Notes to Consolidated Financial Statements
September 30, 2018
(Unaudited)
Note 1 – Basis of Presentation
Description of Business
Expedia Group, Inc. and its subsidiaries (formerly "Expedia, Inc.") provide travel services to leisure and corporate travelers in the United States and abroad as well as various media and advertising offerings to travel and non-travel advertisers. These travel services are offered through a diversified portfolio of brands including: Brand Expedia
®
, Hotels.com
®
, Expedia
®
Partner Solutions, Egencia
®
, trivago
®
, HomeAway
®, VRBO®,
Orbitz
®
, Travelocity
®
, Wotif
®
, lastminute.com.au
®
, ebookers
®,
CheapTickets
®,
Hotwire
®
, Classic Vacations
®
, CarRentals.com
TM
, Expedia Local Expert
®
, Expedia
®
CruiseShipCenters
®
, SilverRail Technologies, Inc.
TM
, ALICE
®
and Traveldoo
®
. In addition, many of these brands have related international points of sale. We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in these consolidated financial statements.
Basis of Presentation
These accompanying financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited consolidated financial statements include Expedia Group, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We have eliminated significant intercompany transactions and accounts.
We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended
December 31, 2017
, previously filed with the Securities and Exchange Commission. trivago is a separately listed company on the Nasdaq Global Select Market and, therefore is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group.
Accounting Estimates
We use estimates and assumptions in the preparation of our interim unaudited consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our interim unaudited consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our interim unaudited consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments.
Reclassifications
We have reclassified certain amounts related to our prior period results to conform to our current period presentation.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our vacation rental business. Historically, HomeAway has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and
Notes to Consolidated Financial Statements – (Continued)
marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The continued growth of our international operations, advertising business or a change in our product mix, including the growth of HomeAway, may influence the typical trend of the seasonality in the future, and there may also be business or market driven dynamics that result in short-term impacts to revenue or profitability that differ from the typical seasonal trends, including trivago's recent changing marketplace dynamics.
Note 2 – Summary of Significant Accounting Policies
Recently Adopted Accounting Policies
Revenue from Contracts with Customers.
As of January 1, 2018, we adopted the Accounting Standards Updates ("ASU") amending revenue recognition guidance using the modified retrospective method for all contracts reflecting the aggregate effect of modifications prior to the date of adoption. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported under the accounting standards in effect for those periods.
The new guidance impacted our loyalty program accounting as we are no longer permitted to use the incremental cost method when recording the financial impact of rewards earned in conjunction with our traveler loyalty programs. Instead, we re-value our liability using a relative fair value approach and now record our loyalty liability as a component of deferred merchant bookings. Additionally, due to the new definition of variable consideration, we are required to estimate and record certain variable payments, primarily volume commissions, earlier than previously recorded. Both modifications resulted in cumulative-effect adjustments to opening retained earnings, with an insignificant change to revenue on a go-forward basis. The new guidance also results in insignificant changes in the timing and classification of certain other revenue streams, including the reclassification of air distribution fees from net revenue to cost of revenue. For a comprehensive discussion of our updated revenue recognition policy, refer to the
Significant Accounting Policies-Revenue Recognition
disclosure below.
Upon adoption, we recognized a cumulative effect of applying the new revenue guidance as a reduction to the opening balance of retained earnings of
$11 million
(
$8 million
net of tax) comprised of
changes in the accounting for our loyalty program of
$49 million
(
$38 million
net of tax) as well as other immaterial adjustments of
$2 million
(
$1 million
net of tax), partially offset by the impact of estimating variable consideration of
$40 million
(
$31 million
net of tax). The impact of the new guidance to our consolidated financial statements was not meaningful as of
September 30, 2018
and for the
three and nine
months ended
September 30, 2018
.
The cumulative effect of the revenue accounting changes made to our consolidated balance sheet as of January 1, 2018 were as follows:
|
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|
|
|
|
Balance at December 31, 2017
|
|
Adjustments
|
|
Balance at January 1, 2018
|
|
|
(in millions)
|
|
Current and long-term assets:
|
|
|
|
|
|
|
Accounts receivable, net
|
$
|
1,866
|
|
|
$
|
(40
|
)
|
|
$
|
1,826
|
|
|
Prepaid expenses and other current assets
|
269
|
|
|
(1
|
)
|
|
268
|
|
|
Long-term investments and other assets
|
845
|
|
|
(3
|
)
|
|
842
|
|
|
Current and long-term liabilities:
|
|
|
|
|
|
|
Deferred merchant bookings
|
3,219
|
|
|
619
|
|
|
3,838
|
|
|
Accrued expenses and other current liabilities
|
1,265
|
|
|
(564
|
)
|
|
701
|
|
|
Deferred income taxes
|
329
|
|
|
(3
|
)
|
|
326
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
Retained earnings
|
331
|
|
|
(8
|
)
|
|
323
|
|
Recognition and Measurement of Financial Instruments.
As of January 1, 2018, we adopted the new guidance related to accounting for equity investments and financial liabilities under the fair value option. The most significant impact to the Company of this new guidance was with respect to the requirement that minority equity investments with readily determinable fair values, such as our investment in Despegar.com, Corp ("Despegar"), must be carried at fair value with changes in fair value recorded through net income. Previously, such investment was designated as available for sale and was recorded at fair value with changes in fair value recorded through other comprehensive income (loss). In addition, we elected to prospectively account for minority investments without readily determinable fair values at cost, with observable price changes reflected
Notes to Consolidated Financial Statements – (Continued)
through net income. Upon adoption, we reclassified
$7 million
related to the unrealized loss, net of tax, of Despegar from accumulated other comprehensive income (loss) (“AOCI”) with a corresponding decrease to retained earnings. See
Note 3 – Fair Value Measurements
for further information on Despegar as well as our minority investments without readily determinable fair values.
Statement of Cash Flows.
As of January 1, 2018, we adopted the new guidance related to the statement of cash flows, which clarified how companies present and classify certain cash receipts and cash payments as well as amended previous guidance to address the classification and presentation of changes in restricted cash in the statement of cash flows. Upon adoption, we retrospectively adjusted the prior periods presented in our consolidated statement of cash flows, which resulted in a slight working capital benefit in prepaid expenses and other assets within operating activities for the
nine months ended September 30, 2017
. Refer to the
Significant Accounting Policies-Restricted Cash and Cash Equivalents
section below for a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported in our consolidated balance sheets to the total shown in our consolidated statement of cash flows.
Intra-entity Transfers of Assets Other Than Inventory.
As of January 1, 2018, we adopted the new guidance amending the accounting for income taxes associated with intra-entity transfers of assets other than inventory. This new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs rather than our historical practice to defer and amortize the tax consequences over a specified period of time. As a result of the adoption, we reduced retained earnings by approximately
$26 million
, reduced long-term investments and other assets by approximately
$31 million
and increased deferred tax assets by approximately
$5 million
related to the unrecognized income tax effects of asset transfers that occurred prior to adoption.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.
In February 2018, the Financial Accounting Standards Board (“FASB”) issued new guidance that allows an entity to elect to reclassify “stranded” tax effects in AOCI to retained earnings to address concerns related to accounting for certain provisions of the Tax Cuts and Jobs Act ("the Tax Act") enacted in December 2017. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted.
We elected to early adopt the new guidance during the first quarter of 2018, which resulted in the reclassification of the income tax effect of the Tax Act from AOCI to retained earnings in order to reflect the tax effects of items within AOCI at the appropriate tax rate. As a result, we reclassified approximately
$10 million
as an increase in retained earnings and a reduction to AOCI as of January 1, 2018. Our policy is to release income tax effects from AOCI based on the tax effects of amounts reclassified from AOCI to pre-tax income (loss) from continuing operations. Any remaining tax effect in AOCI is released following a portfolio approach.
Definition of a Business.
As of January 1, 2018, we prospectively adopted the ASU clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Upon adoption, the standard impacts how we assess future acquisitions (or disposals) of assets or businesses.
Non-employee Share-Based Payment Arrangements.
In June 2018, the FASB issued new guidance related to accounting for share-based payments with non-employees. The updated guidance substantially aligns the accounting requirements of share-based payment awards to non-employees with those of employees. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted.
