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FAIR VALUE MEASUREMENTS
9 Months Ended
Sep. 30, 2017
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS
 
Financial assets and liabilities carried at fair value as of September 30, 2017 are classified in the tables below in the categories described below (in thousands): 
 
 
Level 1
 
Level 2
 
Total
ASSETS:
 
 

 
 

 
 

Cash equivalents:
 
 
 
 
 
 
Money market funds
 
$
2,013,334

 
$

 
$
2,013,334

International government securities
 

 
21,308

 
21,308

U.S. government securities
 

 
27,625

 
27,625

Corporate debt securities
 

 
15,397

 
15,397

Commercial paper
 

 
77,319

 
77,319

U.S. government agency securities
 

 
4,800

 
4,800

Time deposits
 
4,532

 

 
4,532

Short-term investments:
 
 

 
 

 
 

International government securities
 

 
691,142

 
691,142

U.S. government securities
 

 
843,660

 
843,660

Corporate debt securities
 

 
2,818,228

 
2,818,228

Commercial paper
 

 
53,998

 
53,998

Long-term investments:
 
 
 
 
 
 
International government securities
 

 
593,508

 
593,508

U.S. government securities
 

 
1,003,786

 
1,003,786

Corporate debt securities
 

 
6,858,554

 
6,858,554

U.S. government agency securities
 

 
4,927

 
4,927

Ctrip convertible debt securities
 

 
1,512,638

 
1,512,638

Ctrip equity securities
 
1,140,901

 

 
1,140,901

Derivatives:
 
 
 
 
 
 
Currency exchange derivatives
 

 
80

 
80

Total assets at fair value
 
$
3,158,767

 
$
14,526,970

 
$
17,685,737

 
 
 
Level 1
 
Level 2
 
Total
LIABILITIES:
 
 

 
 

 
 

Currency exchange derivatives
 
$

 
$
1,693

 
$
1,693

 


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

 
$

 
$
977,468

International government securities
 

 
30,266

 
30,266

U.S. government securities
 

 
176,140

 
176,140

Corporate debt securities
 

 
9,273

 
9,273

Commercial paper
 

 
1,998

 
1,998

Time deposits
 
49,160

 

 
49,160

Short-term investments:
 
 
 
 
 
 
International government securities
 

 
249,684

 
249,684

U.S. government securities
 

 
456,888

 
456,888

Corporate debt securities
 

 
1,510,310

 
1,510,310

Commercial paper
 

 
1,998

 
1,998

Long-term investments:
 
 
 
 
 
 
International government securities
 

 
659,344

 
659,344

U.S. government securities
 

 
766,592

 
766,592

Corporate debt securities
 

 
6,001,789

 
6,001,789

U.S. government agency securities
 

 
4,952

 
4,952

Ctrip convertible debt securities
 

 
1,293,088

 
1,293,088

Ctrip equity securities
 
865,302

 

 
865,302

Derivatives:
 
 
 
 
 
 
Currency exchange derivatives
 

 
756

 
756

Total assets at fair value
 
$
1,891,930

 
$
11,163,078

 
$
13,055,008

 
 
 
Level 1
 
Level 2
 
Total
LIABILITIES:
 
 

 
 

 
 

Currency exchange derivatives
 
$

 
$
1,015

 
$
1,015


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

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

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

Investments in corporate debt securities, U.S. and international government securities, commercial paper, government agency securities and convertible debt securities are considered "Level 2" valuations because the Company has access to quoted prices, but does not have visibility to the volume and frequency of trading for all of these investments.  For the Company's investments, a market approach is used for recurring fair value measurements and the valuation techniques use inputs that are observable, or can be corroborated by observable data, in an active marketplace. 
 
The Company's derivative instruments are valued using pricing models.  Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curves, option volatility and currency rates. Derivatives are considered "Level 2" fair value measurements. The Company's derivative instruments are typically short-term in nature.
 
As of September 30, 2017 and December 31, 2016, the Company's cash consisted of bank deposits.  Other financial assets and liabilities, including restricted cash, accounts receivable, accounts payable, accrued expenses and deferred merchant bookings are carried at cost which approximates their fair value because of the short-term nature of these items.  At September 30, 2017 and December 31, 2016, the Company held investments in equity securities of private companies of $8.2 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 7 for the estimated fair value of the Company's outstanding Senior Notes and Note 11 for the Company's contingent liabilities associated with business acquisitions.
 
In the normal course of business, the Company is exposed to the impact of foreign currency fluctuations.  The Company limits these risks by following established risk management policies and procedures, including the use of derivatives.  The Company does not use derivatives for trading or speculative purposes.  All derivative instruments are recognized in the Unaudited Consolidated Balance Sheets at fair value.  Gains and losses resulting from changes in the fair value of derivative instruments that are not designated as hedging instruments for accounting purposes are recognized in the Unaudited Consolidated Statements of Operations in the period that the changes occur.  Changes in the fair value of derivatives designated as net investment hedges are recorded as foreign currency translation adjustments to offset a portion of the foreign currency translation adjustment from Euro-denominated net assets held by certain subsidiaries and are recognized in the Unaudited Consolidated Balance Sheets in "Accumulated other comprehensive income (loss)."
 
Derivatives Not Designated as Hedging Instruments — The Company is exposed to adverse movements in currency exchange rates as the operating results of its international operations are translated from local currency into U.S. Dollars upon consolidation.  The Company enters into average-rate derivative contracts to hedge translation 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 September 30, 2017 and December 31, 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 $1.1 million and $1.3 million for the three and nine months ended September 30, 2017, respectively, and are recorded in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations. The impact of foreign exchange fluctuations was insignificant for the three and nine months ended September 30, 2016.

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 September 30, 2017 associated with foreign currency transaction risks resulted in a net liability of $1.6 million, with a liability in the amount of $1.7 million recorded in "Accrued expenses and other current liabilities" and an asset in the amount of $0.1 million recorded in "Prepaid expenses and other current assets" in the Unaudited 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 Unaudited Consolidated Balance Sheet. Derivatives associated with these transaction risks resulted in foreign currency gains of $10.7 million and $38.3 million for the three and nine months ended September 30, 2017, respectively, and foreign currency gains of $5.0 million and $21.0 million for the three and nine months ended September 30, 2016, respectively. These mark-to-market adjustments on the derivative contracts, offset by the effect of changes in currency exchange rates on transactions denominated in currencies other than the functional currency, resulted in net losses of $7.6 million and $18.7 million for the three and nine months ended September 30, 2017, respectively, compared to net losses of $3.6 million and $10.6 million for the three and nine months ended September 30, 2016, respectively. The net impacts related to these derivatives are recorded in "Foreign currency transactions and other" in the Unaudited Consolidated Statements of Operations.

The settlement of derivative contracts not designated as hedging instruments resulted in net cash inflows of $38.2 million and $34.3 million for the nine months ended September 30, 2017 and 2016, respectively, and are reported within "Net cash provided by operating activities" in the Unaudited Consolidated Statements of Cash Flows.
 
Embedded Derivative — In September 2016, the Company invested $25 million in a Ctrip convertible note (see Note 4). The Company determined that the conversion option for this note met the definition of an embedded derivative. At September 30, 2017 and December 31, 2016, the embedded derivative had an estimated fair value of $3.5 million and $1.8 million, respectively, and is reported in the Unaudited 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 three and nine months ended September 30, 2017 was a loss of $0.3 million and a gain of $1.7 million, respectively, which is included in "Foreign currency transactions and other" in the Company's Unaudited Consolidated Statement of Operations.