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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-2705720
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class:
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Name of each exchange on which registered:
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Common stock, $0.0001 par value
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The Nasdaq Global Select Market
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Expedia Group, Inc. 2.500% Senior Notes due 2022
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Class
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Outstanding Shares at January 25, 2019 were approximately,
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Common stock, $0.0001 par value per share
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134,390,305 shares
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Class B common stock, $0.0001 par value per share
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12,799,999 shares
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Document
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Parts Into Which Incorporated
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Portions of the definitive Proxy Statement for the 2019 Annual Meeting of Stockholders (Proxy Statement)
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Part III
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|
•
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Expedia.com®, a leading full service online travel company with localized websites in over 30 countries;
|
•
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Hotels.com®, a leading global lodging expert operating 90 localized websites in 41 languages with its award winning Hotels.com® Rewards loyalty program;
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•
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Expedia® Partner Solutions, a global business-to-business ("B2B") brand that powers the hotel business of hundreds of leading airlines, travel agencies, loyalty and corporate travel companies plus several top consumer brands through its API and template solutions;
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•
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trivago®, a leading online hotel metasearch platform with websites in 55 countries worldwide;
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•
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HomeAway®, a global online marketplace for the alternative accommodations industry, which also includes the VRBO brand, among others;
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•
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Egencia®, a leading corporate travel management company;
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•
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Orbitz® and CheapTickets®, leading U.S. travel websites, as well as ebookers®, a full-service travel brand with websites in seven European countries;
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•
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Travelocity®, a leading online travel brand in the United States and Canada;
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•
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Hotwire®, a leading online travel website offering spontaneous travel through Hot Rate® deals;
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•
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Wotif Group, a leading portfolio of travel brands including Wotif.com®, Wotif.co.nz, lastminute.com.au®, lastminute.co.nz and travel.com.au®;
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•
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Expedia® Group Media Solutions, the advertising sales division of Expedia Group that builds creative media partnerships and enables brand advertisers to target a highly-qualified audience of travel consumers;
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•
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CarRentals.com
™
, a premier online car rental booking company with localized websites in four countries;
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•
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Classic Vacations®, a top luxury travel specialist;
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•
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Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in over 2,000 destinations worldwide;
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•
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Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of more than 270 retail travel agency franchises across North America; and
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•
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SilverRail Technologies, Inc., provider of a global rail retail and distribution platform connecting rail carriers and suppliers to both online and offline travel distributors.
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•
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Online and traditional travel agencies, wholesalers and tour operators;
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•
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Travel product suppliers, including hotels, airlines and car rental companies;
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•
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Search engines and large online portal websites;
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•
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Travel metasearch websites;
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•
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Corporate travel management service providers;
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•
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Mobile platform travel applications;
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•
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Social media websites;
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•
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eCommerce and group buying websites;
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•
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Alternative accommodation websites; and
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•
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Other participants in the travel industry.
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•
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Significant changes in oil prices;
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•
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Continued air carrier and hotel chain consolidation;
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•
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Reduced access to discount airfares;
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•
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Travel-related strikes or labor unrest, bankruptcies or liquidations;
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•
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Increased incidents of actual or threatened terrorism;
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•
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Periods of political instability, geopolitical conflict or heightened local or regional crime activity, resulting in additional restrictions on travel or travelers becoming concerned about safety issues;
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•
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Uncertainties and effects of Brexit, including financial, legal, tax and trade implications;
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•
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Natural disasters or events such as severe weather conditions, volcanic eruptions, hurricanes or earthquakes;
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•
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Travel-related accidents or the grounding of aircraft due to safety concerns; and
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•
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Health-related risks, such as the Ebola, H1N1, MERS-CoV, SARs and avian flu outbreaks.
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•
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Increased spending from our competitors;
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•
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Promotional and discounting activities;
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•
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Our growing customer loyalty programs;
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•
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Supporting multiple brands and the impact of competition among our multiple brands;
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•
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Expanding our marketing efforts in certain geographies and developing new products;
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•
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Inflation in media pricing, including search engine keywords; and
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•
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Continued emergence and share growth of travel-related traffic from search and metasearch engines.
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•
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Diversion of management’s attention or other resources from our existing businesses;
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•
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Difficulties and expenses in assimilating the operations, products, technology, privacy protection systems, information systems or personnel of the acquired company;
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•
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Use of cash resources and incurrence of debt and contingent liabilities in funding and after consummating acquisitions, including with regard to future payment obligations in connection with put/call rights, may limit other potential uses of our cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;
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•
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Amortization expenses related to acquired intangible assets and other adverse accounting consequences, including changes in fair value of contingent consideration;
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•
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Expected and unexpected costs incurred in pursuing acquisitions, including identifying and performing due diligence on potential acquisition targets that may or may not be successful, if unsuccessful could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition;
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•
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Impairment of relationships with employees, suppliers, customers, vendors and affiliates of our business and the acquired business;
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The assumption of known and unknown debt and other liabilities and obligations of the acquired company;
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Failure of the acquired company to achieve anticipated integration synergies, traffic, transactions, revenues, earnings or cash flows or to retain key management or employees;
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•
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Failure to generate adequate returns on our acquisitions and investments, or returns in excess of alternative uses of capital;
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•
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Failure to properly and timely integrate acquired companies and their operations, reducing our ability to achieve, among other things, anticipated returns on our acquisitions through cost savings and other synergies;
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•
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Entrance into markets in which we have no direct prior experience resulting in increased complexity in our business;
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•
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Challenges relating to the structure of an investment, such as governance, accountability and decision-making conflicts that may arise in the context of a joint venture or other majority ownership investments;
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•
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Impairment of goodwill or other intangible assets such as trademarks or other intellectual property arising from our acquisitions;
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•
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Costs associated with litigation or other claims arising in connection with the acquired company;
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•
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Increased or unexpected costs or delays to obtain governmental or regulatory approvals for acquisitions;
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•
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Increased competition amongst potential acquirers for acquisition targets could result in a material increase in the purchase price for such targets or otherwise limit our ability to consummate acquisitions; and
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•
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Adverse market reaction to acquisitions or investments or failure to consummate such transactions.
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•
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Currency exchange restrictions or costs and exchange rate fluctuations, and the risks and costs inherent in hedging such exposures;
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•
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Exposure to local economic or political instability and threatened or actual acts of terrorism;
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Compliance with U.S. and non-U.S. regulatory laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content and privacy, consumer protection, employment and labor laws, health and safety, information reporting and advertising and promotions;
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•
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Compliance with additional U.S. laws applicable to U.S. companies operating internationally;
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Differences, inconsistent interpretations and changes in U.S. and non-U.S. laws and regulations, including tax laws enacted pursuant to the 2017 Tax Cuts and Jobs Act (“the Tax Act”) in the United States;
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Weaker enforcement of our contractual and intellectual property rights;
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•
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Lower levels of credit card usage and increased payment and fraud risk;
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•
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Longer payment cycles, and difficulties in collecting accounts receivable;
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•
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Preferences by local populations for local providers;
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•
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Restrictions on, or adverse tax and other consequences related to the repatriation of cash, the withdrawal of non-U.S. investments, cash balances and earnings, as well as restrictions on our ability to invest in our operations in certain countries;
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•
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Changes to trade policy or agreements that limit our ability to offer, or adversely affect demand for, our products and services;
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•
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Financial risk arising from transactions in multiple currencies;
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•
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Slower adoption of the internet as an advertising, broadcast and commerce medium in those markets as compared to the United States;
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•
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Our ability to support new technologies, including mobile devices or block chain technologies, that may be more prevalent in international markets;
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•
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Difficulties in attracting and retaining qualified employees in international markets, as well as managing staffing and operations due to increased complexity, unionization/works councils, distance, time zones, language and cultural differences; and
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•
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Uncertainty regarding liability for services and content, including uncertainty as a result of local laws and lack of precedent.
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•
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Quarterly variations in our operating and financial results;
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•
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Operating and financial results that vary from the expectations of securities analysts and investors, including failure to deliver returns on technology, supply or emerging market marketing investments;
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•
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Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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•
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Rating agency credit rating actions or pronouncements;
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•
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Reaction to our earnings releases and conference calls, or presentations by executives at investor and industry conferences;
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•
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Worldwide macro-economic and financial market conditions, and fluctuations in currency exchange rates;
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•
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Changes in our capital or governance structure;
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•
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Changes in the stock price or market valuations of trivago, our majority-owned, publicly traded subsidiary, whose stock price is also highly volatile;
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•
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Changes in market valuations of other internet or online service companies;
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•
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Changes in device and platform technologies and search industry dynamics, such as key word pricing and traffic, or other changes that negatively affect our ability to generate traffic to our websites;
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•
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Announcements of dividends or changes in the amount or frequency of our dividends;
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•
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Announcements by us or our competitors of technological innovations, new services or promotional and discounting activities;
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•
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Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
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•
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Loss of a major travel supplier, such as an airline, hotel or car rental chain;
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•
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Changes in the status of our intellectual property rights;
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•
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Lack of success in the expansion of our business model geographically;
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•
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Claims or proceedings against us or adverse developments or decisions in pending proceedings;
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•
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Significant security breaches;
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•
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Additions or departures of key personnel;
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•
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Rumors or public speculation about any of the above factors; and
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•
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Price and volume fluctuations in the stock markets in general.
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•
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Increasing our vulnerability to general adverse economic and industry conditions;
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•
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Requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
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•
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Making it difficult for us to optimally capitalize and manage the cash flow for our businesses;
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•
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Limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;
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•
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Placing us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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Limiting our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable.
