Acquisitions and Other Investments (Tables)

12 Months Ended

Dec. 31, 2017

During 2017, we completed several business combinations, one of which we made an initial investment in during 2015. The following summarizes the preliminary aggregate purchase price allocation for these acquisitions, in thousands:



Goodwill	$	123,915
Intangibles with definite lives ⁽¹⁾	75,894
Net assets and non-controlling interests acquired ⁽²⁾	14,595
Deferred tax liabilities	(20,834		)
Total⁽³⁾	$	193,570

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(1)	Acquired intangible assets with definite lives have a weighted average useful life of 3.8 years.


(2)	Includes cash acquired of $5 million.


(3)	The total purchase price includes noncash consideration of $10 million related to the removal of a cost method investment upon our acquisition of a controlling interest as well as $8 million related to replacement stock awards attributable to pre-acquisition service, with the remainder paid in cash during the period.

HomeAway

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation

The following summarizes the final allocation of the purchase price for HomeAway, in thousands:



Cash	$	900,281
Other current assets⁽¹⁾	54,372
Long-term assets	90,890
Intangible assets with definite lives⁽²⁾	533,279
Intangible assets with indefinite lives⁽³⁾	239,200
Goodwill	2,613,151
Deferred revenue	(181,837		)
Other current liabilities	(109,581		)
Debt	(401,580		)
Other long-term liabilities	(30,989		)
Deferred tax liabilities, net	(144,857		)
Total	$	3,562,329

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(1)	Gross accounts receivable was $24 million, of which $1 million was estimated to be uncollectible.


(2)	Acquired definite-lived intangible assets primarily consist of supplier relationships, customer relationships and developed technology assets with average lives ranging from less than one to ten years and a weighted average useful life of 5.2 years.


(3)	Acquired indefinite-lived intangible assets primarily consist of trade names and trademarks.

The aggregate purchase consideration for HomeAway is as follows, in thousands:



Fair value of shares of Expedia common stock issued to HomeAway stockholders and equity award holders	$	2,515,755
Cash consideration paid to HomeAway stockholders and equity award holders	1,027,061
Replacement restricted stock units and stock options attributable to pre-acquisition service	19,513
Total purchase consideration	$	3,562,329

Orbitz Worldwide, Inc.

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation

The following summarizes the final allocation of the purchase price for Orbitz, in thousands:



Cash consideration for shares	$	1,362,362
Settlement of Orbitz debt	432,231
Replacement restricted stock units attributable to pre-acquisition service	16,717
Other consideration	2,214
Total purchase consideration	$	1,813,524

Cash	$	194,515
Accounts receivable, net⁽¹⁾	150,187
Other current assets	33,727
Long-term assets	114,800
Intangible assets with definite lives⁽²⁾	515,003
Intangible assets with indefinite lives⁽³⁾	166,800
Goodwill	1,444,307
Current liabilities	(636,169		)
Other long-term liabilities	(54,599		)
Deferred tax liabilities, net	(115,047		)
Total	$	1,813,524

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(1)	Gross accounts receivable was $157 million, of which $7 million was estimated to be uncollectible.


(2)	Acquired definite-lived intangible assets primarily consist of customer relationship assets, developed technology assets and partner relationship assets with estimated useful lives ranging from less than one to ten years with a weighted average life of 6.0 years.


(3)	Acquired indefinite-lived intangible assets primarily consist of trade names and trademarks.

Home Away Inc. and Orbitz Worldwide, Inc.

Business Acquisition [Line Items]

Supplemental Pro Forma Information

Supplemental information on an unaudited combined pro forma basis, as if the HomeAway and Orbitz acquisitions had been consummated on January 1, 2014, is presented as follows, in thousands:



	Year Ended December 31, 2015
Revenue	$	7,838,863
Net income attributable to Expedia, Inc.	816,634

Other Acquisitions During Period

Business Acquisition [Line Items]

Schedule of Purchase Price Allocation

The following summarizes the allocation of the purchase price for the 2015 acquisitions, excluding HomeAway and Orbitz, in thousands:



Goodwill	$	196,431
Intangible assets with indefinite lives	163,400
Intangible assets with definite lives⁽¹⁾	146,126
Net assets and non-controlling interests acquired⁽²⁾	(23,366		)
Deferred tax liabilities	(7,910		)
Total⁽³⁾	$	474,681

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(1)	Acquired definite-lived intangible assets primarily consist of customer relationship, reacquired right and supplier relationship assets and have estimated useful lives of between four and ten years with a weighted average life of 5.8 years.


(2)	Includes cash acquired of $41 million.


(3)	The total purchase price includes noncash consideration of $99 million related to an equity method investment, which is currently consolidated upon our acquisition of a controlling interest, as discussed above, with the remainder paid in cash during the period.