||
Repurchase Program (Q12018) | Subsequent Event | |||||||
Treasury Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 8,000,000 | ||||||
Repurchase Program (Q12016) | |||||||
Treasury Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 3,000,000 | ||||||
Treasury Stock, Shares, Acquired | 968,521 | 635,877 | |||||
Treasury Stock, Value, Acquired, Cost Method | $ 1,700,000 | $ 861,500 | |||||
Treasury Stock Repurchased but unsettled by period end | 10,215 | ||||||
Treasury Stock Repurchased but unsettled by period end, amount | $ 15,000 | ||||||
Repurchase Program (Q12016) | Subsequent Event | |||||||
Treasury Stock [Line Items] | |||||||
Treasury Stock Repurchased but unsettled by period end | 18,217 | ||||||
Treasury Stock Repurchased but unsettled by period end, amount | $ 32,000 | ||||||
Repurchase Program (Q12015 and Q22013) | |||||||
Treasury Stock [Line Items] | |||||||
Treasury Stock, Shares, Acquired | 2,474,072 | ||||||
Treasury Stock, Value, Acquired, Cost Method | $ 3,000,000 | ||||||
Repurchase Program (Q12017) | |||||||
Treasury Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 2,000,000 |
ACCUMULATED OTHER COMPREHENSI62
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total stockholders' equity | $ 11,260,598 | $ 9,820,142 | $ 8,795,469 | $ 8,566,694 |
Tax (benefit) associated with gain (loss) on marketable securities | 81,166 | 15,313 | 1,551 | |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total stockholders' equity | (15,700) | (311,247) | ||
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total stockholders' equity | 252,682 | 176,563 | ||
AOCI before Tax, Attributable to Parent | 343,200 | 185,900 | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total stockholders' equity | 236,982 | (134,684) | $ 244,852 | $ (259,902) |
Net Investment Hedging [Member] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | Euro Senior Notes [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total stockholders' equity | (190,400) | 182,600 | ||
AOCI before Tax, Attributable to Parent | (237,200) | 310,400 | ||
Net Investment Hedging [Member] | Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | Foreign Exchange Forward | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total stockholders' equity | (35,000) | (35,000) | ||
AOCI before Tax, Attributable to Parent | $ (52,600) | (52,600) | ||
The Netherlands | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Statutory rate (as a percent) | 25.00% | |||
The Netherlands | Accumulated Net Investment Gain (Loss) Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
AOCI before Tax, Attributable to Parent, Tax-exempt | $ 234,600 | 148,500 | ||
AOCI before Tax, Attributable to Parent, Taxable | 108,600 | 37,400 | ||
AOCI Tax, Attributable to Parent | 27,100 | $ 9,300 | ||
Domestic Tax Authority | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Tax (benefit) associated with gain (loss) on marketable securities | $ 63,353 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | |
Income Tax Contingency [Line Items] | |||||
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | $ 41,300 | $ 23,700 | |||
International pre-tax income | 4,500,000 | 3,700,000 | $ 3,100,000 | ||
Domestic pre-tax income | (121,600) | (983,100) | 35,400 | ||
Impairment of goodwill | 0 | 940,700 | $ 0 | ||
Transition tax for accumulated foreign earnings, provisional income tax expense (benefit) | 1,600,000 | ||||
Provisional undistributed accumulated earnings of foreign subsidiary | 16,500,000 | ||||
Change In tax rate, deferred tax, provisional income tax expense (benefit) | 217,000 | ||||
Transition Tax for Accumulated Foreign Earnings, Provisional Usage of Net Operating Losses | 204,000 | ||||
Transition Tax for Accumulated Foreign Earnings, Provisional Usage of Tax Credit Carryforwards | 46,000 | ||||