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•
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Borrow money, and guarantee or provide other support for indebtedness of third parties including guarantees;
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•
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Pay dividends on, redeem or repurchase our capital stock;
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•
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Enter into certain asset sale transactions, including partial or full spin-off transactions;
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•
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Enter into secured financing arrangements;
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•
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Enter into sale and leaseback transactions; and
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•
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Enter into unrelated businesses.
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Declaration Date
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Dividend
Per Share
|
|
Record Date
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Total Amount
(in millions)
|
|
Payment Date
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||||
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
|
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||||
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February 7, 2018
|
|
$
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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
|
||
|
October 19, 2018
|
|
0.32
|
|
|
November 15, 2018
|
|
48
|
|
|
December 6, 2018
|
||
Year ended December 31, 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
|
||
|
October 25, 2017
|
|
0.30
|
|
|
November 16, 2017
|
|
46
|
|
|
December 7, 2017
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased
Under Plans or
Programs
|
|||||
|
|
(In thousands, except per share data)
|
|||||||||||
October 1-31, 2018
|
|
252
|
|
|
$
|
129.35
|
|
|
252
|
|
|
14,496
|
|
November 1-30, 2018
|
|
1,128
|
|
|
119.41
|
|
|
1,128
|
|
|
13,368
|
|
|
December 1-31, 2018
|
|
1,145
|
|
|
117.46
|
|
|
1,145
|
|
|
12,223
|
|
|
Total
|
|
2,525
|
|
|
|
|
2,525
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
|
$
|
6,672
|
|
|
$
|
5,763
|
|
Operating income
|
714
|
|
|
625
|
|
|
462
|
|
|
414
|
|
|
518
|
|
|||||
Net income attributable to Expedia Group, Inc.
(1)
|
406
|
|
|
378
|
|
|
282
|
|
|
764
|
|
|
398
|
|
|||||
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.71
|
|
|
$
|
2.49
|
|
|
$
|
1.87
|
|
|
$
|
5.87
|
|
|
$
|
3.09
|
|
Diluted
|
2.65
|
|
|
2.42
|
|
|
1.82
|
|
|
5.70
|
|
|
2.99
|
|
|||||
Shares used in computing earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
149,961
|
|
|
151,619
|
|
|
150,367
|
|
|
130,159
|
|
|
128,912
|
|
|||||
Diluted
|
152,889
|
|
|
156,385
|
|
|
154,517
|
|
|
134,018
|
|
|
133,168
|
|
|||||
Dividends declared per common share
|
$
|
1.24
|
|
|
$
|
1.16
|
|
|
$
|
1.00
|
|
|
$
|
0.84
|
|
|
$
|
0.66
|
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working deficit
|
$
|
(2,863
|
)
|
|
$
|
(2,339
|
)
|
|
$
|
(2,677
|
)
|
|
$
|
(2,950
|
)
|
|
$
|
(1,263
|
)
|
Total assets
|
18,033
|
|
|
18,516
|
|
|
15,778
|
|
|
15,486
|
|
|
9,012
|
|
|||||
Senior notes debt
(2)
|
3,717
|
|
|
4,249
|
|
|
3,159
|
|
|
3,183
|
|
|
1,739
|
|
|||||
Non-redeemable non-controlling interest
(3)
|
1,547
|
|
|
1,606
|
|
|
1,561
|
|
|
65
|
|
|
109
|
|
|||||
Total stockholders’ equity
|
5,651
|
|
|
6,129
|
|
|
5,693
|
|
|
4,930
|
|
|
1,894
|
|
(1)
|
On May 22, 2015, we completed the sale of our 62.4% ownership stake in eLong, Inc. We recognized an after tax gain of $395 million (or $509 million pre-tax gain) during 2015.
|
(2)
|
Includes current and long-term portion of senior notes.
|
(3)
|
On December 16, 2016, our majority-owned subsidiary, trivago, completed its IPO. In conjunction with the IPO, Expedia Group and trivago's founders entered into an Amended and Restated Shareholders' Agreement under which the original put/call rights were no longer effective and, as such, we reclassified the redeemable non-controlling interest into non-redeemable non-controlling interest on the consolidated balance sheet. See
NOTE 11 — Redeemable Non-controlling Interests
in the notes to consolidated financial statements for further information.
|
•
|
It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and
|
•
|
Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.
|
•
|
Jefferson Parish, Louisiana Litigation.
On January 2, 2019, Jefferson Parish, Louisiana filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia, alleging claims for declaratory judgment, violation of state and local tax laws, unfair trade practices, breach of fiduciary duty and imposition of a constructive trust.
|
•
|
Palm Beach County, Florida Litigation.
On January 23, 2019, the court granted defendants’ motion for summary judgment, concluding that the defendants are not responsible for tourist development taxes.
|
•
|
Miami Dade County, Florida Litigation.
On October 30, 2018, Miami-Dade County, Florida filed a lawsuit in Florida state court against HomeAway and Expedia for a declaratory judgment and supplemental relief claiming that HomeAway is obligated to collect and remit transient rental taxes imposed by Miami-Dade County.
|
•
|
Broward County, Florida Litigation.
On January 11, 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway for a declaratory judgment and supplemental relief claiming that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and also seeking enforcement of a subpoena.
|
•
|
Colorado Department of Revenue Tax Litigation.
On January 11, 2019, a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz filed a complaint in Colorado state court appealing tax assessments for state and state-collected local taxes issued by the Colorado Department of Revenue.
|
•
|
Palm Beach County, Florida Litigation (Ordinance Tax Amendments Challenge).
On November 20, 2018, HomeAway filed a lawsuit in Florida state court seeking a declaratory judgment and injunctive relief against Palm Beach County, Florida and its Tax Collector in connection with recently enacted amendments to the County’s tax ordinance.
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Gross Bookings
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
$
|
80,320
|
|
|
$
|
72,701
|
|
|
$
|
66,063
|
|
|
10
|
%
|
|
10
|
%
|
trivago
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
HomeAway
|
11,449
|
|
|
8,746
|
|
|
5,980
|
|
|
31
|
%
|
|
46
|
%
|
|||
Egencia
|
7,958
|
|
|
6,963
|
|
|
6,368
|
|
|
14
|
%
|
|
9
|
%
|
|||
Total gross bookings
|
$
|
99,727
|
|
|
$
|
88,410
|
|
|
$
|
78,411
|
|
|
13
|
%
|
|
13
|
%
|
Revenue Margin
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
10.9
|
%
|
|
10.8
|
%
|
|
10.7
|
%
|
|
|
|
|
|||||
trivago
(1)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|||||
HomeAway
|
10.2
|
%
|
|
10.4
|
%
|
|
11.5
|
%
|
|
|
|
|
|||||
Egencia
|
7.6
|
%
|
|
7.5
|
%
|
|
7.3
|
%
|
|
|
|
|
|||||
Total revenue margin
|
11.3
|
%
|
|
11.4
|
%
|
|
11.2
|
%
|
|
|
|
|
(1)
|
trivago, which is comprised of a hotel metasearch business that differs from our transaction-based websites, does not have associated gross bookings or revenue margin. However, third-party revenue from trivago is included in revenue used to calculate total revenue margin.
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenue by Segment
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
$
|
8,760
|
|
|
$
|
7,881
|
|
|
$
|
7,084
|
|
|
11
|
%
|
|
11
|
%
|
trivago (Third-party revenue)
|
691
|
|
|
752
|
|
|
539
|
|
|
(8
|
)%
|
|
40
|
%
|
|||
HomeAway
|
1,171
|
|
|
906
|
|
|
689
|
|
|
29
|
%
|
|
32
|
%
|
|||
Egencia
|
601
|
|
|
521
|
|
|
462
|
|
|
16
|
%
|
|
13
|
%
|
|||
Total revenue
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
|
12
|
%
|
|
15
|
%
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenue by Service Type
|
|
|
|
|
|
|
|
|
|
||||||||
Lodging
|
$
|
7,712
|
|
|
$
|
6,851
|
|
|
$
|
6,021
|
|
|
13
|
%
|
|
14
|
%
|
Air
|
881
|
|
|
784
|
|
|
778
|
|
|
12
|
%
|
|
1
|
%
|
|||
Advertising and media
(1)
|
1,092
|
|
|
1,073
|
|
|
807
|
|
|
2
|
%
|
|
33
|
%
|
|||
Other
|
1,538
|
|
|
1,352
|
|
|
1,168
|
|
|
14
|
%
|
|
16
|
%
|
|||
Total revenue
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
|
12
|
%
|
|
15
|
%
|
(1)
|
Includes third-party revenue from trivago as well as our transaction-based websites.