We elected to early adopt the new guidance in the second quarter of 2018, which requires us to reflect any adjustments as of January 1, 2018, the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the change in the measurement objective and the associated measurement date for all non-employee share-based payment awards to the grant-date fair value. Prior to adoption, non-employee awards were measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever could be more reliably measured. Additionally, the measurement date was previously determined by the earlier of the date at which either (1) a commitment for performance by the non-employee to earn the equity instruments was reached or (2) the non-employee’s performance was complete. Typically, the measurement date was delayed until performance was complete, which led to the non-employee awards being remeasured or “marked to market” each reporting period until they were vested. The adoption of this new guidance did not have a material impact on our consolidated financial statements for the three and nine months ended September 30, 2018.
Notes to Consolidated Financial Statements – (Continued)
Recent Accounting Policies Not Yet Adopted
Leases.
In February 2016, the FASB issued new guidance related to accounting and reporting guidelines for leasing arrangements. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. We will adopt this guidance on January 1, 2019 and expect to elect certain available practical expedients under the transition guidance. Additionally, we plan to elect the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and do not plan to restate prior periods. We are in the process of evaluating the impact of adopting this new guidance, including implementing changes to our systems and processes in conjunction with our review of existing lease agreements. We currently expect the most significant impact of this new standard will be the recognition of the right-of-use assets and operating lease liabilities on our consolidated balance sheet upon adoption for real estate operating leases as well as the related financial statement disclosures.
Hedge Accounting.
In August 2017, the FASB amended the existing accounting guidance for hedge accounting. The amendments require expanded hedge accounting for both non-financial and financial risk components and refine the measurement of hedge results to better reflect an entity's hedging strategies. The new guidance also amends the presentation and disclosure requirements on a prospective basis as well as changes how entities assess hedge effectiveness. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. The new guidance must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements.
Measurement of Credit Losses on Financial Instruments.
In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Cloud Computing Arrangements.
In August 2018, the FASB issued new guidance on the accounting for implementation costs incurred for a cloud computing arrangement that is a service contract. The update conforms the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting guidance that provides for capitalization of costs incurred to develop or obtain internal-use-software. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Fair Value Measurements.
In August 2018, the FASB issued new guidance related to the disclosure requirements on fair value measurements, which removes, modifies or adds certain disclosures. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements disclosures.
Significant Accounting Policies
Below are the significant accounting policies updated during 2018 as a result of the recently adopted accounting policies noted above. For a comprehensive description of our accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2017.
Revenue Recognition
We recognize revenue upon transfer of control of our promised services in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
For our primary transaction-based revenue sources, discussed below, we have determined net presentation (that is, the amount billed to a traveler less the amount paid to a supplier) is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying travel services and we do not control the service provided by the supplier to the traveler. We exclude all taxes assessed by a government authority, if any, from the measurement of transaction
Notes to Consolidated Financial Statements – (Continued)
prices that are imposed on our travel related services or collected by the Company from customers (which are therefore excluded from revenue).
The following table disaggregates our revenue by major source:
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|
Three months ended
|
|
Nine months ended
|
|
|
September 30, 2018
|
|
September 30, 2018
|
|
|
(in millions)
|
|
Business Model:
|
|
|
|
|
Merchant
|
$
|
1,688
|
|
|
$
|
4,554
|
|
|
Agency
|
876
|
|
|
2,311
|
|
|
Advertising and media
|
302
|
|
|
858
|
|
|
HomeAway
|
410
|
|
|
941
|
|
|
Total revenue
|
$
|
3,276
|
|
|
$
|
8,664
|
|
|
Service Type:
|
|
|
|
|
Lodging
|
$
|
2,347
|
|
|
$
|
5,951
|
|
|
Air
|
209
|
|
|
674
|
|
|
Advertising and media
|
302
|
|
|
858
|
|
|
Other
(1)
|
418
|
|
|
1,181
|
|
|
Total revenue
|
$
|
3,276
|
|
|
$
|
8,664
|
|
___________________________________
|
|
|
|
(1)
|
Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material.
|
We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model.
Under the merchant model, we facilitate the booking of hotel rooms, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings.
Under the agency model, we pass reservations booked by the traveler to the relevant travel supplier and the travel supplier serves as the merchant of record for such bookings. We receive commissions or ticketing fees from the travel supplier and/or traveler. For certain agency airline, hotel and car transactions, we also receive fees through global distribution systems (“GDS”) that provide the computer systems through which the travel supplier inventory is made available and through which reservations are booked.
Under the advertising model, we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on trivago and our transaction-based websites.
Our HomeAway business facilitates vacation rental bookings and provides listing and other ancillary services to property owners and managers.
The nature of our travel booking service performance obligations vary based on the travel service with differences primarily related to the degree to which we provide post booking services to the traveler and the timing when rights and obligations are triggered in our underlying supplier agreements. We consider both the traveler and travel supplier as our customers.
Lodging.
Our lodging revenue is comprised of revenue recognized under the merchant, agency and HomeAway business models.
Merchant Hotel.
We provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk. Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation. We record the payment in deferred merchant bookings until the stayed night occurs, at which point we recognize the revenue, net of amounts paid to suppliers, as this is when our performance obligation is satisfied. In certain nonrefundable, nonchangeable transactions where we have no significant post booking services (primarily opaque hotel offerings), we record revenue when the traveler completes the transaction on our website, less a reserve for chargebacks and cancellations based on historical experience. Payments to suppliers are generally due within 30 days of check-in or stay. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our accrued supplier payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not
Notes to Consolidated Financial Statements – (Continued)
probable that we will be required to pay the supplier, based on historical experience. Cancellation fees are collected and remitted to the supplier, if applicable.
Agency Hotel.
We generally record agency revenue from the hotel when the stayed night occurs as we provide post booking services to the traveler and, thus consider the stay as when our performance obligation is satisfied. We record an allowance for cancellations on this revenue based on historical experience.
HomeAway.
HomeAway’s lodging revenue is generally earned on a pay-per-booking or pay-per-subscription basis. Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate HomeAway for facilitating bookings with travelers. Under pay-per booking arrangements, each booking is a separate contract as listings are typically cancelable at any time and the related revenue, net of amounts paid to property owners, is recognized at check in, which is the point in time when our service to the traveler is complete. In pay-per-subscription contracts, property owners or managers purchase in advance online advertising services related to the listing of their properties for rent over a fixed term (typically one year). As the performance obligation is the listing service and is provided to the property owner or manager over the life of the listing period, the pay-per-subscription revenue is recognized on a straight-line basis over the listing period.
HomeAway also charges a traveler service fee at the time of booking. The service fee charged to travelers provides compensation for HomeAway’s services, including but not limited to the use of HomeAway's website and a “Book with Confidence Guarantee” providing travelers with comprehensive payment protection and 24/7 traveler support. The performance obligation is to facilitate the booking of a property and assist travelers up to their check in process and, as such, the traveler service fee revenue is recognized at check-in. Revenue from other ancillary vacation rental services or products are recorded either upon delivery or when we provide the service.
Merchant and Agency Air.
We record revenue on air transactions when the traveler books the transaction, as we do not provide significant post booking services to the traveler and payments due to and from air carriers are typically due at the time of ticketing. We record a reserve for chargebacks and cancellations at the time of the transaction based on historical experience. In certain transactions, the GDS collects commissions from our suppliers and passes these commissions to us, net of their fees. Therefore, we view payments through the GDS as commissions from suppliers and record these commissions in net revenue. Fees paid to the GDS as compensation for their role in processing transactions are recorded as cost of revenue.
Advertising
and Media
.
We record revenue from click-through fees charged to our travel partners for leads sent to the travel partners’ websites. We record revenue from click-through fees after the traveler makes the click-through to the related travel partners’ websites. We record revenue for advertising placements ratably over the advertising period or upon delivery of advertising impressions, depending on the terms of the contract. Payments from advertisers are generally due within 30 days of invoicing.
Other.