Transition tax for accumulated foreign earnings, provisional liability | 1,300,000 | ||||
Valuation allowance on deferred tax assets | 43,694 | 24,475 | |||
Deferred tax valuation allowance increase/(decrease) | 19,200 | ||||
Cumulative effect of adoption of accounting standard updates | $ 280,240 | ||||
Federal | |||||
Income Tax Contingency [Line Items] | |||||
Statutory rate (as a percent) | 35.00% | ||||
Operating loss carryforwards | $ 180,000 | ||||
State and Local Jurisdiction | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 510,000 | ||||
Foreign Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 180,000 | ||||
Valuation allowance on deferred tax assets | $ 26,800 | ||||
OpenTable | |||||
Income Tax Contingency [Line Items] | |||||
Impairment of goodwill | $ 940,700 | $ 940,700 | |||
Plan | Federal | |||||
Income Tax Contingency [Line Items] | |||||
Statutory rate (as a percent) | 21.00% | ||||
Geographic Distribution, Foreign | |||||
Income Tax Contingency [Line Items] | |||||
International cash and investments | $ 16,200,000 | ||||
Expiration Period between, December 31, 2019 and December 31, 2024 [Member] | Foreign Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Operating loss carryforwards | 86,000 | ||||
Research Tax Credit Carryforward | Domestic Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Tax credit carryforward | 18,000 | ||||
Research credit, capital loss carryforward and state net operating losses [Member] | Domestic Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Valuation allowance on deferred tax assets | 16,900 | ||||
Retained Earnings | |||||
Income Tax Contingency [Line Items] | |||||
Cumulative effect of adoption of accounting standard updates | $ 271,252 | ||||
Retained Earnings | Accounting Standards Update 2016-09 | Accounting Standards Update 2016-09, Unrecognized Equity Deductions component | |||||
Income Tax Contingency [Line Items] | |||||
Cumulative effect of adoption of accounting standard updates | $ 301,400 |
INCOME TAXES (Income Tax expens
INCOME TAXES (Income Tax expense (benefit))(Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
International | $ 755,836 | $ 627,718 | $ 526,052 |
U.S. Federal | 1,327,663 | 63,613 | 88,237 |
U.S. State | 6,523 | (1,175) | 24,006 |
Total | 2,090,022 | 690,156 | 638,295 |
Deferred | |||
International | (10,361) | (14,359) | (17,789) |
U.S. Federal | (57,350) | (32,405) | (68,696) |
U.S. State | 35,246 | (65,141) | 25,150 |
Total | (32,465) | (111,905) | (61,335) |
Total | |||
International | 745,475 | 613,359 | 508,263 |
U.S. Federal | 1,270,313 | 31,208 | 19,541 |
U.S. State | 41,769 | (66,316) | 49,156 |
Income tax expense | $ 2,057,557 | $ 578,251 | $ 576,960 |
INCOME TAXES (Net deferred tax
INCOME TAXES (Net deferred tax Assets/(Liabilities)) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred tax assets/(liabilities): | |||
Net operating loss carryforward — U.S. | $ 70,750 | $ 15,977 | |
Net operating loss carryforward — International | 27,831 | 18,371 | |
Accrued expenses | 57,524 | 72,631 | |
Stock-based compensation and other stock based payments | 48,104 | 60,937 | |
Euro denominated debt | 57,740 | 0 | |
Fixed assets | 8,600 | 0 | |
Subtotal - deferred tax assets | 270,549 | 167,916 | |
Discount on convertible notes | (32,810) | (77,845) | |
Intangible assets and other | (517,353) | (740,329) | |
Euro denominated debt | 0 | (117,737) | |
Fixed assets | 0 | (2,245) | |
State income tax on accumulated unremitted international earnings | (36,616) | 0 | |
Unrealized gain on investments | (70,408) | 0 | |
Other | (9,480) | (3,958) | |
Subtotal - deferred tax liabilities | (666,667) | (942,114) | |
Valuation allowance on deferred tax assets | (43,694) | (24,475) | |
Net deferred tax assets (liabilities) | [1] | $ (439,812) | $ (798,673) |