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenue by Business Model
|
|
|
|
|
|
|
|
|
|
||||||||
Merchant
|
$
|
5,950
|
|
|
$
|
5,394
|
|
|
$
|
4,853
|
|
|
10
|
%
|
|
11
|
%
|
Agency
|
3,010
|
|
|
2,687
|
|
|
2,425
|
|
|
12
|
%
|
|
11
|
%
|
|||
Advertising and media
|
1,092
|
|
|
1,073
|
|
|
807
|
|
|
2
|
%
|
|
33
|
%
|
|||
HomeAway
|
1,171
|
|
|
906
|
|
|
689
|
|
|
29
|
%
|
|
32
|
%
|
|||
Total revenue
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
|
12
|
%
|
|
15
|
%
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Customer operations
|
$
|
874
|
|
|
$
|
767
|
|
|
$
|
727
|
|
|
14
|
%
|
|
5
|
%
|
Credit card processing
|
508
|
|
|
506
|
|
|
508
|
|
|
—
|
%
|
|
—
|
%
|
|||
Data center, cloud and other
|
583
|
|
|
484
|
|
|
362
|
|
|
21
|
%
|
|
34
|
%
|
|||
Total cost of revenue
|
$
|
1,965
|
|
|
$
|
1,757
|
|
|
$
|
1,597
|
|
|
12
|
%
|
|
10
|
%
|
% of revenue
|
17.5
|
%
|
|
17.5
|
%
|
|
18.2
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Direct costs
|
$
|
4,670
|
|
|
$
|
4,360
|
|
|
$
|
3,530
|
|
|
7
|
%
|
|
24
|
%
|
Indirect costs
|
1,097
|
|
|
938
|
|
|
837
|
|
|
17
|
%
|
|
12
|
%
|
|||
Total selling and marketing
|
$
|
5,767
|
|
|
$
|
5,298
|
|
|
$
|
4,367
|
|
|
9
|
%
|
|
21
|
%
|
% of revenue
|
51.4
|
%
|
|
52.7
|
%
|
|
49.8
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Personnel and overhead
|
$
|
796
|
|
|
$
|
667
|
|
|
$
|
600
|
|
|
19
|
%
|
|
11
|
%
|
Depreciation and amortization of technology assets
|
495
|
|
|
445
|
|
|
362
|
|
|
11
|
%
|
|
23
|
%
|
|||
Other
|
326
|
|
|
275
|
|
|
273
|
|
|
18
|
%
|
|
1
|
%
|
|||
Total technology and content
|
$
|
1,617
|
|
|
$
|
1,387
|
|
|
$
|
1,235
|
|
|
17
|
%
|
|
12
|
%
|
% of revenue
|
14.4
|
%
|
|
13.8
|
%
|
|
14.1
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Personnel and overhead
|
$
|
520
|
|
|
$
|
453
|
|
|
$
|
411
|
|
|
15
|
%
|
|
10
|
%
|
Professional fees and other
|
288
|
|
|
223
|
|
|
267
|
|
|
29
|
%
|
|
(17
|
)%
|
|||
Total general and administrative
|
$
|
808
|
|
|
$
|
676
|
|
|
$
|
678
|
|
|
20
|
%
|
|
—
|
%
|
% of revenue
|
7.2
|
%
|
|
6.7
|
%
|
|
7.7
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Amortization of intangible assets
|
$
|
283
|
|
|
$
|
275
|
|
|
$
|
317
|
|
|
3
|
%
|
|
(13
|
)%
|
Impairment of intangible assets
|
42
|
|
|
—
|
|
|
35
|
|
|
N/A
|
|
|
N/A
|
|
|
Year ended December 31,
|
|
% Change
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
|||||||
|
($ in millions)
|
|
|
|
|
|||||||||||
Legal reserves, occupancy tax and other
|
$
|
(59
|
)
|
|
$
|
25
|
|
|
$
|
27
|
|
|
N/A
|
|
(4
|
)%
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Operating income
|
$
|
714
|
|
|
$
|
625
|
|
|
$
|
462
|
|
|
14
|
%
|
|
35
|
%
|
% of revenue
|
6.4
|
%
|
|
6.2
|
%
|
|
5.3
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Core OTA
|
$
|
2,305
|
|
|
$
|
2,057
|
|
|
$
|
1,956
|
|
|
12
|
%
|
|
5
|
%
|
trivago
|
16
|
|
|
5
|
|
|
35
|
|
|
186
|
%
|
|
(84
|
)%
|
|||
HomeAway
|
288
|
|
|
202
|
|
|
175
|
|
|
43
|
%
|
|
15
|
%
|
|||
Egencia
|
107
|
|
|
95
|
|
|
81
|
|
|
13
|
%
|
|
18
|
%
|
|||
Unallocated overhead costs (Corporate)
|
(746
|
)
|
|
(646
|
)
|
|
(631
|
)
|
|
(15
|
)%
|
|
(3
|
)%
|
|||
Total Adjusted EBITDA
(1)
|
$
|
1,970
|
|
|
$
|
1,713
|
|
|
$
|
1,616
|
|
|
15
|
%
|
|
6
|
%
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Interest income
|
$
|
71
|
|
|
$
|
34
|
|
|
$
|
20
|
|
|
108
|
%
|
|
73
|
%
|
Interest expense
|
(190
|
)
|
|
(182
|
)
|
|
(173
|
)
|
|
5
|
%
|
|
5
|
%
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Foreign exchange rate gains (losses), net
|
$
|
3
|
|
|
$
|
(46
|
)
|
|
$
|
(15
|
)
|
Losses on minority equity investments, net
|
(111
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|||
Other
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Total other, net
|
$
|
(110
|
)
|
|
$
|
(60
|
)
|
|
$
|
(32
|
)
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Provision for income taxes
|
$
|
87
|
|
|
$
|
45
|
|
|
$
|
16
|
|
|
94
|
%
|
|
196
|
%
|
Effective tax rate
|
18.1
|
%
|
|
10.9
|
%
|
|
5.5
|
%
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Net income attributable to Expedia Group, Inc.
|
$
|
406
|
|
|
$
|
378
|
|
|
$
|
282
|
|
Net loss attributable to non-controlling interests
|
(8
|
)
|
|
(6
|
)
|
|
(21
|
)
|
|||
Provision for income taxes
|
87
|
|
|
45
|
|
|
16
|
|
|||
Total other expense, net
|
229
|
|
|
208
|
|
|
185
|
|
|||
Operating income
|
714
|
|
|
625
|
|
|
462
|
|
|||
Gain (loss) on revenue hedges related to revenue recognized
|
25
|
|
|
8
|
|
|
13
|
|
|||
Restructuring and related reorganization charges, excluding stock-based compensation
|
—
|
|
|
17
|
|
|
43
|
|
|||
Legal reserves, occupancy tax and other
|
(59
|
)
|
|
25
|
|
|
27
|
|
|||
Stock-based compensation
|
203
|
|
|
149
|
|
|
242
|
|
|||
Amortization of intangible assets
|
283
|
|
|
275
|
|
|
317
|
|
|||
Impairment of goodwill
|
86
|
|
|
—
|
|
|
—
|
|
|||
Impairment of intangible assets
|
42
|
|
|
—
|
|
|
35
|
|
|||
Depreciation
|
676
|
|
|
614
|
|
|
477
|
|
|||
Adjusted EBITDA
|
$
|
1,970
|
|
|
$
|
1,713
|
|
|
$
|
1,616
|
|
|
Year ended December 31,
|
|
$ Change
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs 2017
|
|
2017 vs 2016
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash provided by (used in) operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,975
|
|
|
$
|
1,845
|
|
|
$
|
1,549
|
|
|
$
|
130
|
|
|
$
|
296
|
|
Investing activities
|
(559
|
)
|
|
(1,581
|
)
|
|
(718
|
)
|
|
1,022
|
|
|
(863
|
)
|
|||||
Financing activities
|
(1,489
|
)
|
|
688
|
|
|
(691
|
)
|
|
(2,177
|
)
|
|
1,379
|
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(139
|
)
|
|
147
|
|
|
(35
|
)
|
|
(286
|
)
|
|
182
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Number of shares repurchased
|
7.7 million
|
|
|
2.3 million
|
|
|
4.0 million
|
|
|||
Average price per share
|
$
|
117.02
|
|
|
$
|
127.04
|
|
|
$
|
109.64
|
|
Total cost of repurchases (in millions)
(1)
|
$
|
903
|
|
|
$
|
294
|
|
|
$
|
436
|
|
(1)
|
Amount excludes transaction costs.
|
|
|
|
By Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
More than
5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Senior notes debt
(1)
|
$
|
4,723
|
|
|
$
|
161
|
|
|
$
|
1,028
|
|
|
$
|
959
|
|
|
$
|
2,575
|
|
Property leases
(2)
|
919
|
|
|
156
|
|
|
235
|
|
|
167
|
|
|
361
|
|
|||||
Purchase obligations
(3)
|
683
|
|
|
352
|
|
|
266
|
|
|
65
|
|
|
—
|
|
|||||
Guarantees
(4)
|
59
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
(4)
|
28
|
|
|
13
|
|
|
11
|
|
|
—
|
|
|
4
|
|
|||||
Total
(5)
|
$
|
6,412
|
|
|
$
|
741
|
|
|
$
|
1,540
|
|
|
$
|
1,191
|
|
|
$
|
2,940
|
|
(1)
|
Our 5.95% Notes, 2.5% Notes, 4.5% Notes, 5.0% and 3.8% Notes include interest payments through maturity in 2020, 2022, 2024, 2026 and 2028 respectively, based on the stated fixed rates. For the 2.5% Notes, the
December 31, 2018
Euro exchange rate was used to convert the Euro 650 million to U.S. Dollars and calculate the related U.S. Dollar interest payments.
|
(2)
|
Property leases include operating leases for office space and related office equipment as well as leases that have been accounted for as build-to-suit lease arrangements. We account for these leases on a monthly basis. Certain leases contain periodic rent escalation adjustments and renewal options. Lease obligations expire at various dates with the latest maturity in
2031
.
|
(3)
|
Our purchase obligations represent the minimum obligations we have under agreements with certain of our vendors and marketing partners. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use.