Other primarily includes transaction revenue for booking services related to products such as car, cruise and destination services under the agency business model. We generally record the related revenue when the travel occurs, as in most cases we provide post booking services and this is when our performance obligation is complete. Additionally, no rights or obligations are triggered in our supplier agreements until the travel occurs. We record an allowance for cancellations on this revenue based on historical experience. In addition, other also includes travel insurance products primarily under the merchant model, for which revenue is recorded at the time the transaction is booked.
Packages.
Packages assembled by travelers through the packaging functionality on our websites generally include a merchant hotel component and some combination of an air, car or destination services component. The individual package components are accounted for as separate performance obligations and recognized in accordance with our revenue recognition policies stated above.
As described in
Note 9 – Segment Information
, our reportable segments are Core Online Travel Agencies (“Core OTA”), trivago, HomeAway and Egencia. Our Core OTA segment generates revenue from the merchant, agency and advertising and media business models as well as all service types. trivago segment revenue is primarily generated through advertising and media. All HomeAway revenue is within the lodging service type. Our Egencia segment generates revenue from similar business models and service types to Core OTA applied to the corporate traveler with the majority being agency revenue.
Deferred Merchant Bookings.
We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At January 1, 2018,
$3.219 billion
of cash advance cash payments was reported within deferred merchant bookings,
$2.877 billion
of which was recognized resulting in
$419 million
of revenue during the
nine months ended September 30, 2018
. At
September 30, 2018
, the related balance was
$4.100 billion
.
Travelers enrolled in our internally administered traveler loyalty rewards programs earn points for each eligible booking made which can be redeemed for free or discounted future bookings. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 30 Brand Expedia websites. Orbitz Rewards allows travelers to earn Orbucks
SM
, the currency of Orbitz Rewards, on flights, hotels and vacation packages and
Notes to Consolidated Financial Statements – (Continued)
instantly redeem those Orbucks on future bookings at various hotels worldwide. As travelers accumulate points towards free travel products, we defer the relative standalone selling price of earned points, net of expected breakage, as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet. In order to estimate the standalone selling price of the underlying services on which points can be redeemed for all loyalty programs, we use an adjusted market assessment approach and consider the redemption values expected from the traveler. We then estimate the number of rewards that will not be redeemed based on historical activity in our members' accounts as well as statistical modeling techniques. Revenue is recognized when we have satisfied our performance obligation relating to the points, that is when the travel service purchased with the loyalty award is satisfied. The majority of rewards expected to be redeemed are recognized within
one
to
two
years of being earned. At January 1, 2018,
$619 million
of deferred loyalty rewards was reported within deferred merchant bookings,
$531 million
of which was recognized as revenue during the
nine months ended September 30, 2018
. At
September 30, 2018
, the related balance was
$695 million
.
Deferred Revenue.
Deferred revenue primarily consists of HomeAway's traveler service fees received on bookings where we are not merchant of record due to the use of a third party payment processor, unearned subscription revenue as well as deferred advertising revenue. At January 1, 2018,
$326 million
was recorded as deferred revenue,
$287 million
of which was recognized as revenue during the
nine months ended September 30, 2018
. At
September 30, 2018
, the related balance was
$346 million
.
Practical Expedients and Exemptions.
We have used the portfolio approach to account for our loyalty points as the rewards programs share similar characteristics within each program in relation to the value provided to the traveler and their breakage patterns. Using this portfolio approach is not expected to differ materially from applying the guidance to individual contracts. However, we will continue to assess and refine, if necessary, how a portfolio within each rewards program is defined.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Restricted Cash and Cash Equivalents
Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to certain traveler deposits and to a lesser extent collateral for office leases. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:
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|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2018
|
|
December 31,
2017
|
|
|
(in millions)
|
|
Cash and cash equivalents
|
$
|
2,920
|
|
|
$
|
2,847
|
|
|
Restricted cash and cash equivalents
|
186
|
|
|
69
|
|
|
Restricted cash included within long-term investments and other assets
|
3
|
|
|
1
|
|
|
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow
|
$
|
3,109
|
|
|
$
|
2,917
|
|
Notes to Consolidated Financial Statements – (Continued)
Note 3 – Fair Value Measurements
Financial assets and liabilities measured at fair value on a recurring basis as of
September 30, 2018
are classified using the fair value hierarchy in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
|
(In millions)
|
|
Assets
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
Money market funds
|
$
|
39
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
Time deposits
|
761
|
|
|
—
|
|
|
761
|
|
|
Derivatives:
|
|
|
|
|
|
|
Foreign currency forward contracts
|
23
|
|
|
—
|
|
|
23
|
|
|
Investments:
|
|
|
|
|
|
|
Time deposits
|
458
|
|
|
—
|
|
|
458
|
|
|
Marketable equity securities
|
161
|
|
|
161
|
|
|
—
|
|
|
Total assets
|
$
|
1,442
|
|
|
$
|
200
|
|
|
$
|
1,242
|
|
Financial assets measured at fair value on a recurring basis as of
December 31, 2017
are classified using the fair value hierarchy in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
|
(In millions)
|
|
Assets
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
Money market funds
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
Time deposits
|
552
|
|
|
—
|
|
|
552
|
|
|
Derivatives:
|
|
|
|
|
|
|
Foreign currency forward contracts
|
6
|
|
|
—
|
|
|
6
|
|
|
Investments:
|
|
|
|
|
|
|
Time deposits
|
469
|
|
|
—
|
|
|
469
|
|
|
Marketable equity securities
|
263
|
|
|
263
|
|
|
—
|
|
|
Total assets
|
$
|
1,306
|
|
|
$
|
279
|
|
|
$
|
1,027
|
|
We classify our cash equivalents and investments within Level 1 and Level 2 as we value our cash equivalents and investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Valuation of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, a Level 2 input.
As of
September 30, 2018
and
December 31, 2017
, our cash and cash equivalents consisted primarily of prime institutional money market funds with maturities of three months or less, time deposits as well as bank account balances.
We also hold time deposit investments with financial institutions. Time deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments.
Our marketable equity securities consist of our investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets. During the
nine months ended
September 30, 2018
, we recognized a loss of approximately
$102 million
within other, net in our consolidated statements of operations related to the fair value changes of this equity investment. As of
December 31, 2017
, prior to our adoption of the new guidance for recognition and measurement of financial instruments, the cost basis was
$273 million
and related gross unrealized loss was
$9 million
.
Notes to Consolidated Financial Statements – (Continued)
Derivative instruments are carried at fair value on our consolidated balance sheets. We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. Our foreign currency forward contracts are typically short-term and, as they do not qualify for hedge accounting treatment, we classify the changes in their fair value in other, net. As of
September 30, 2018
, we were party to outstanding forward contracts hedging our liability and revenue exposures with a total net notional value of
$3 billion
. We had a net forward asset of
$23 million
and
$6 million
recorded in prepaid expenses and other current assets as of
September 30, 2018
and
December 31, 2017
. We recorded
$3 million
and
$(11) million
in net gains (losses) from foreign currency forward contracts during the
three months ended
September 30, 2018
and
2017
as well as
$51 million
and
$(2) million
in net gains (losses) during the
nine months ended September 30, 2018
and
2017
.
Assets Measured at Fair Value on a Non-recurring Basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. We measure our minority investments that do not have readily determinable fair values at cost less impairment, adjusted by observable price changes with changes recorded within other, net on our consolidated statements of operations.
Goodwill.
During the nine months ended September 30, 2018, we recognized a goodwill impairment charge of
$61 million
related to our Core OTA segment, which resulted from sustained under-performance and a less optimistic outlook related to one of our reporting units during the second quarter of 2018. As a result, we concluded that sufficient indicators existed to require us to perform an interim quantitative assessment of goodwill for that reporting unit as of June 30, 2018 in which we compared the fair value of the reporting unit to its carrying value. The fair value was estimated based on a blended analysis of the present value of future discounted cash flows and market value approach, Level 3 inputs. The significant estimates used in the discounted cash flows model included our weighted average cost of capital, projected cash flows and the long-term rate of growth. Our assumptions were based on the actual historical performance of the reporting unit and took into account a recent weakening of operating results and implied risk premiums based on market prices of our equity and debt as of the assessment date. Our significant estimates in the market approach model included identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as the goodwill impairment charge in the current period. As of September 30, 2018, the applicable reporting unit's remaining goodwill was
$25 million
.