[1] | (1) Includes deferred tax assets of $41.3 million and $23.7 million as of December 31, 2017 and 2016, respectively, reported in "Other assets" in the Consolidated Balance Sheets. |
INCOME TAXES (Effective Income
INCOME TAXES (Effective Income Tax Rate Reconciliation and Income Tax Contingencies) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of effective income tax rate and amount computed using expected U.S. statutory federal rate | |||
Income tax expense at federal statutory rate | $ 1,539,413 | $ 949,633 | $ 1,094,912 |
Adjustment due to: | |||
Foreign rate differential | (458,252) | (377,542) | (316,078) |
Innovation Box Tax benefit | (397,074) | (324,633) | (260,193) |
Impairment of goodwill and cost-method investment | 0 | 343,484 | 0 |
Tax Act - Remeasurement of deferred tax balances | (216,572) | 0 | 0 |
Tax Act - U.S. transition tax and other transition impacts | 1,562,532 | 0 | 0 |
Other | 27,510 | (12,691) | 58,319 |
Income tax expense | 2,057,557 | 578,251 | 576,960 |
Unrecognized tax benefits | |||
Unrecognized tax benefit — January 1 | 32,715 | 42,594 | 52,356 |
Gross increases — tax positions in current period | 5,119 | 2,468 | 3,411 |
Gross increases — tax positions in prior periods | 5,822 | 859 | 4,305 |
Gross decreases — tax positions in prior periods | (9,202) | (217) | (10,365) |
Reduction due to lapse in statute of limitations | (1,009) | (9,077) | (7,113) |
Reduction due to settlements during the current period | (1,050) | (3,912) | 0 |
Unrecognized tax benefit — December 31 | $ 32,395 | $ 32,715 | $ 42,594 |
The Netherlands | |||
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate at Innovation Box Tax Rate | 5.00% | ||
Statutory rate (as a percent) | 25.00% | ||
Plan | The Netherlands | |||
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate at Innovation Box Tax Rate | 7.00% |
COMMITMENTS AND CONTINGENCIES67
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 31, 2017USD ($) | Dec. 31, 2017USD ($)Cases | Dec. 31, 2017EUR (€)country | Dec. 31, 2017USD ($)Casescountry | Dec. 31, 2016USD ($) | |
Travel Transaction Taxes | |||||
Pricing Parity Working Group | country | 10 | 10 | |||
Employment Contracts [Abstract] | |||||
Maximum cash severance payments provided for in the employment agreements | $ 23.3 | ||||
Extension period for health and insurance benefits after termination, high end of range (in years) | 2 years | 2 years | |||
Litigation Related to Hotel Occupany and Other Taxes | |||||
Travel Transaction Taxes | |||||
Loss Contingency Number of Lawsuits | Cases | 20 | 20 | |||
Reserve for the potential resolution of issues related to travel transaction taxes (in dollars) | $ 12 | $ 12 | $ 27 | ||
Reversal of travel transaction tax liability based on rulings | 12 | ||||
French Tax Audit [Member] | |||||
Travel Transaction Taxes | |||||
Assessed taxes including interest and penalties (in dollars) | € | € 356 | ||||
HAWAII | Litigation Related to Hotel Occupany and Other Taxes | |||||
Travel Transaction Taxes | |||||
Payment required to appeal a litigation matter | $ 13.1 | ||||
IBM patent case [Member] | |||||
Travel Transaction Taxes | |||||
Litigation Settlement, Expense | $ 19.3 |
COMMITMENTS AND CONTINGENCIES B
COMMITMENTS AND CONTINGENCIES Building Construction (Details) $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2016EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2018EUR (€) | |
Other Commitments [Line Items] | |||||
Acquisition of land use rights | $ | $ 0 | $ 48,494 | $ 0 | ||
Payments for building construction | $ | $ 287,805 | $ 219,889 | $ 173,915 | ||
Headquarters | Booking.com | |||||
Other Commitments [Line Items] | |||||
Booking.com campus obligations | € 270 | ||||
Units of account | 2 | ||||
Payments to developer for land-use rights and building construction | € 48 | ||||
Acquisition of land use rights | 43 | ||||
Payments for building construction | 5 | ||||