|
(4)
|
Guarantees and LOCs are commitments that represent funding responsibilities that may require our performance in the event of third-party demands or contingent events. We use our stand-by LOCs primarily for certain regulatory purposes as well as to secure payment for hotel room transactions to particular hotel properties. Of the outstanding balance of our stand-by LOCs,
$15 million
directly reduces the amount available to us from our revolving credit facility. The LOC amounts in the above table represent the amount of commitment expiration per period. In addition, we provide a guarantee to the aviation authorities of certain foreign countries to protect against potential non-delivery of our packaged travel services sold within those countries. These countries hold all travel agents and tour companies to the same standard. Our guarantees also include bonds relating to tax assessments that we are contesting and certain surety bonds related to various company performance obligations.
|
(5)
|
Excludes $230 million of net unrecognized tax benefits for which we cannot make a reasonably reliable estimate of the amount and period of payment.
|
Exhibit
No.
|
|
|
|
Filed
Herewith
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
||||
1.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
1.1
|
|
6/3/2015
|
2.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
12/21/2012
|
|
2.2
|
|
|
|
|
8-K
|
|
000-51447
|
|
2.2
|
|
12/21/2012
|
|
2.3
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
4/2/2015
|
|
2.4
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
4/2/2015
|
|
2.5
|
|
|
|
|
8-K
|
|
000-51447
|
|
2.1
|
|
5/22/2015
|
|
3.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
3.2
|
|
3/27/2018
|
|
3.2
|
|
|
|
|
8-K
|
|
000-51447
|
|
3.3
|
|
3/27/2018
|
|
4.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
4.1
|
|
8/10/2010
|
|
4.2
|
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
10/3/2016
|
|
4.3
|
|
|
|
|
8-K
|
|
000-51447
|
|
4.1
|
|
8/18/2014
|
|
4.4
|
|
|
|
|
8-K
|
|
000-51447
|
|
4.2
|
|
8/18/2014
|
|
4.5
|
|
|
|
|
8-K
|
|
000-51447
|
|
4.2
|
|
6/3/2015
|
|
4.6
|
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
12/8/2015
|
4.7
|
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
9/21/2017
|
|
10.1
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
12/27/2011
|
|
10.2
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.6
|
|
11/7/2016
|
|
10.3
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.11
|
|
2/10/2012
|
|
10.4
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.7
|
|
11/7/2016
|
|
10.5
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.8
|
|
11/7/2016
|
|
10.6
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.1
|
|
3/7/2018
|
|
10.7
|
|
|
|
|
S-4/A*†
|
|
333-210377
|
|
10.13
|
|
9/23/2016
|
|
10.8
|
|
|
|
|
8-K*†
|
|
001-37938
|
|
10.10
|
|
11/7/2016
|
|
10.9
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.2
|
|
12/27/2011
|
|
10.10
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
7/28/2017
|
|
10.11
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.1
|
|
9/11/2014
|
|
10.12
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
2/8/2016
|
10.13
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.14
|
|
2/10/2017
|
|
10.14
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
4/28/2017
|
|
10.15
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
6/1/2018
|
|
10.16
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
10/26/2018
|
|
10.17
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.18
|
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
8/3/2007
|
|
10.19*
|
|
|
|
|
DEF 14A
|
|
001-37429
|
|
App. A
|
|
8/23/2016
|
|
10.20*
|
|
|
|
|
S-8
|
|
333-206990
|
|
99.1
|
|
9/17/2015
|
|
10.21*
|
|
|
|
|
S-8
|
|
333-208548
|
|
99.10
|
|
12/15/2015
|
|
10.22*
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.23*
|
|
|
X
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
8/1/2014
|
|
10.25*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.22
|
|
2/10/2017
|
|
10.26*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
4/27/2018
|
|
10.27*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.23
|
|
2/10/2017
|
|
10.28*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.2
|
|
4/27/2018
|
|
10.29*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.3
|
|
4/27/2018
|
|
10.30*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.13
|
|
2/19/2009
|
|
10.31*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.17
|
|
2/19/2009
|
|
10.32*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.20
|
|
2/6/2015
|
|
10.33*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.1
|
|
9/21/2017
|
|
10.34*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.2
|
|
3/9/2016
|
|
10.35*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.3
|
|
3/9/2016
|
|
10.36*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.2
|
|
9/21/2017
|
|
10.37*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.4
|
|
4/27/2018
|
|
10.38*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.3
|
|
9/21/2017
|
|
10.39*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.5
|
|
4/27/2018
|
|
10.40*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
3/7/2018
|
|
10.41*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.6
|
|
4/27/2018
|
|
10.42*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.7
|
|
4/27/2018
|
|
10.43*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.4
|
|
9/21/2017
|
|
10.44*
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.3
|
|
4/1/2015
|
|
10.45*
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.46*
|
|
|
X
|
|
|
|
|
|
|
|
|
|
21
|
|
|
X
|
|
|
|
|
|
|
|
|
23.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.3
|
|
|
X
|
|
|
|
|
|
|
|
|
|
32.1***
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2***
|
|
|
|
|
|
|
|
|
|
|
|
|
32.3***
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
|
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
|
X
|
|
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
*†
|
Indicates reference to filing of Liberty Expedia Holdings, Inc.
|
***
|
Furnished herewith
|
|
Expedia Group, Inc.
|
|
|
|
|
|
By:
|
/s/ MARK D. OKERSTROM
|
|
|
Mark D. Okerstrom
Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ MARK D. OKERSTROM
|
|
Chief Executive Officer, President and Director
|
Mark D. Okerstrom
|
|
(Principal Executive Officer)
|
|
|
|
/s/ ALAN PICKERILL
|
|
Chief Financial Officer
|
Alan Pickerill
|
|
(Principal Financial Officer)
|
|
|
|
/s/ LANCE A. SOLIDAY
|
|
Chief Accounting Officer and Controller
|
Lance A. Soliday
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ BARRY DILLER
|
|
Director (Chairman of the Board)
|
Barry Diller
|
|
|
|
|
|
/s/ PETER M. KERN
|
|
Director (Vice Chairman)
|
Peter M. Kern
|
|
|
|
|
|
/s/ SUSAN C. ATHEY
|
|
Director
|
Susan C. Athey
|
|
|
|
|
|
/s/ A. GEORGE BATTLE
|
|
Director
|
A. George Battle
|
|
|
|
|
|
/s/ COURTNEE A. CHUN
|
|
Director
|
Courtnee A. Chun
|
|
|
|
|
|
/s/ CHELSEA CLINTON
|
|
Director
|
Chelsea Clinton
|
|
|
|
|
|
/s/ PAMELA L. COE
|
|
Director
|
Pamela L. Coe
|
|
|
|
|
|
/s/ JONATHAN L. DOLGEN
|
|
Director
|
Jonathan L. Dolgen
|
|
|
|
|
|
/s/ CRAIG A. JACOBSON
|
|
Director
|
Craig A. Jacobson
|
|
|
|
|
|
/s/ VICTOR A. KAUFMAN
|
|
Director
|
Victor A. Kaufman
|
|
|
|
|
|
/s/ DARA KHOSROWSHAHI
|
|
Director
|
Dara Khosrowshahi
|
|
|
|
|
|
/s/ SCOTT RUDIN
|
|
Director
|
Scott Rudin
|
|
|
|
|
|
/s/ CHRISTOPHER W. SHEAN
|
|
Director
|
Christopher W. Shean
|
|
|
|
|
|
/s/ ALEXANDER VON FURSTENBERG
|
|
Director
|
Alexander von Furstenberg
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions, except for per share data)
|
||||||||||
Revenue
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue
(1)
|
1,965
|
|
|
1,757
|
|
|
1,597
|
|
|||
Selling and marketing
(1)
|
5,767
|
|
|
5,298
|
|
|
4,367
|
|
|||
Technology and content
(1)
|
1,617
|
|
|
1,387
|
|
|
1,235
|
|
|||
General and administrative
(1)
|
808
|
|
|
676
|
|
|
678
|
|
|||
Amortization of intangible assets
|
283
|
|
|
275
|
|
|
317
|
|
|||
Impairment of goodwill
|
86
|
|
|
—
|
|
|
—
|
|
|||
Impairment of intangible assets
|
42
|
|
|
—
|
|
|
35
|
|
|||
Legal reserves, occupancy tax and other
|
(59
|
)
|
|
25
|
|
|
27
|
|
|||
Restructuring and related reorganization charges
(1)
|
—
|
|
|
17
|
|
|
56
|
|
|||
Operating income
|
714
|
|
|
625
|
|
|
462
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
71
|
|
|
34
|
|
|
20
|
|
|||
Interest expense
|
(190
|
)
|
|
(182
|
)
|
|
(173
|
)
|
|||
Other, net
|
(110
|
)
|
|
(60
|
)
|
|
(32
|
)
|
|||
Total other expense, net
|
(229
|
)
|
|
(208
|
)
|
|
(185
|
)
|
|||
Income before income taxes
|
485
|
|
|
417
|
|
|
277
|
|
|||
Provision for income taxes
|
(87
|
)
|
|
(45
|
)
|
|
(16
|
)
|
|||
Net income
|
398
|
|
|
372
|
|
|
261
|
|
|||
Net loss attributable to non-controlling interests
|
8
|
|
|
6
|
|
|
21
|
|
|||
Net income attributable to Expedia Group, Inc.