Minority Investments without Readily Determinable Fair Values.
As of
September 30, 2018
and
December 31, 2017
, the carrying values of our minority investments without readily determinable fair values totaled
$374 million
and
$371 million
. During the
three and nine
months ended
September 30, 2018
, we had no material gains or losses recognized related to these minority investments. During the nine months ended September 30, 2017, we recorded
$14 million
in net losses related to minority investments, which included
$6 million
in other-than-temporary impairments during the first six months of 2017 as well as a loss recognized on the liquidation of an investment of
$9 million
during the third quarter of 2017.
Note 4 – Debt
The following table sets forth our outstanding debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2018
|
|
December 31,
2017
|
|
|
(In millions)
|
|
7.456% senior notes due 2018
|
$
|
—
|
|
|
$
|
500
|
|
|
5.95% senior notes due 2020
|
748
|
|
|
748
|
|
|
2.5% (€650 million) senior notes due 2022
|
750
|
|
|
775
|
|
|
4.5% senior notes due 2024
|
496
|
|
|
495
|
|
|
5.0% senior notes due 2026
|
742
|
|
|
741
|
|
|
3.8% senior notes due 2028
|
991
|
|
|
990
|
|
|
Total debt
(1)
|
3,727
|
|
|
4,249
|
|
|
Current maturities of long-term debt
|
—
|
|
|
(500
|
)
|
|
Long-term debt, excluding current maturities
|
$
|
3,727
|
|
|
$
|
3,749
|
|
_______________
Notes to Consolidated Financial Statements – (Continued)
|
|
|
|
(1)
|
Net of applicable discounts and debt issuance costs.
|
Current Maturities of Long-term Debt
In August 2018, our
$500 million
in registered senior unsecured notes that bore interest at
7.456%
(the “
7.456%
Notes”) matured and the balance was repaid.
Long-term Debt
Our
$750 million
in registered senior unsecured notes outstanding at
September 30, 2018
are due in August 2020 and bear interest at
5.95%
(the “
5.95%
Notes”). The
5.95%
Notes were issued at
99.893%
of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the
5.95%
Notes at a redemption price of
100%
of the principal plus accrued interest, plus a “make-whole” premium, in whole or in part.
Our Euro
650 million
in registered senior unsecured notes outstanding at
September 30, 2018
are due in June 2022 and bear interest at
2.5%
(the “
2.5%
Notes”). The
2.5%
Notes were issued at
99.525%
of par resulting in a discount, which is being amortized over their life. Interest is payable annually in arrears in June of each year. We may redeem the
2.5%
Notes at our option, at whole or in part, at any time or from time to time. If we elect to redeem the 2.5% Notes prior to March 3, 2022, we may redeem them at a specified “make-whole” premium. If we elect to redeem the
2.5%
Notes on or after March 3, 2022, we may redeem them at a redemption price of
100%
of the principal plus accrued and unpaid interest. Subject to certain limited exceptions, all payments of interest and principal for the
2.5%
Notes will be made in Euros.
The aggregate principal value of the
2.5%
Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in AOCI. 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 AOCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.
Our
$500 million
in registered senior unsecured notes outstanding at
September 30, 2018
are due in August 2024 and bear interest at
4.5%
(the “
4.5%
Notes”). The
4.5%
Notes were issued at
99.444%
of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the
4.5%
Notes at our option at any time in whole or from time to time in part. If we elect to redeem the
4.5%
Notes prior to May 15, 2024, we may redeem them at a redemption price of
100%
of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the
4.5%
Notes on or after May 15, 2024, we may redeem them at a redemption price of
100%
of the principal plus accrued interest.
Our
$750 million
in registered senior unsecured notes outstanding at
September 30, 2018
are due in February 2026 and bear interest at
5.0%
(the “
5.0%
Notes”). The
5.0%
Notes were issued at
99.535%
of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year. We may redeem the
5.0%
Notes at our option at any time in whole or from time to time in part. If we elect to redeem the
5.0%
Notes prior to November 12, 2025, we may redeem them at a redemption price of
100%
of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the
5.0%
Notes on or after November 12, 2025, we may redeem them at a redemption price of
100%
of the principal plus accrued interest.
Our
$1 billion
in registered senior unsecured notes outstanding at
September 30, 2018
are due in February 2028 and bear interest at
3.8%
(the "3.8% Notes"). The
3.8%
Notes were issued at
99.747%
of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year, beginning February 15, 2018. We may redeem the
3.8%
Notes at our option at any time in whole or from time to time in part. If we elect to redeem the
3.8%
Notes prior to November 15, 2027, we may redeem them at a redemption price of
100%
of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the
3.8%
Notes on or after November 15, 2027, we may redeem them at a redemption price of
100%
of the principal plus accrued interest.
The
5.95%
,
2.5%
,
4.5%
,
5.0%
and
3.8%
Notes (collectively the “Notes”) are senior unsecured obligations issued by Expedia Group and guaranteed by certain domestic Expedia Group subsidiaries. The Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia Group and the guarantor subsidiaries. For further information, see
Note 10 – Guarantor and Non-Guarantor Supplemental Financial Information
. In addition, the Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. Accrued interest related to the Notes was
$24 million
and
$75 million
as of
September 30, 2018
and
December 31, 2017
. The Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to
101%
of the principal plus accrued and unpaid interest.
Notes to Consolidated Financial Statements – (Continued)
The following table sets forth the approximate fair value of our outstanding debt, which is based on quoted market prices in less active markets (Level 2 inputs):
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2018
|
|
December 31,
2017
|
|
|
(In millions)
|
|
7.456% senior notes due 2018
|
$
|
—
|
|
|
$
|
516
|
|
|
5.95% senior notes due 2020
|
784
|
|
|
810
|
|
|
2.5% (€650 million) senior notes due 2022
(1)
|
793
|
|
|
828
|
|
|
4.5% senior notes due 2024
|
504
|
|
|
528
|
|
|
5.0% senior notes due 2026
|
767
|
|
|
807
|
|
|
3.8% senior notes due 2028
|
926
|
|
|
969
|
|
_______________
|
|
|
|
(1)
|
Approximately
683 million
Euro as of
September 30, 2018
and
690 million
Euro as of
December 31, 2017
.
|
Credit Facility
As of
September 30, 2018
, Expedia Group, Inc. maintained a
$2 billion
unsecured revolving credit facility with a group of lenders, which is unconditionally guaranteed by certain domestic Expedia Group subsidiaries that are the same as under the Notes and expires in May 2023. As of
September 30, 2018
, we had
no
revolving credit facility borrowings outstanding. The facility bears interest based on the Company’s credit ratings, with drawn amounts bearing interest at LIBOR plus
125
basis points and the commitment fee on undrawn amounts at
17.5
basis points as of
September 30, 2018
. The facility contains covenants including maximum leverage and minimum interest coverage ratios.
The amount of stand-by letters of credit (“LOC”) issued under the facility reduces the credit amount available. As of
September 30, 2018
, there were
$14 million
of outstanding stand-by LOCs issued under the facility.
The current facility was entered into in May 2018 and replaced our prior
$1.5 billion
unsecured revolving credit facility that was due to expire in February 2021. As of December 31, 2017, we had no revolving credit facility borrowings outstanding under the prior facility and
$14 million
of outstanding stand-by LOCs issued under that facility.
In addition, one of our international subsidiaries maintains a Euro
50 million
uncommitted credit facility, which is guaranteed by Expedia Group, that may be terminated at any time by the lender. As of
September 30, 2018
and
December 31, 2017
, there were
no
borrowings outstanding.