Ground Lease | Headquarters | Booking.com | |||||
Other Commitments [Line Items] | |||||
Booking.com campus obligations | € 60 | ||||
Term of lease | 49 years | ||||
Subsequent Event | Headquarters | Booking.com | |||||
Other Commitments [Line Items] | |||||
Booking.com campus obligations | € 34 |
COMMITMENTS AND CONTINGENCIES O
COMMITMENTS AND CONTINGENCIES Operating Leases (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Operating Lease, Types [Line Items] | |||
2,018 | $ 149,699 | ||
2,019 | 141,305 | ||
2,020 | 117,258 | ||
2,021 | 86,902 | ||
2,022 | 54,704 | ||
After 2,022 | 207,603 | ||
Total | 757,471 | ||
Office Leases [Member] | |||
Operating Lease, Types [Line Items] | |||
Operating Leases, Rent Expense, Net | 96,100 | $ 77,300 | $ 64,800 |
Data Center Space, Leases [Member] | |||
Operating Lease, Types [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 23,700 | $ 22,200 | $ 21,600 |
Norwalk, Connecticut [Member] | Parent Company [Member] | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 90,000 | ||
Amsterdam, Netherlands [Member] | Booking.com | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 258,000 | ||
Stamford, Connecticut [Member] | KAYAK | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 18,000 | ||
Bangkok, Thailand [Member] | agoda | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 144,000 | ||
San Francisco, California [Member] | OpenTable | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 60,000 | ||
Manchester, England [Member] | Rentalcars.com | |||
Operating Lease, Types [Line Items] | |||
Area of Real Estate Property | ft² | 45,000 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retirement Benefits [Abstract] | |||
Defined Contribution Plan, Cost | $ 14.5 | $ 10.2 | $ 8.4 |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Geographic Information | |||||||||||
Revenues | $ 2,803,093 | $ 4,434,029 | $ 3,024,556 | $ 2,419,404 | $ 2,348,433 | $ 3,690,552 | $ 2,555,902 | $ 2,148,119 | $ 12,681,082 | $ 10,743,006 | $ 9,223,987 |
Intangible assets, net | 2,176,823 | 1,993,885 | 2,176,823 | 1,993,885 | 2,167,533 | ||||||
Goodwill | 2,737,671 | 2,396,906 | 2,737,671 | 2,396,906 | 3,375,000 | ||||||
Other long-lived assets | 586,166 | 421,611 | 586,166 | 421,611 | 331,127 | ||||||
United States | |||||||||||
Geographic Information | |||||||||||
Revenues | 1,619,566 | 1,680,446 | 1,817,360 | ||||||||
Intangible assets, net | 1,790,425 | 1,918,095 | 1,790,425 | 1,918,095 | 2,052,351 | ||||||
Goodwill | 1,806,707 | 1,801,835 | 1,806,707 | 1,801,835 | 2,742,535 | ||||||
Other long-lived assets | 124,182 | 102,457 | 124,182 | 102,457 | 89,656 | ||||||
The Netherlands | |||||||||||
Geographic Information | |||||||||||
Revenues | 9,540,472 | 7,783,376 | 6,205,116 | ||||||||
Intangible assets, net | 43,703 | 51,317 | 43,703 | 51,317 | 78,027 | ||||||
Goodwill | 254,294 | 228,670 | 254,294 | 228,670 | 232,982 | ||||||
Other long-lived assets | 253,830 | 195,669 | 253,830 | 195,669 | 138,329 | ||||||
Other | |||||||||||
Geographic Information | |||||||||||
Revenues | 1,521,044 | 1,279,184 | 1,201,511 | ||||||||
Intangible assets, net | 342,695 | 24,473 | 342,695 | 24,473 | 37,155 | ||||||
Goodwill | 676,670 | 366,401 | 676,670 | 366,401 | 399,483 | ||||||
Other long-lived assets | $ 208,154 | $ 123,485 | $ 208,154 | $ 123,485 | $ 103,142 |
SELECTED QUARTERLY FINANCIAL 72
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Impairment Effects on Earnings Per Share [Line Items] | |||||||||||||
Impairment of goodwill | $ 0 | $ 940,700 | $ 0 | ||||||||||
Impairment Effect on Earnings Per Share, Basic | $ 19.03 | ||||||||||||
Impairment Effect on Earnings Per Share, Diluted | $ 18.82 | ||||||||||||
Total revenues | $ 2,803,093 | $ 4,434,029 | $ 3,024,556 | $ 2,419,404 | $ 2,348,433 | $ 3,690,552 | $ 2,555,902 | $ 2,148,119 | 12,681,082 | 10,743,006 | 9,223,987 | ||