|
$
|
406
|
|
|
$
|
378
|
|
|
$
|
282
|
|
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.71
|
|
|
$
|
2.49
|
|
|
$
|
1.87
|
|
Diluted
|
2.65
|
|
|
2.42
|
|
|
1.82
|
|
|||
Shares used in computing earnings per share (000's):
|
|
|
|
|
|
||||||
Basic
|
149,961
|
|
|
151,619
|
|
|
150,367
|
|
|||
Diluted
|
152,889
|
|
|
156,385
|
|
|
154,517
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
398
|
|
|
$
|
372
|
|
|
$
|
261
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Currency translation adjustments, net of taxes
|
(86
|
)
|
|
189
|
|
|
(10
|
)
|
|||
Unrealized losses on available for sale securities, net of taxes
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax
|
(86
|
)
|
|
182
|
|
|
(10
|
)
|
|||
Comprehensive income
|
312
|
|
|
554
|
|
|
251
|
|
|||
Less: Comprehensive income (loss) attributable to non-controlling interests
|
(26
|
)
|
|
45
|
|
|
(29
|
)
|
|||
Comprehensive income attributable to Expedia Group, Inc.
|
$
|
338
|
|
|
$
|
509
|
|
|
$
|
280
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions, except per share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,443
|
|
|
$
|
2,847
|
|
Restricted cash and cash equivalents
|
259
|
|
|
69
|
|
||
Short-term investments
|
28
|
|
|
468
|
|
||
Accounts receivable, net of allowance of $34 and $31
|
2,151
|
|
|
1,866
|
|
||
Income taxes receivable
|
24
|
|
|
21
|
|
||
Prepaid expenses and other current assets
|
292
|
|
|
269
|
|
||
Total current assets
|
5,197
|
|
|
5,540
|
|
||
Property and equipment, net
|
1,877
|
|
|
1,575
|
|
||
Long-term investments and other assets
|
778
|
|
|
845
|
|
||
Deferred income taxes
|
69
|
|
|
18
|
|
||
Intangible assets, net
|
1,992
|
|
|
2,309
|
|
||
Goodwill
|
8,120
|
|
|
8,229
|
|
||
TOTAL ASSETS
|
$
|
18,033
|
|
|
$
|
18,516
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable, merchant
|
$
|
1,699
|
|
|
$
|
1,838
|
|
Accounts payable, other
|
788
|
|
|
698
|
|
||
Deferred merchant bookings
|
4,327
|
|
|
3,219
|
|
||
Deferred revenue
|
364
|
|
|
326
|
|
||
Income taxes payable
|
74
|
|
|
33
|
|
||
Accrued expenses and other current liabilities
|
808
|
|
|
1,265
|
|
||
Current maturities of long-term debt
|
—
|
|
|
500
|
|
||
Total current liabilities
|
8,060
|
|
|
7,879
|
|
||
Long-term debt, excluding current maturities
|
3,717
|
|
|
3,749
|
|
||
Deferred income taxes
|
69
|
|
|
329
|
|
||
Other long-term liabilities
|
506
|
|
|
408
|
|
||
Commitments and contingencies
|
|
|
|
||||
Redeemable non-controlling interests
|
30
|
|
|
22
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock $.0001 par value
|
—
|
|
|
—
|
|
||
Authorized shares: 1,600,000
|
|
|
|
||||
Shares issued: 231,493 and 228,467
|
|
|
|
||||
Shares outstanding: 134,334 and 138,939
|
|
|
|
||||
Class B common stock $.0001 par value
|
—
|
|
|
—
|
|
||
Authorized shares: 400,000
|
|
|
|
||||
Shares issued and outstanding: 12,800 and 12,800
|
|
|
|
||||
Additional paid-in capital
|
9,549
|
|
|
9,163
|
|
||
Treasury stock — Common stock, at cost
|
(5,742
|
)
|
|
(4,822
|
)
|
||
Shares: 97,159 and 89,528
|
|
|
|
||||
Retained earnings
|
517
|
|
|
331
|
|
||
Accumulated other comprehensive income (loss)
|
(220
|
)
|
|
(149
|
)
|
||
Total Expedia Group, Inc. stockholders’ equity
|
4,104
|
|
|
4,523
|
|
||
Non-redeemable non-controlling interests
|
1,547
|
|
|
1,606
|
|
||
Total stockholders’ equity
|
5,651
|
|
|
6,129
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
18,033
|
|
|
$
|
18,516
|
|
|
|
Common stock
|
|
Class B
common stock
|
|
Additional
paid-in
capital
|
|
Treasury stock
|
|
Retained
earnings
(deficit)
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Non-redeemable
non-controlling
interest
|
|
Total
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Balance as of December 31, 2015
|
|
220,383,124
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
8,697
|
|
|
82,923,771
|
|
|
$
|
(4,055
|
)
|
|
$
|
508
|
|
|
$
|
(285
|
)
|
|
$
|
65
|
|
|
$
|
4,930
|
|
Net income (excludes $23 of net loss attributable to redeemable non-controlling interest)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
282
|
|
|
|
|
2
|
|
|
284
|
|
||||||||||||||||
Other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||||||||||
Payment of dividends to stockholders (declared at $1.00 per share)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(150
|
)
|
|
|
|
|
|
(150
|
)
|
||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
3,413,505
|
|
|
—
|
|
|
|
|
|
|
141
|
|
|
|
|
|
|
|
|
|
|
|
|
141
|
|
|||||||||||||||
Withholding taxes for stock options
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||||||
Issuance of common stock in connection with acquisitions
|
|
513,140
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
174,378
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
(20
|
)
|
||||||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
|
|
|
|
3,979,170
|
|
|
(436
|
)
|
|
|
|
|
|
|
|
(436
|
)
|
||||||||||||||||
Impact of adoption of new accounting guidance related to stock-based compensation
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
3
|
|
||||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests
|
|
|
|
|
|
|
|
|
|
(344
|
)
|
|
|
|
|
|
(504
|
)
|
|
|
|
|
|
(848
|
)
|
||||||||||||||||
Change in ownership of non-controlling interest related to trivago initial public offering ("IPO")
|
|
|
|
|
|
|
|
|
|
(32
|
)
|
|
|
|
|
|
|
|
6
|
|
|
26
|
|
|
—
|
|
|||||||||||||||
Transfer from redeemable non-controlling interests
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
1,381
|
|
|
1,381
|
|
||||||||||||||||
Proceeds related to trivago IPO, net of fees and expenses
|
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
85
|
|
|
210
|
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
196
|
|
|
|
|
|
|
|
|
|
|
|
|
196
|
|
|||||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
4
|
|
||||||||||||||||
Balance as of December 31, 2016
|
|
224,309,769
|
|
|
—
|
|
|
12,799,999
|
|
|
—
|
|
|
8,794
|
|
|
87,077,319
|
|
|
(4,511
|
)
|
|
129
|
|
|
(280
|
)
|
|
1,561
|
|
|
5,693
|
|
||||||||
Net income (excludes $3 of net income attributable to redeemable non-controlling interest)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
378
|
|
|
|
|
(9
|
)
|
|
369
|
|
||||||||||||||||
Other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131
|
|
|
51
|
|
|
182
|
|
||||||||||||||||
Payment of dividends to stockholders (declared at $1.16 per share)
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(176
|
)
|
|
|
|
|
|
(176
|
)
|
||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
3,982,546
|
|
|
—
|
|
|
|
|
|
|
228
|
|
|
|
|
|
|
|
|
|
|
|
|
228
|
|
|||||||||||||||
Withholding taxes for stock options
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(9
|
)
|
|||||||||||||||||
Issuance of common stock in connection with acquisitions
|
|
175,040
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
133,319
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
(17
|
)
|
||||||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
|
|
|
|
2,317,617
|
|
|
(294
|
)
|
|
|
|
|
|
|
|
(294
|
)
|
||||||||||||||||
Other changes in non-controlling interests
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
6
|
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
148
|
|
|||||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||||||
Balance as of December 31, 2017
|
|
228,467,355
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
9,163
|
|
|
89,528,255
|
|
|
$
|
(4,822
|
)
|
|
$
|
331
|
|
|
$
|
(149
|
)
|
|
$
|
1,606
|
|
|
$
|
6,129
|
|
|
|
Common stock
|
|
Class B
common stock
|
|
Additional
paid-in
capital
|
|
Treasury stock
|
|
Retained
earnings
(deficit)
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Non-redeemable
non-controlling
interest
|
|
Total
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Net income (excludes $1 of net income attributable to redeemable non-controlling interest)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
406
|
|
|
|
|
(9
|
)
|
|
397
|
|
||||||||||||||||
Other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(68
|
)
|
|
(18
|
)
|
|
(86
|
)
|
||||||||||||||||
Payment of dividends to stockholders (declared at $1.24 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(186
|
)
|
|
|
|
|
|
(186
|
)
|
|||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
2,850,591
|
|
|
—
|
|
|
|
|
|
|
166
|
|
|
|
|
|
|
|
|
|
|
|
|
166
|
|
|||||||||||||||
Withholding taxes for stock options
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||||||||||
Issuance of common stock in connection with acquisitions
|
|
175,040
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
179,783
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
(20
|
)
|
||||||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
|
|
|
|
7,720,194
|
|
|
(904
|
)
|
|
|
|
|
|
|
|
(904
|
)
|
||||||||||||||||
Proceeds from issuance of treasury stock
|
|
|
|
|
|
|
|
|
|
27
|
|
|
(269,646
|
)
|
|
4
|
|
|
|
|
|
|
|
|
31
|
|
|||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
(3
|
)
|
||||||||||||||||
Purchase of remaining interest in Air Asia
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