Note 5 – Stockholders’ Equity
Dividends on our Common Stock
The Executive Committee, acting on behalf of the Board of Directors, declared the following dividends during the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Declaration Date
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in millions)
|
|
Payment Date
|
|
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
February 7, 2018
|
$
|
0.30
|
|
|
March 8, 2018
|
|
$
|
46
|
|
|
March 28, 2018
|
|
April 24, 2018
|
0.30
|
|
|
May 24, 2018
|
|
45
|
|
|
June 14, 2018
|
|
July 23, 2018
|
0.32
|
|
|
August 23, 2018
|
|
47
|
|
|
September 13, 2018
|
|
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
February 7, 2017
|
0.28
|
|
|
March 9, 2017
|
|
42
|
|
|
March 30, 2017
|
|
April 26, 2017
|
0.28
|
|
|
May 25, 2017
|
|
43
|
|
|
June 15, 2017
|
|
July 26, 2017
|
0.30
|
|
|
August 24, 2017
|
|
45
|
|
|
September 14, 2017
|
In addition, in October 2018, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of
$0.32
per share of outstanding common stock payable on
December 6, 2018
to stockholders of record as of the close of business on
November 15, 2018
. Future declarations of dividends are subject to final determination by our Board of Directors.
Notes to Consolidated Financial Statements – (Continued)
Share Repurchases
In February 2015, the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to
10 million
shares of our common stock. In April 2018, the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to an additional
15 million
shares of our common stock. During the
nine months ended September 30, 2018
, we repurchased, through open market transactions,
5.2 million
shares under these authorizations for the total cost of
$602 million
, excluding transaction costs, representing an average repurchase price of
$115.81
per share. As of
September 30, 2018
, there were approximately
14.7 million
shares remaining under the 2018 repurchase authorization. There is no fixed termination date for the repurchases. Subsequent to the end of the
third
quarter of
2018
, we repurchased an additional
0.3 million
shares for a total cost of
$33 million
, excluding transaction costs, representing an average purchase price of
$129.35
per share.
Other Share Activity
During the three months ended September 30, 2018, we issued
269,646
shares of common stock from treasury to Liberty Expedia Holdings, Inc. ("Liberty") at a purchase price per share of
$113.32
and an aggregate value of approximately
$31 million
pursuant to and in accordance with the preemptive rights as detailed by the Amended and Restated Governance Agreement with Liberty dated as of December 20, 2011, as amended.
Accumulated Other Comprehensive Loss
The balance for each class of accumulated other comprehensive loss as of
September 30, 2018
and
December 31, 2017
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2018
|
|
December 31,
2017
|
|
|
(In millions)
|
|
Foreign currency translation adjustments, net of tax
(1)
|
$
|
(202
|
)
|
|
$
|
(142
|
)
|
|
Net unrealized loss on available for sale securities, net of tax
(2)
|
—
|
|
|
(7
|
)
|
|
Accumulated other comprehensive loss
|
$
|
(202
|
)
|
|
$
|
(149
|
)
|
|
|
|
|
(1)
|
Foreign currency translation adjustments, net of tax, include foreign currency transaction losses at
September 30, 2018
of
$35 million
(
$45 million
before tax) and
$45 million
(
$71 million
before tax) at
December 31, 2017
associated with our
2.5%
Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets. See
Note 4 – Debt
for more information.
|
|
|
|
|
(2)
|
The net unrealized loss on available for sale securities before tax at December 31, 2017 was
$9 million
, which was reclassified to retained earnings as of January 1, 2018 upon adoption of the relevant new accounting guidance.
|
Acquisition of Non-redeemable Non-controlling Interest of Air Asia-Expedia
During August 2018, we purchased the remaining
25%
minority equity interest in AAE Travel Pte. Ltd., the joint venture formed by Air Asia and Expedia Group in March 2011. Prior to this transaction, we held a
75%
controlling interest in the joint venture since 2015. The cash consideration was approximately
$62 million
.
Notes to Consolidated Financial Statements – (Continued)
Note 6 – Earnings Per Share
The following table presents our basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
(In millions, except share and per share data)
|
|
Net income attributable to Expedia Group, Inc.
|
$
|
525
|
|
|
$
|
352
|
|
|
$
|
389
|
|
|
$
|
323
|
|
|
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
3.51
|
|
|
$
|
2.32
|
|
|
$
|
2.59
|
|
|
$
|
2.13
|
|
|
Diluted
|
3.43
|
|
|
2.23
|
|
|
2.54
|
|
|
2.06
|
|
|
Weighted average number of shares outstanding (000's):
|
|
|
|
|
|
|
|
|
Basic
|
149,482
|
|
|
152,088
|
|
|
150,450
|
|
|
151,406
|
|
|
Dilutive effect of:
|
|
|
|
|
|
|
|
|
Options to purchase common stock
|
2,866
|
|
|
5,009
|
|
|
2,396
|
|
|
4,564
|
|
|
Other dilutive securities
|
805
|
|
|
663
|
|
|
558
|
|
|
550
|
|
|
Diluted
|
153,153
|
|
|
157,760
|
|
|
153,404
|
|
|
156,520
|
|
Basic earnings per share is calculated using our weighted-average outstanding common shares. The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.
Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards from the diluted loss per share calculation as their inclusion would have an antidilutive effect. For the
three and nine
months ended
September 30, 2018
, approximately
5 million
of outstanding stock awards have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive. For the
three and nine
months ended
September 30, 2017
, approximately
1 million
of outstanding stock awards have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive.
Note 7 – Income Taxes
The Tax Act was enacted in December 2017. The Tax Act significantly changed U.S. tax law by, among other things, lowering U.S. corporate income tax rate from 35% to 21%, implementing a territorial tax system, and imposing a one-time transition tax on deemed repatriation of cumulative earnings of foreign subsidiaries. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which was subsequently codified in March 2018, to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. In the prior year, we recognized a net tax benefit of
$14 million
for the provisional tax effects related to the one-time transition tax and the revaluation of deferred tax balances and included these estimates in our consolidated financial statements for the year ended December 31, 2017. We are still in the process of analyzing the effect of the various provisions of the Tax Act. The ultimate effect may materially differ from these provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the Tax Act. We expect to complete our analysis within the measurement period in accordance with SAB 118.
While the Tax Act provides for a modified territorial tax system, beginning in 2018, global intangible low-taxed income (“GILTI”) provisions will be applied imposing an incremental tax on low-taxed foreign income. The GILTI provisions require us to include in our U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Under U.S. GAAP, we are required to make an accounting policy election to either (1) treat taxes due related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factor such amounts into our measurement of our deferred taxes (the “deferred method”). We are continuing to evaluate the GILTI tax rules and have not yet adopted our policy to account for the related impacts. The Tax Act also provides for foreign derived intangible income (“FDII”) to be taxed at a lower effective rate than the U.S. statutory rate by allowing a tax deduction against the income.
Notes to Consolidated Financial Statements – (Continued)
We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete tax items. We have included in the estimated annual effective tax the reduction in the U.S. statutory tax rate, GILTI, and the FDII deduction related to current year operations and have not provided additional GILTI on deferred items.
For the
three months ended September 30, 2018
, the effective tax rate was a
13.3%
expense on a pre-tax income, compared to a
15.9%
expense on pre-tax income for the
three months ended September 30, 2017
with the change primarily driven by the above Tax Act changes, a decrease in excess tax benefits for stock compensation as well as other discrete tax items.
For the
nine months ended
September 30, 2018
, the effective tax rate was a
13.1%
expense on a pre-tax income, compared to a
6.6%
expense on pre-tax income for the
nine months ended
September 30, 2017
with the change primarily driven by the Tax Act, the 2018 goodwill impairment as discussed in
Note 3 – Fair Value Measurements
, a decrease in excess tax benefits for stock compensation as well as other discrete tax items.
We are subject to taxation in the United States and various other state and foreign jurisdictions. We are under examination by the Internal Revenue Service ("IRS") for our 2009 through 2013 tax years. Subsequent years remain open to examination by the IRS. We do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years. During first quarter of 2017, the IRS issued proposed adjustments related to transfer pricing with our foreign subsidiaries for our 2009 to 2010 audit cycle. The proposed adjustments would increase our U.S. taxable income by
$105 million
, which would result in federal tax expense of approximately
$37 million
, subject to interest. We do not agree with the proposed adjustments and are formally protesting the IRS position.
Note 8 – Commitments and Contingencies
Legal Proceedings
In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia Group. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.
Litigation Relating to Occupancy Taxes.
Ninety-six
lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes.