Gross profit | 2,769,943 | 4,374,553 | 2,951,814 | 2,334,235 | 2,276,361 | 3,589,063 | 2,429,818 | 2,019,450 | 12,430,545 | 10,314,692 | 8,591,807 | ||
Net income | $ (555,458) | [1] | $ 1,720,391 | $ 720,209 | $ 455,623 | $ 673,908 | $ 506,017 | [2] | $ 580,638 | $ 374,424 | $ 2,340,765 | $ 2,134,987 | $ 2,551,360 |
Net income applicable to common stockholders per basic common share | $ (11.41) | [1] | $ 35.12 | $ 14.66 | $ 9.26 | $ 13.66 | $ 10.24 | [2] | $ 11.71 | $ 7.54 | $ 47.78 | $ 43.14 | $ 50.09 |
Net income applicable to common stockholders per diluted common share | $ (11.41) | [1] | $ 34.43 | $ 14.39 | $ 9.11 | $ 13.47 | $ 10.13 | [2] | $ 11.60 | $ 7.47 | $ 46.86 | $ 42.65 | $ 49.45 |
Transition tax for accumulated foreign earnings, provisional income tax expense (benefit) | $ 1,600,000 | ||||||||||||
Change In tax rate, deferred tax, provisional income tax expense (benefit) | $ 217,000 | ||||||||||||
OpenTable | |||||||||||||
Impairment Effects on Earnings Per Share [Line Items] | |||||||||||||
Impairment of goodwill | $ 940,700 | $ 940,700 | |||||||||||
[1] | (1) Includes a provisional tax expense of approximately $1.6 billion related to a one-time transition tax on the mandatory deemed repatriation of accumulated unremitted international earnings and a provisional tax benefit of approximately $217 million related to the remeasurement of the Company’s U.S. deferred tax assets and liabilities, for the fourth quarter of 2017, as a result of the Tax Act (see Note 13). | ||||||||||||
[2] | (1) Includes a non-cash charge in the third quarter of 2016 related to an impairment of OpenTable goodwill of $940.7 million, which is not tax deductible (see Note 9). The goodwill impairment charge reduced basic and diluted net income per share for the third quarter of 2016 by $19.03 and $18.82, respectively. |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Jul. 24, 2017 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,737,671,000 | $ 3,375,000,000 | $ 2,396,906,000 | ||
Deferred tax liability established as a result of identifiable intangible assets acquired | 517,353,000 | 740,329,000 | |||
Acquisition related costs | 5,100,000 | ||||
Business Combination, Contingent Consideration, Liability | $ 10,700,000 | ||||
Cash paid to settle contingent consideration | 18,400,000 | ||||
Cash paid to settle contingent consideration, financing activities | 10,700,000 | ||||
Cash paid to settle contingent consideration, operating activities | 7,700,000 | ||||
Momondo Group [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 555,500,000 | ||||
Current assets | 49,300,000 | ||||
Identifiable intangible assets | 333,300,000 | ||||
Goodwill | 288,300,000 | ||||
Property and equipment | 1,200,000 | ||||
Total liabilities | (116,600,000) | ||||
Purchase price, total consideration | 555,500,000 | ||||
Cash Acquired from Acquisition | 14,600,000 | ||||
Deferred tax liability established as a result of identifiable intangible assets acquired | 70,400,000 | ||||
Debt assumed in acquisition(s) | 15,100,000 | ||||
Series of Individually Immaterial Business Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 75,000,000 | ||||
Business Combination, Contingent Consideration, Liability | 9,000,000 | $ 9,000,000 | |||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 90,000,000 | ||||
Supply and distribution agreements | Momondo Group [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | $ 213,500,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
Trade names | Momondo Group [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | $ 104,400,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | ||||
Technology | Momondo Group [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets | $ 15,400,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years |