(57
|
)
|
|
(62
|
)
|
||||||||||||||||
Other changes in non-controlling interests
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
25
|
|
|
18
|
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
208
|
|
|
|
|
|
|
|
|
|
|
|
|
208
|
|
|||||||||||||||||
Impact of adoption of new accounting guidance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31
|
)
|
|
(3
|
)
|
|
|
|
(34
|
)
|
||||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||||||
Balance as of December 31, 2018
|
|
231,492,986
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
9,549
|
|
|
97,158,586
|
|
|
$
|
(5,742
|
)
|
|
$
|
517
|
|
|
$
|
(220
|
)
|
|
$
|
1,547
|
|
|
$
|
5,651
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
398
|
|
|
$
|
372
|
|
|
$
|
261
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of property and equipment, including internal-use software and website development
|
676
|
|
|
614
|
|
|
477
|
|
|||
Amortization of stock-based compensation
|
203
|
|
|
149
|
|
|
242
|
|
|||
Amortization and impairment of intangible assets
|
325
|
|
|
275
|
|
|
352
|
|
|||
Impairment of goodwill
|
86
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(308
|
)
|
|
(103
|
)
|
|
(14
|
)
|
|||
Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net
|
111
|
|
|
(79
|
)
|
|
16
|
|
|||
Realized (gain) loss on foreign currency forwards
|
(31
|
)
|
|
(6
|
)
|
|
53
|
|
|||
Loss on minority equity investments, net
|
111
|
|
|
14
|
|
|
12
|
|
|||
Other
|
22
|
|
|
(30
|
)
|
|
(4
|
)
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(282
|
)
|
|
(456
|
)
|
|
(276
|
)
|
|||
Prepaid expenses and other assets
|
(29
|
)
|
|
(71
|
)
|
|
(45
|
)
|
|||
Accounts payable, merchant
|
(134
|
)
|
|
316
|
|
|
184
|
|
|||
Accounts payable, other, accrued expenses and other current liabilities
|
196
|
|
|
257
|
|
|
79
|
|
|||
Tax payable/receivable, net
|
102
|
|
|
(30
|
)
|
|
(100
|
)
|
|||
Deferred merchant bookings
|
489
|
|
|
593
|
|
|
261
|
|
|||
Deferred revenue
|
40
|
|
|
30
|
|
|
51
|
|
|||
Net cash provided by operating activities
|
1,975
|
|
|
1,845
|
|
|
1,549
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures, including internal-use software and website development
|
(878
|
)
|
|
(710
|
)
|
|
(749
|
)
|
|||
Purchases of investments
|
(1,803
|
)
|
|
(1,811
|
)
|
|
(45
|
)
|
|||
Sales and maturities of investments
|
2,137
|
|
|
1,096
|
|
|
61
|
|
|||
Acquisitions, net of cash and restricted cash acquired
|
(53
|
)
|
|
(169
|
)
|
|
(1
|
)
|
|||
Other, net
|
38
|
|
|
13
|
|
|
16
|
|
|||
Net cash used in investing activities
|
(559
|
)
|
|
(1,581
|
)
|
|
(718
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Payment of long-term debt
|
(500
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of long-term debt, net of issuance costs
|
—
|
|
|
990
|
|
|
(2
|
)
|
|||
Payment of HomeAway Convertible Notes
|
—
|
|
|
—
|
|
|
(401
|
)
|
|||
Purchases of treasury stock
|
(923
|
)
|
|
(312
|
)
|
|
(456
|
)
|
|||
Proceeds from issuance of treasury stock
|
31
|
|
|
—
|
|
|
—
|
|
|||
Payment of dividends to stockholders
|
(186
|
)
|
|
(176
|
)
|
|
(150
|
)
|
|||
Proceeds from exercise of equity awards and employee stock purchase plan
|
166
|
|
|
229
|
|
|
141
|
|
|||
Changes in controlled subsidiaries, net
|
(62
|
)
|
|
(18
|
)
|
|
208
|
|
|||
Other, net
|
(15
|
)
|
|
(25
|
)
|
|
(31
|
)
|
|||
Net cash provided by (used in) financing activities
|
(1,489
|
)
|
|
688
|
|
|
(691
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
|
(139
|
)
|
|
147
|
|
|
(35
|
)
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents
|
(212
|
)
|
|
1,099
|
|
|
105
|
|
|||
Cash, cash equivalents and restricted cash and cash equivalents
at beginning of year
|
2,917
|
|
|
1,818
|
|
|
1,713
|
|
|||
Cash, cash equivalents and restricted cash and cash equivalents at end of year
|
$
|
2,705
|
|
|
$
|
2,917
|
|
|
$
|
1,818
|
|
Supplemental cash flow information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
196
|
|
|
$
|
163
|
|
|
$
|
154
|
|
Income tax payments, net
|
282
|
|
|
174
|
|
|
124
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
2,443
|
|
|
$
|
2,847
|
|
Restricted cash and cash equivalents
|
259
|
|
|
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
|
$
|
2,705
|
|
|
$
|
2,917
|
|
|
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
|
|
Goodwill
|
$
|
31
|
|
Intangibles with definite lives
(1)
|
24
|
|
|
Deferred tax liabilities, net
|
(1
|
)
|
|
Total
(2)
|
$
|
54
|
|
(1)
|
Acquired intangible assets with definite lives have a weighted average useful life of
2.9 years
.
|
(2)
|
Includes cash acquired of
$1 million
.
|
Goodwill
|
$
|
124
|
|
Intangibles with definite lives
(1)
|
76
|
|
|
Net assets and non-controlling interests acquired
(2)
|
15
|
|
|
Deferred tax liabilities
|
(21
|
)
|
|
Total
(3)
|
$
|
194
|
|
(1)
|
Acquired intangible assets with definite lives have a weighted average useful life of
3.8 years
.
|
(2)
|
Includes cash and restricted cash acquired of
$6 million
.
|
(3)
|
The total purchase price includes noncash consideration of
$10 million
related to the removal of a minority investment upon our acquisition of a controlling interest as well as
$8 million
related to replacement stock awards attributable to pre-acquisition service, with the remainder paid in cash during the period.
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
|
(In millions)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
35
|
|
|
$
|
35
|
|
|
$
|
—
|
|
Time deposits
|
624
|
|
|
—
|
|
|
624
|
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
22
|
|
|
—
|
|
|
22
|
|
|||
Investments:
|
|
|
|
|
|
||||||
Time deposits
|
28
|
|
|
—
|
|
|
28
|
|
|||
Marketable equity securities
|
119
|
|
|
119
|
|
|
—
|
|
|||
Total assets
|
$
|
828
|
|
|
$
|
154
|
|
|
$
|
674
|
|
|
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
|
264
|
|
|
264
|
|
|
—
|
|
|||
Total assets
|
$
|
1,307
|
|
|
$
|
280
|
|
|
$
|
1,027
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Capitalized software development
|
$
|
2,643
|
|
|
$
|
2,111
|
|
Computer equipment
|
597
|
|
|
658
|
|
||
Furniture and other equipment
|
94
|
|
|
85
|
|
||
Buildings and leasehold improvements
|
435
|
|
|
283
|
|
||
Land
|
129
|
|
|
129
|
|
||
|
3,898
|
|
|
3,266
|
|
||
Less: accumulated depreciation
|
(2,552
|
)
|
|
(2,056
|
)
|
||
Projects in progress
|
531
|
|
|
365
|
|
||
Property and equipment, net
|
$
|
1,877
|
|
|
$
|
1,575
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Goodwill
|
$
|
8,120
|
|
|
$
|
8,229
|
|
Intangible assets with indefinite lives
|
1,400
|
|
|
1,479
|
|
||
Intangible assets with definite lives, net
|
592
|
|
|
830
|
|
||
|
$
|
10,112
|
|
|
$
|
10,538
|
|
|
Core OTA
|
|
trivago
|
|
HomeAway
|
|
Egencia
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance as of January 1, 2017
|
$
|
4,703
|
|
|
$
|
516
|
|
|
$
|
2,591
|
|
|
$
|
132
|
|
|
$
|
7,942
|
|
Additions
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|||||
Foreign exchange translation and other
|
13
|
|
|
72
|
|
|
65
|
|
|
13
|
|
|
163
|
|
|||||
Balance as of December 31, 2017
|
4,840
|
|
|
588
|
|
|
2,656
|
|
|
145
|
|
|
8,229
|
|
|||||
Additions
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|||||
Impairment charge
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||||
Foreign exchange translation and other
|
(13
|
)
|
|
(27
|
)
|
|
(5
|
)
|
|
(9
|
)
|
|
(54
|
)
|
|||||
Balance as of December 31, 2018
|
$
|
4,741
|
|
|
$
|
561
|
|
|
$
|
2,682
|
|
|
$
|
136
|
|
|
$
|
8,120
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Customer relationships
|
$
|
659
|
|
|
$
|
(419
|
)
|
|
$
|
240
|
|
|
$
|
665
|
|
|
$
|
(304
|
)
|
|
$
|
361
|
|
Supplier relationships
|
650
|
|
|
(426
|
)
|
|
224
|
|
|
655
|
|
|
(368
|
)
|
|
287
|
|
||||||
Technology
|
544
|
|
|
(510
|
)
|
|
34
|
|
|
532
|
|
|
(441
|
)
|
|
91
|
|
||||||
Domain names
|
159
|
|
|
(83
|
)
|
|
76
|
|
|
132
|
|
|
(70
|
)
|
|
62
|
|
||||||
Other
|
450
|
|
|
(432
|
)
|
|
18
|
|
|
452
|
|
|
(423
|
)
|
|
29
|
|
||||||
Total
|
$
|
2,462
|
|
|
$
|
(1,870
|
)
|
|
$
|
592
|
|
|
$
|
2,436
|
|
|
$
|
(1,606
|
)
|
|
$
|
830
|
|
2019
|
$
|
185
|
|
2020
|
143
|
|
|
2021
|
97
|
|
|
2022
|
73
|
|
|
2023
|
39
|
|
|
2024 and thereafter
|
55
|
|
|
Total
|
$
|
592
|
|
|
December 31,
|
||||||
|
2018
|
|
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
|
740
|
|
|
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)
|
3,717
|
|
|
4,249
|
|
||
Current maturities of long-term debt
|
—
|
|
|
(500
|
)
|
||
Long-term debt,
excluding current maturities
|
$
|
3,717
|
|
|
$
|
3,749
|
|
(1)
|
Net of discounts and debt issuance costs.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
7.456% senior notes due 2018
|
$
|
—
|
|
|
$
|
516
|
|
5.95% senior notes due 2020
|
778
|
|
|
810
|
|
||
2.5% (€650 million) senior notes due 2022
(1)
|
771
|
|
|
828
|
|
||
4.5% senior notes due 2024
|
504
|
|
|
528
|
|
||
5.0% senior notes due 2026
|
760
|
|
|
807
|
|
||
3.8% senior notes due 2028
|
915
|
|
|
969
|
|
(1)
|
Approximately
674 million
Euro as of
December 31, 2018
and
690 million
Euro as of
December 31, 2017
.