Ten
lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date,
forty-five
of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation.
Thirty-one
dismissals were based on a finding that we and the other defendants were not subject to the local hotel occupancy tax ordinance or that the local government lacked standing to pursue their claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of
$40 million
and
$43 million
as of
September 30, 2018
and
December 31, 2017
, respectively. Our settlement reserve is based on our best estimate of probable losses and the ultimate resolution of these contingencies may be greater or less than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount reserved cannot be made. Changes to the settlement reserve are included within legal reserves, occupancy tax and other in the consolidated statements of operations.
In addition, we have been audited by the State of Colorado. The state has issued assessments for claimed tax, interest and penalty in the approximate amount of
$23 million
for the periods December 1, 1999 through December 31, 2005 and January 1, 2009 through December 31, 2011. We do not agree with these assessments and have filed protests.
Pay-to-Play.
Certain jurisdictions may assert that we are required to pay any assessed taxes prior to being allowed to contest or litigate the applicability of the ordinances. This prepayment of contested taxes is referred to as “pay-to-play.” Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously. If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts and also may be required to pay interest.
Notes to Consolidated Financial Statements – (Continued)
Hawaii (General Excise Tax).
During 2013, the Expedia Group companies were required to “pay-to-play” and paid a total of
$171 million
in advance of litigation relating to general excise taxes for merchant model hotel reservations in the State of Hawaii. In September 2015, following a ruling by the Hawaii Supreme Court, the State of Hawaii refunded the Expedia Group companies
$132 million
of the original “pay-to-play” amount. Orbitz also received a similar refund of
$22 million
from the State of Hawaii in September 2015. The amount paid, net of refunds, by the Expedia Group companies and Orbitz to the State of Hawaii in satisfaction of past general excise taxes on their services for merchant model hotel reservations was
$44 million
. The parties reached a settlement relating to Orbitz merchant model hotel tax liabilities, and on October 5, 2016, the Expedia Group companies paid the State of Hawaii for the tax years 2012 through 2015. The Expedia Group companies and Orbitz have now resolved all assessments by the State of Hawaii for merchant model hotel taxes through 2015.
The Hawaii Department of Taxation also issued final assessments for general excise taxes against the Expedia Group companies, including Orbitz, dated December 23, 2015 for the time period 2000 to 2014 for hotel and car rental revenue for “agency model” transactions. Those assessments are currently under review in the Hawaii tax courts. The Hawaii tax court has scheduled trial on the agency hotel and car rental matters for February 4, 2019. On December 29, 2017, the defendant online travel companies filed a motion for partial summary judgment. On January 10, 2018, the Department of Taxation asked the tax court to stay proceedings in the agency hotel and car rental case pending a decision by the Hawaii Supreme Court in the merchant model car rental case addressed below; the defendants opposed that request. On February 5, 2018, the tax court granted the motion to stay.
Final assessments by the Hawaii Department of Taxation for general excise taxes against the Expedia Group companies, including Orbitz, relating to merchant car rental transactions during the years 2000 to 2014 are also under review in the Hawaii tax courts. With respect to merchant model car rental transactions at issue for the tax years 2000 through 2013, the Hawaii tax court held on August 5, 2016 that general excise tax is due on the online travel companies’ services to facilitate car rentals. The court further ruled that for merchant model car rentals in Hawaii, the online travel companies are required to pay general excise tax on the total amount paid by consumers, with no credit for tax amounts already remitted by car rental companies to the State of Hawaii for tax years 2000 through 2013, thus resulting in a double tax on the amount paid by consumers to car rental companies for the rental of the vehicle. The court, however, ruled that when car rentals are paid for as part of a vacation package, tax is only due once on the amount paid by consumers to the car rental company for the rental of the vehicle. In addition, the court ruled that the online travel companies are required to pay interest and certain penalties on the amounts due. On April 25, 2017, the court entered a stipulated order and final judgment. On May 15, 2017, the Expedia Group companies paid under protest the full amount claimed due, or approximately
$16.7 million
, as a condition of appeal. The parties filed notices of cross-appeal from the order. The appeals were transferred to the Hawaii Supreme Court, which heard argument on the appeals on April 5, 2018. The parties await a ruling. The Hawaii tax court’s decision did not resolve merchant car rental transactions for the tax year 2014, which also remain under review.
San Francisco (Occupancy Tax)
. During 2009, Expedia Group companies were required to “pay-to-play” and paid
$48 million
in advance of litigation relating to occupancy tax proceedings with the City of San Francisco and, in May 2014, the Expedia Group companies paid an additional
$25.5 million
under protest in order to contest additional assessments for later time periods. In addition, Orbitz in total has paid
$4.6 million
to the City of San Francisco to contest similar assessments issued against it by the city. On August 6, 2014, the California Court of Appeals stayed this case pending review and decision by the California Supreme Court in the
City of San Diego, California Litigation
. The California Court of Appeals lifted the stay and, on May 23, 2018, affirmed the trial court’s holding that the online travel companies are not liable to remit hotel occupancy taxes to San Francisco. On July 2, 2018, the City of San Francisco filed a petition for review by the California Supreme Court, which was denied on August 29, 2018. On September 13, 2018, the City of San Francisco refunded all pay-to-play payments made by the Expedia Group companies (including Orbitz), along with accumulated interest. The
$78 million
refund was recorded as a gain within legal reserves, occupancy tax and other in the consolidated statement of operations and the
$19 million
of accumulated interest to interest income during the three months ended September 30, 2018.
Other Jurisdictions.
We are also in various stages of inquiry or audit with domestic and foreign tax authorities, some of which, including in the City of Los Angeles regarding hotel occupancy taxes and in the United Kingdom regarding the application of value added tax (“VAT”) to our European Union related transactions as discussed below, may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.
The ultimate resolution of these contingencies may be greater or less than the pay-to-play payments made and our estimates of additional assessments mentioned above.
Matters Relating to International VAT
. We are in various stages of inquiry or audit in multiple European Union jurisdictions, including in the United Kingdom, regarding the application of VAT to our European Union related transactions. While we believe we comply with applicable VAT laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes. In certain jurisdictions, including in the United Kingdom, we may be required to “pay-to-play” any VAT assessment prior to contesting its validity. While we believe that we will be successful based on the merits of our positions with regard to the United Kingdom and other VAT audits in pay-to-play jurisdictions, it is nevertheless
Notes to Consolidated Financial Statements – (Continued)
reasonably possible that we could be required to pay any assessed amounts in order to contest or litigate the applicability of any assessments and an estimate for a reasonably possible amount of any such payments cannot be made.
Competition and Consumer Protection Matters.
Over the last several years, the online travel industry has become the subject of investigations by various national competition authorities ("NCAs"), particularly in Europe. Expedia Group companies are or have been involved in investigations predominately related to whether certain parity clauses in contracts between Expedia Group companies and accommodation providers, sometimes also referred to as "most favored nation" or "MFN" provisions, are anti-competitive.
In Europe, investigations or inquiries into contractual parity provisions between hotels and online travel companies, including Expedia Group companies, were initiated in 2012, 2013 and 2014 by NCAs in Austria, Belgium, Czech Republic, Denmark, France, Germany, Greece, Hungary, Ireland, Italy, Poland, Sweden and Switzerland. While the ultimate outcome of some of these investigations or inquiries remains uncertain, and the Expedia Group companies’ circumstances are distinguishable from other online travel companies subject to similar investigations and inquiries, we note in this context that on April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted formal commitments offered by Booking.com to resolve and close the investigations against Booking.com in France, Italy and Sweden by Booking.com removing and/or modifying certain rate, conditions and availability parity provisions in its contracts with accommodation providers in France, Italy and Sweden as of July 1, 2015, among other commitments. Booking.com voluntarily extended the geographic scope of these commitments to accommodation providers throughout Europe as of the same date.
With effect from August 1, 2015, Expedia Group companies waived certain rate, conditions and availability parity clauses in agreements with European hotel partners for a period of five years. While the Expedia Group companies maintain that their parity clauses have always been lawful and in compliance with competition law, these waivers were nevertheless implemented as a positive step towards facilitating the closure of the open investigations into such clauses on a harmonized pan-European basis. Following the implementation of Expedia Group companies' waivers, nearly all NCAs in Europe have announced either the closure of their investigation or inquiries involving Expedia Group companies or a decision not to open an investigation or inquiry involving Expedia Group companies. Below are descriptions of additional rate parity-related matters of note in Europe.
The German Federal Cartel Office ("FCO") has required another online travel company, Hotel Reservation Service ("HRS"), to remove certain clauses from its contracts with hotels. HRS’ appeal of this decision was rejected by the Higher Regional Court Düsseldorf on January 9, 2015. On December 23, 2015, the FCO announced that it had also required Booking.com by way of an infringement decision to remove certain clauses from its contracts with German hotels. Booking.com has appealed the decision and the appeal was heard by the Higher Regional Court Düsseldorf on February 8, 2017. Those proceedings remain ongoing.
The Italian competition authority's case closure decision against Booking.com and Expedia Group companies has subsequently been appealed by two Italian hotel trade associations,
i.e.
Federalberghi and AICA. These appeals remain at an early stage and no hearing date has been fixed.
On November 6, 2015, the Swiss competition authority announced that it had issued a final decision finding certain parity terms existing in previous versions of agreements between Swiss hotels and each of certain Expedia Group companies, Booking.com and HRS to be prohibited under Swiss law. The decision explicitly notes that the Expedia Group companies current contract terms with Swiss hotels are not subject to this prohibition. The Swiss competition authority imposed no fines or other sanctions against the Expedia Group companies and did not find an abuse of a dominant market position by the Expedia Group companies. The FCO’s case against Expedia Group’s contractual parity provisions with accommodation providers in Germany remains open but is still at a preliminary stage with no formal allegations of wrong-doing having been communicated to the Expedia Group companies to date.
The Directorate General for Competition, Consumer Affairs and Repression of Fraud (the “DGCCRF”), a directorate of the French Ministry of Economy and Finance with authority over unfair trading practices, brought a lawsuit in France against Expedia Group companies objecting to certain parity clauses in contracts between Expedia Group companies and French hotels. In May 2015, the French court ruled that certain of the parity provisions in certain contracts that were the subject of the lawsuit were not in compliance with French commercial law, but imposed no fine and no injunction. The DGCCRF appealed the decision and, on June 21, 2017, the Paris Court of Appeal published a judgment overturning the decision. The court annulled parity clauses contained in the agreements at issue, ordered the Expedia Group companies to amend their contracts, and imposed a fine. The Expedia Group companies have appealed the decision. The appeal will not stay payment of the fine.
Hotelverband Deutschland (“IHA”) e.V. (a German hotel association) brought proceedings before the Cologne regional court against Expedia, Inc., Expedia.com GmbH and Expedia Lodging Partner Services Sàrl. IHA applied for a ‘cease and desist’ order against these companies in relation to the enforcement of certain rate and availability parity clauses contained in contracts with hotels in Germany. On or around February 16, 2017, the court dismissed IHA’s action and declared the claimant
Notes to Consolidated Financial Statements – (Continued)
liable for the Expedia Group defendants’ statutory costs. IHA appealed the decision and, on December 4, 2017, the Court of Appeals rejected IHA’s appeal. The Court of Appeals expressly confirmed that Expedia Group’s MFNs are in compliance both with European and German competition law. While IHA had indicated an intention to appeal the decision to the Federal Supreme Court, it has not lodged an appeal within the applicable deadline, with the consequence that the Court of Appeals judgment has now become final.
A working group of 10 European NCAs (Belgium, Czech Republic, Denmark, France, Hungary, Ireland, Italy, Netherlands, Sweden and the United Kingdom) and the European Commission has been established by the European Competition Network (“ECN”) at the end of 2015 to monitor the functioning of the online hotel booking sector, following amendments made by a number of online travel companies (including Booking.com and Expedia Group companies) in relation to certain parity provisions in their contracts with hotels. The working group issued questionnaires to online travel agencies including Expedia Group companies, metasearch sites and hotels in 2016. The underlying results of the ECN monitoring exercise were published on April 6, 2017.
Legislative bodies in France (July 2015), Austria (December 2016) and Italy (August 2017) have also adopted new domestic anti-parity clause legislation. Expedia Group believes each of these pieces of legislation violates both EU and national legal principles and therefore, Expedia Group companies have challenged these laws at the European Commission. Moreover, in Belgium, new domestic anti-parity legislation entered into force on August 20, 2018.
A motion requesting the Swiss government to take action on narrow price parity has been adopted in the Swiss parliament. The Swiss government is now required to draft legislation implementing the motion. The Company is unable to predict whether and with what content legislation will ultimately be adopted and, if so, when this might be the case. It is not yet clear how any adopted domestic anti-parity clause legislations and/or any possible future legislation in this area may affect Expedia Group's business.
Outside of Europe, a number of NCAs have also opened investigations or inquired about contractual parity provisions in contracts between hotels and online travel companies in their respective territories, including Expedia Group companies. A Brazilian hotel sector association -- Forum de Operadores Hoteleiros do Brasil -- filed a complaint with the Brazilian Administrative Council for Economic Defence (“CADE”) against a number of online travel companies, including Booking.com, Decolar.com and Expedia Group companies, on July 27, 2016 with respect to parity provisions in contracts between hotels and online travel companies. On September 13, 2016, the Expedia Group companies submitted a response to the complaint to CADE. On March 27, 2018, Expedia Group companies resolved CADE’s concerns based on a settlement implementing waivers substantially similar to those provided to accommodation providers in Europe. In late 2016, Expedia Group resolved the concerns of the Australia and New Zealand NCAs based on implementation of the waivers substantially similar to those provided to accommodation providers in Europe (on September 1, 2016 in Australia and on October 28, 2016 in New Zealand). More recently, however, the Australian NCA has reopened its investigation. Expedia Group companies are in ongoing discussions with a limited number of NCAs in other countries in relation to their contracts with hotels. Expedia Group is currently unable to predict the impact the implementation of the waivers both in Europe and elsewhere will have on Expedia Group's business, on investigations or inquiries by NCAs in other countries, or on industry practice more generally.
In addition, regulatory authorities in Europe (including the UK Competition and Markets Authority, or "CMA"), Australia, and elsewhere have initiated market studies and/or inquiries and investigations into online marketplaces and how information is presented to consumers using those marketplaces, investigating practices such as search results rankings and algorithms, discount claims
,
disclosure of charges, and availability and similar messaging. On June 28, 2018, the CMA announced that it will be requiring hotel booking websites to take action to address concerns identified in the course of its ongoing investigation.
We are cooperating with regulators in the investigations described above where applicable, but we are unable to predict what, if any, effect such actions will have on our business, industry practices or online commerce more generally. Other than described above, we have not accrued a reserve in connection with the market studies, investigations, inquiries or legal proceedings described above either because the likelihood of an unfavorable outcome is not probable or the amount of any loss is not estimable.
Notes to Consolidated Financial Statements – (Continued)
Note 9 – Segment Information
We have
four
reportable segments: Core OTA, trivago, HomeAway and Egencia. Our Core OTA segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Expedia Partner Solutions, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com, Classic Vacations and SilverRail Technologies, Inc. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. Our HomeAway segment operates an online marketplace for the vacation rental industry. Our Egencia segment provides managed travel services to corporate customers worldwide.
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Adjusted EBITDA. Adjusted EBITDA for our Core OTA and Egencia segments includes allocations of certain expenses, primarily cost of revenue and facilities, and our Core OTA segment includes the total costs of our global supply organizations as well as the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant hotel revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change. During the first quarter of 2018, we updated our allocations methodology for certain technology costs. While the impact of the update was not significant, we recast the historical information presented to be on a comparable basis.
Our segment disclosure includes intersegment revenues, which primarily consist of advertising and media services provided by our trivago segment to our Core OTA segment. These intersegment transactions are recorded by each segment at amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below. In addition, when HomeAway properties are booked through our Core OTA websites and vice versa, the segments split the third-party revenue for management and segment reporting purposes with the majority of the third-party revenue residing with the website marketing the property or room.