|
|
Options
|
|
Weighted Average
Exercise Price
|
|
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
|
|||||
|
(In thousands)
|
|
|
|
(In years)
|
|
(In millions)
|
|||||
Balance as of January 1, 2016
|
17,055
|
|
|
$
|
71.77
|
|
|
|
|
|
||
Granted
|
5,670
|
|
|
105.37
|
|
|
|
|
|
|||
Exercised
|
(2,686
|
)
|
|
47.57
|
|
|
|
|
|
|||
Cancelled
|
(1,198
|
)
|
|
91.62
|
|
|
|
|
|
|||
Balance as of December 31, 2016
|
18,841
|
|
|
84.07
|
|
|
|
|
|
|||
Granted
|
3,618
|
|
|
124.08
|
|
|
|
|
|
|||
Exercised
|
(3,422
|
)
|
|
62.67
|
|
|
|
|
|
|||
Cancelled
|
(3,384
|
)
|
|
96.86
|
|
|
|
|
|
|||
Balance as of December 31, 2017
|
15,653
|
|
|
95.23
|
|
|
|
|
|
|||
Granted
|
5,342
|
|
|
104.72
|
|
|
|
|
|
|||
Exercised
|
(2,098
|
)
|
|
71.36
|
|
|
|
|
|
|||
Cancelled
|
(1,197
|
)
|
|
107.26
|
|
|
|
|
|
|||
Balance as of December 31, 2018
|
17,700
|
|
|
100.11
|
|
|
4.3
|
|
$
|
261
|
|
|
Exercisable as of December 31, 2018
|
7,192
|
|
|
88.02
|
|
|
2.9
|
|
185
|
|
||
Vested and expected to vest after December 31, 2018
|
17,700
|
|
|
100.11
|
|
|
4.3
|
|
261
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Risk-free interest rate
|
2.47
|
%
|
|
1.58
|
%
|
|
0.97
|
%
|
|||
Expected volatility
|
32.81
|
%
|
|
32.47
|
%
|
|
39.06
|
%
|
|||
Expected life (in years)
|
3.8
|
|
|
3.65
|
|
|
3.59
|
|
|||
Dividend yield
|
1.11
|
%
|
|
0.92
|
%
|
|
0.91
|
%
|
|||
Weighted-average estimated fair value of options granted during the year
|
$
|
24.97
|
|
|
$
|
30.17
|
|
|
$
|
29.48
|
|
|
RSUs
|
|
Weighted Average
Grant-Date Fair
Value
|
|||
|
(In thousands)
|
|
|
|||
Balance as of January 1, 2016
|
1,396
|
|
|
$
|
119.20
|
|
Granted
|
691
|
|
|
109.38
|
|
|
Vested
|
(516
|
)
|
|
118.71
|
|
|
Cancelled
|
(222
|
)
|
|
117.84
|
|
|
Balance as of December 31, 2016
|
1,349
|
|
|
114.58
|
|
|
Granted
|
1,350
|
|
|
123.24
|
|
|
Vested
|
(492
|
)
|
|
115.29
|
|
|
Cancelled
|
(266
|
)
|
|
116.26
|
|
|
Balance as of December 31, 2017
|
1,941
|
|
|
120.19
|
|
|
Granted
|
1,821
|
|
|
107.37
|
|
|
Vested
|
(615
|
)
|
|
118.41
|
|
|
Cancelled
|
(386
|
)
|
|
113.55
|
|
|
Balance as of December 31, 2018
|
2,761
|
|
|
113.12
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Current income tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
186
|
|
|
$
|
12
|
|
|
$
|
(41
|
)
|
State
|
42
|
|
|
6
|
|
|
6
|
|
|||
Foreign
|
167
|
|
|
130
|
|
|
65
|
|
|||
Current income tax expense
|
395
|
|
|
148
|
|
|
30
|
|
|||
Deferred income tax (benefit) expense:
|
|
|
|
|
|
||||||
Federal
|
(273
|
)
|
|
(94
|
)
|
|
(5
|
)
|
|||
State
|
(25
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
Foreign
|
(10
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|||
Deferred income tax (benefit) expense:
|
(308
|
)
|
|
(103
|
)
|
|
(14
|
)
|
|||
Income tax expense
|
$
|
87
|
|
|
$
|
45
|
|
|
$
|
16
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Provision for accrued expenses
|
$
|
87
|
|
|
$
|
44
|
|
Deferred loyalty rewards
|
166
|
|
|
131
|
|
||
Net operating loss and tax credit carryforwards
|
123
|
|
|
122
|
|
||
Stock-based compensation
|
67
|
|
|
52
|
|
||
Property and equipment
|
55
|
|
|
—
|
|
||
Other
|
68
|
|
|
52
|
|
||
Total deferred tax assets
|
566
|
|
|
401
|
|
||
Less valuation allowance
|
(80
|
)
|
|
(76
|
)
|
||
Net deferred tax assets
|
$
|
486
|
|
|
$
|
325
|
|
Deferred tax liabilities:
|
|
|
|
||||
Goodwill and intangible assets
|
(486
|
)
|
|
(499
|
)
|
||
Property and equipment
|
—
|
|
|
(131
|
)
|
||
Other
|
—
|
|
|
(6
|
)
|
||
Total deferred tax liabilities
|
$
|
(486
|
)
|
|
$
|
(636
|
)
|
Net deferred tax liability
|
$
|
—
|
|
|
$
|
(311
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Income tax expense at the federal statutory rate of 21% for 2018 and 35% for 2017 and 2016
|
$
|
102
|
|
|
$
|
146
|
|
|
$
|
97
|
|
Foreign tax rate differential
|
(42
|
)
|
|
(82
|
)
|
|
(67
|
)
|
|||
Federal research and development credit
|
(23
|
)
|
|
(16
|
)
|
|
(15
|
)
|
|||
Excess tax benefits related to stock-based compensation
|
(10
|
)
|
|
(60
|
)
|
|
(40
|
)
|
|||
Unrecognized tax benefits and related interest
|
23
|
|
|
27
|
|
|
33
|
|
|||
Change in valuation allowance
|
8
|
|
|
4
|
|
|
(14
|
)
|
|||
Return to provision true-ups
|
(7
|
)
|
|
1
|
|
|
(14
|
)
|
|||
trivago stock-based compensation
|
7
|
|
|
5
|
|
|
17
|
|
|||
State taxes
|
11
|
|
|
3
|
|
|
—
|
|
|||
Non-deductible goodwill impairment
|
16
|
|
|
—
|
|
|
—
|
|
|||
Tax Act transition tax
|
—
|
|
|
144
|
|
|
—
|
|
|||
U.S. statutory tax rate change
|
—
|
|
|
(158
|
)
|
|
—
|
|
|||
Global intangible low-taxed income
|
13
|
|
|
—
|
|
|
—
|
|
|||
Foreign-derived intangible income
|
(38
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
27
|
|
|
31
|
|
|
19
|
|
|||
Income tax expense
|
$
|
87
|
|
|
$
|
45
|
|
|
$
|
16
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Balance, beginning of year
|
$
|
261
|
|
|
$
|
220
|
|
|
$
|
171
|
|
Increases to tax positions related to the current year
|
24
|
|
|
35
|
|
|
43
|
|
|||
Increases to tax positions related to prior years
|
2
|
|
|
4
|
|
|
8
|
|
|||
Decreases to tax positions related to prior years
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Reductions due to lapsed statute of limitations
|
(2
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
Settlements during current year
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Interest and penalties
|
8
|
|
|
7
|
|
|
5
|
|
|||
Balance, end of year
|
$
|
293
|
|
|
$
|
261
|
|
|
$
|
220
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Balance, beginning of the period
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
658
|
|
Acquisition of redeemable non-controlling interest
|
—
|
|
|
20
|
|
|
—
|
|
|||
Purchase of subsidiary shares at fair value
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Net income (loss) attributable to non-controlling interests
|
1
|
|
|
3
|
|
|
(23
|
)
|
|||
Fair value adjustments
|
3
|
|
|
—
|
|
|
849
|
|
|||
Currency translation adjustments
|
(2
|
)
|
|
—
|
|
|
(89
|
)
|
|||
Other
|
6
|
|
|
(1
|
)
|
|
(7
|
)
|
|||
Transfer to non-redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
(1,381
|
)
|
|||
Balance, end of period
|
$
|
30
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Number of shares repurchased
|
7.7 million
|
|
|
2.3 million
|
|
|
4.0 million
|
|
|||
Average price per share
|
$
|
117.02
|
|
|
$
|
127.04
|
|
|
$
|
109.64
|
|
Total cost of repurchases (in millions)
(1)
|
$
|
903
|
|
|
$
|
294
|
|
|
$
|
436
|
|
(1)
|
Amount excludes transaction costs.