Corporate and Eliminations also includes unallocated corporate functions and expenses. In addition, we record amortization of intangible assets and any related impairment, as well as stock-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliation below.
The following tables present our segment information for the
three and nine
months ended
September 30, 2018
and
2017
. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.
Notes to Consolidated Financial Statements – (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2018
|
|
|
Core OTA
|
|
trivago
|
|
HomeAway
|
|
Egencia
|
|
Corporate &
Eliminations
|
|
Total
|
|
|
(In millions)
|
|
Third-party revenue
|
$
|
2,527
|
|
|
$
|
200
|
|
|
$
|
410
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
3,276
|
|
|
Intersegment revenue
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
Revenue
|
$
|
2,527
|
|
|
$
|
295
|
|
|
$
|
410
|
|
|
$
|
139
|
|
|
$
|
(95
|
)
|
|
$
|
3,276
|
|
|
Adjusted EBITDA
|
$
|
837
|
|
|
$
|
31
|
|
|
$
|
209
|
|
|
$
|
19
|
|
|
$
|
(184
|
)
|
|
$
|
912
|
|
|
Depreciation
|
(88
|
)
|
|
(4
|
)
|
|
(17
|
)
|
|
(12
|
)
|
|
(50
|
)
|
|
(171
|
)
|
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
(71
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(54
|
)
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
78
|
|
|
Realized (gain) loss on revenue hedges
|
(21
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
Operating income (loss)
|
$
|
728
|
|
|
$
|
27
|
|
|
$
|
191
|
|
|
$
|
7
|
|
|
$
|
(281
|
)
|
|
672
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(60
|
)
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
612
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(81
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
531
|
|
|
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
(6
|
)
|
|
Net income attributable to Expedia Group, Inc.
|
|
|
|
|
|
|
|
$
|
525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2017
|
|
|
Core OTA
|
|
trivago
|
|
HomeAway
|
|
Egencia
|
|
Corporate &
Eliminations
|
|
Total
|
|
|
(In millions)
|
|
Third-party revenue
|
$
|
2,314
|
|
|
$
|
221
|
|
|
$
|
305
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
2,966
|
|
|
Intersegment revenue
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
Revenue
|
$
|
2,314
|
|
|
$
|
338
|
|
|
$
|
305
|
|
|
$
|
126
|
|
|
$
|
(117
|
)
|
|
$
|
2,966
|
|
|
Adjusted EBITDA
|
$
|
734
|
|
|
$
|
(8
|
)
|
|
$
|
126
|
|
|
$
|
20
|
|
|
$
|
(163
|
)
|
|
$
|
709
|
|
|
Depreciation
|
(79
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
(53
|
)
|
|
(156
|
)
|
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
(71
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
Realized (gain) loss on revenue hedges
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
Operating income (loss)
|
$
|
664
|
|
|
$
|
(10
|
)
|
|
$
|
115
|
|
|
$
|
9
|
|
|
$
|
(297
|
)
|
|
481
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(66
|
)
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
415
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(66
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
349
|
|
|
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
3
|
|
|
Net income attributable to Expedia Group, Inc.
|
|
|
|
|
|
|
|
$
|
352
|
|
Notes to Consolidated Financial Statements – (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2018
|
|
|
Core OTA
|
|
trivago
|
|
HomeAway
|
|
Egencia
|
|
Corporate &
Eliminations
|
|
Total
|
|
|
(In millions)
|
|
Third-party revenue
|
$
|
6,706
|
|
|
$
|
571
|
|
|
$
|
941
|
|
|
$
|
446
|
|
|
$
|
—
|
|
|
$
|
8,664
|
|
|
Intersegment revenue
|
—
|
|
|
323
|
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|
—
|
|
|
Revenue
|
$
|
6,706
|
|
|
$
|
894
|
|
|
$
|
941
|
|
|
$
|
446
|
|
|
$
|
(323
|
)
|
|
$
|
8,664
|
|
|
Adjusted EBITDA
|
$
|
1,721
|
|
|
$
|
(17
|
)
|
|
$
|
266
|
|
|
$
|
76
|
|
|
$
|
(547
|
)
|
|
$
|
1,499
|
|
|
Depreciation
|
(256
|
)
|
|
(11
|
)
|
|
(46
|
)
|
|
(35
|
)
|
|
(159
|
)
|
|
(507
|
)
|
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
(215
|
)
|
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
(61
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
(154
|
)
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
74
|
|
|
Realized (gain) loss on revenue hedges
|
(17
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
Operating income (loss)
|
$
|
1,448
|
|
|
$
|
(28
|
)
|
|
$
|
219
|
|
|
$
|
41
|
|
|
$
|
(1,062
|
)
|
|
618
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(189
|
)
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
429
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(56
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
373
|
|
|
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
16
|
|
|
Net income attributable to Expedia Group, Inc.
|
|
|
|
|
|
|
|
$
|
389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2017
|
|
|
Core OTA
|
|
trivago
|
|
HomeAway
|
|
Egencia
|
|
Corporate &
Eliminations
|
|
Total
|
|
|
(In millions)
|
|
Third-party revenue
|
$
|
6,022
|
|
|
$
|
621
|
|
|
$
|
714
|
|
|
$
|
384
|
|
|
$
|
—
|
|
|
$
|
7,741
|
|
|
Intersegment revenue
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
(331
|
)
|
|
—
|
|
|
Revenue
|
$
|
6,022
|
|
|
$
|
952
|
|
|
$
|
714
|
|
|
$
|
384
|
|
|
$
|
(331
|
)
|
|
$
|
7,741
|
|
|
Adjusted EBITDA
|
$
|
1,523
|
|
|
$
|
14
|
|
|
$
|
171
|
|
|
$
|
76
|
|
|
$
|
(474
|
)
|
|
$
|
1,310
|
|
|
Depreciation
|
(226
|
)
|
|
(6
|
)
|
|
(27
|
)
|
|
(30
|
)
|
|
(160
|
)
|
|
(449
|
)
|
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
(204
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
(104
|
)
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|
Realized (gain) loss on revenue hedges
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
Operating income (loss)
|
$
|
1,294
|
|
|
$
|
8
|
|
|
$
|
144
|
|
|
$
|
46
|
|
|
$
|
(981
|
)
|
|
511
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(170
|
)
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
341
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(22
|
)
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
319
|
|
|
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
4
|
|
|
Net income attributable to Expedia Group, Inc.
|
|
|
|
|
|
|
|
$
|
323
|
|
Notes to Consolidated Financial Statements – (Continued)
Note 10 – Guarantor and Non-Guarantor Supplemental Financial Information
Condensed consolidating financial information of Expedia Group, Inc. (the “Parent”), our subsidiaries that are guarantors of our debt facility and instruments (the “Guarantor Subsidiaries”), and our subsidiaries that are not guarantors of our debt facility and instruments (the “Non-Guarantor Subsidiaries”) is shown below. The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, and joint and several with the exception of certain customary automatic subsidiary release provisions. In this financial information, the Parent and Guarantor Subsidiaries account for investments in their wholly-owned subsidiaries using the equity method.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
|
|
(In millions)
|
|
Revenue
|
$
|
—
|
|
|
$
|
2,503
|
|
|
$
|
869
|
|
|
$
|
(96
|
)
|
|
$
|
3,276
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
—
|
|
|
362
|
|
|
147
|
|
|
(5
|
)
|
|
504
|
|
|
Selling and marketing
|
—
|
|
|
1,096
|
|
|
496
|
|
|
(91
|
)
|
|
1,501
|
|
|
Technology and content
|
—
|
|
|
287
|
|
|
117
|
|
|
—
|
|
|
404
|
|
|
General and administrative
|
—
|
|
|
129
|
|
|
73
|
|
|
—
|
|
|
202
|
|
|
Amortization of intangible assets
|
—
|
|
|
44
|
|
|
27
|
|
|
—
|
|
|
71
|
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
Intercompany (income) expense, net
|
—
|
|
|
239
|
|
|
(239
|
)
|
|
—
|
|
|
—
|
|
|
Operating income
|
—
|
|
|
424
|
|
|
248
|
|
|
—
|
|
|
672
|
|
|
Other income (expense):
|
|
|
|
|
|