|
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in millions)
|
|
Payment Date
|
||||
Year ended December 31, 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
|
||
|
October 19, 2018
|
|
0.32
|
|
|
November 15, 2018
|
|
48
|
|
|
December 6, 2018
|
||
Year ended December 31, 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
|
||
|
October 25, 2017
|
|
0.30
|
|
|
November 16, 2017
|
|
46
|
|
|
December 7, 2017
|
||
Year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||
|
February 8, 2016
|
|
$
|
0.24
|
|
|
March 10, 2016
|
|
$
|
36
|
|
|
March 30, 2016
|
|
April 26, 2016
|
|
0.24
|
|
|
May 26, 2016
|
|
36
|
|
|
June 16, 2016
|
||
|
July 27, 2016
|
|
0.26
|
|
|
August 25, 2016
|
|
39
|
|
|
September 15, 2016
|
||
|
October 24, 2016
|
|
0.26
|
|
|
November 17, 2016
|
|
39
|
|
|
December 8, 2016
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Foreign currency translation adjustments, net of tax
(1)
|
$
|
(220
|
)
|
|
$
|
(142
|
)
|
Net unrealized loss on available for sale securities, net of tax
(2)
|
—
|
|
|
(7
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(220
|
)
|
|
$
|
(149
|
)
|
(1)
|
Foreign currency translation adjustments, net of tax, includes foreign currency transaction losses at
December 31, 2018
of
$27 million
(
$35 million
before tax) and foreign currency transaction losses at
December 31, 2017
of
$45 million
(
$71 million
before tax) 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 2 — Significant Accounting Policies
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.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to Expedia Group, Inc.
|
$
|
406
|
|
|
$
|
378
|
|
|
$
|
282
|
|
Transfers (to) from the non-controlling interest due to:
|
|
|
|
|
|
||||||
Net decrease in Expedia Group, Inc.’s paid-in capital related to Air Asia
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Net decrease in Expedia Group, Inc.’s paid-in capital related to trivago IPO
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Other
|
(7
|
)
|
|
3
|
|
|
—
|
|
|||
Net transfers from non-controlling interest
|
(12
|
)
|
|
3
|
|
|
(32
|
)
|
|||
Change from net income attributable to Expedia Group, Inc. and transfers from non-controlling interest
|
$
|
394
|
|
|
$
|
381
|
|
|
$
|
250
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions, except share and per share data)
|
||||||||||
Net income attributable to Expedia Group, Inc.
|
$
|
406
|
|
|
$
|
378
|
|
|
$
|
282
|
|
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.71
|
|
|
$
|
2.49
|
|
|
$
|
1.87
|
|
Diluted
|
2.65
|
|
|
2.42
|
|
|
1.82
|
|
|||
Weighted average number of shares outstanding (000's):
|
|
|
|
|
|
||||||
Basic
|
149,961
|
|
|
151,619
|
|
|
150,367
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Options to purchase common stock
|
2,317
|
|
|
4,218
|
|
|
3,874
|
|
|||
Other dilutive securities
|
611
|
|
|
548
|
|
|
276
|
|
|||
Diluted
|
152,889
|
|
|
156,385
|
|
|
154,517
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Foreign exchange rate gains
(
losses), net
|
$
|
3
|
|
|
$
|
(46
|
)
|
|
$
|
(15
|
)
|
Losses on minority equity investments, net
|
(111
|
)
|
|
(14
|
)
|
|
(12
|
)
|
|||
Other
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Total
|
$
|
(110
|
)
|
|
$
|
(60
|
)
|
|
$
|
(32
|
)
|
|
|
|
By Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 to 3
years
|
|
3 to 5
years
|
|
More than
5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Purchase obligations
|
$
|
683
|
|
|
$
|
352
|
|
|
$
|
266
|
|
|
$
|
65
|
|
|
$
|
—
|
|
Guarantees
|
59
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
|
28
|
|
|
13
|
|
|
11
|
|
|
—
|
|
|
4
|
|
|||||
|
$
|
770
|
|
|
$
|
424
|
|
|
$
|
277
|
|
|
$
|
65
|
|
|
$
|
4
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
HomeAway
|
|
Egencia
|
|
Corporate &
Eliminations
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Third-party revenue
|
$
|
8,760
|
|
|
$
|
691
|
|
|
$
|
1,171
|
|
|
$
|
601
|
|
|
$
|
—
|
|
|
$
|
11,223
|
|
Intersegment revenue
|
—
|
|
|
393
|
|
|
—
|
|
|
—
|
|
|
(393
|
)
|
|
—
|
|
||||||
Revenue
|
$
|
8,760
|
|
|
$
|
1,084
|
|
|
$
|
1,171
|
|
|
$
|
601
|
|
|
$
|
(393
|
)
|
|
$
|
11,223
|
|
Adjusted EBITDA
|
$
|
2,305
|
|
|
$
|
16
|
|
|
$
|
288
|
|
|
$
|
107
|
|
|
$
|
(746
|
)
|
|
$
|
1,970
|
|
Depreciation
|
(344
|
)
|
|
(15
|
)
|
|
(66
|
)
|
|
(47
|
)
|
|
(204
|
)
|
|
(676
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
|
(283
|
)
|
||||||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
(86
|
)
|
||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
(42
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
(203
|
)
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
59
|
|
||||||
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Realized (gain) loss on revenue hedges
|
(24
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
||||||
Operating income (loss)
|
$
|
1,937
|
|
|
$
|
1
|
|
|
$
|
221
|
|
|
$
|
60
|
|
|
$
|
(1,505
|
)
|
|
714
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(229
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
485
|
|
|||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(87
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
398
|
|
|||||||||||
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|||||||||||
Net income attributable to Expedia Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
$
|
406
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
HomeAway
|
|
Egencia
|
|
Corporate & Eliminations
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Third-party revenue
|
$
|
7,881
|
|
|
$
|
752
|
|
|
$
|
906
|
|
|
$
|
521
|
|
|
$
|
—
|
|
|
$
|
10,060
|
|
Intersegment revenue
|
—
|
|
|
414
|
|
|
—
|
|
|
—
|
|
|
(414
|
)
|
|
—
|
|
||||||
Revenue
|
$
|
7,881
|
|
|
$
|
1,166
|
|
|
$
|
906
|
|
|
$
|
521
|
|
|
$
|
(414
|
)
|
|
$
|
10,060
|
|
Adjusted EBITDA
|
$
|
2,057
|
|
|
$
|
5
|
|
|
$
|
202
|
|
|
$
|
95
|
|
|
$
|
(646
|
)
|
|
$
|
1,713
|
|
Depreciation
|
(310
|
)
|
|
(9
|
)
|
|
(40
|
)
|
|
(41
|
)
|
|
(214
|
)
|
|
(614
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
(275
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
(149
|
)
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
||||||
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
||||||
Realized (gain) loss on revenue hedges
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Operating income (loss)
|
$
|
1,739
|
|
|
$
|
(4
|
)
|
|
$
|
162
|
|
|
$
|
54
|
|
|
$
|
(1,326
|
)
|
|
625
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(208
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
417
|
|
|||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(45
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
372
|
|
|||||||||||
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|||||||||||
Net income attributable to Expedia Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
$
|
378
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
HomeAway
|
|
Egencia
|
|
Corporate & Eliminations
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Third-party revenue
|
$
|
7,084
|
|
|
$
|
539
|
|
|
$
|
689
|
|
|
$
|
462
|
|
|
$
|
—
|
|
|
$
|
8,774
|
|
Intersegment revenue
|
—
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
(297
|
)
|
|
—
|
|
||||||
Revenue
|
$
|
7,084
|
|
|
$
|
836
|
|
|
$
|
689
|
|
|
$
|
462
|
|
|
$
|
(297
|
)
|
|
$
|
8,774
|
|
Adjusted EBITDA
|
$
|
1,956
|
|
|
$
|
35
|
|
|
$
|
175
|
|
|
$
|
81
|
|
|
$
|
(631
|
)
|
|
$
|
1,616
|
|
Depreciation
|
(256
|
)
|
|
(7
|
)
|
|
(18
|
)
|
|
(31
|
)
|
|
(165
|
)
|
|
(477
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317
|
)
|
|
(317
|
)
|
||||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
(242
|
)
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||
Restructuring and related reorganization charges, excluding stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
||||||
Realized (gain) loss on revenue hedges
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||
Operating income (loss)
|
$
|
1,687
|
|
|
$
|
28
|
|
|
$
|
157
|
|
|
$
|
50
|
|
|
$
|
(1,460
|
)
|
|
462
|
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
(185
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
277
|
|
|||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
261
|
|
|||||||||||
Net loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|||||||||||
Net income attributable to Expedia Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
$
|
282
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
(1)
|
|
2016
(1)
|
||||||
|
(In millions)
|
||||||||||
Business Model
|
|
|
|
|
|
||||||
Merchant
|
$
|
5,950
|
|
|
$
|
5,394
|
|
|
$
|
4,853
|
|
Agency
|
3,010
|
|
|
2,687
|
|
|
2,425
|
|
|||
Advertising and media
|
1,092
|
|
|
1,073
|
|
|
807
|
|
|||
HomeAway
|
1,171
|
|
|
906
|
|
|
689
|
|
|||
Total revenue
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
Service Type
|
|
|
|
|
|
||||||
Lodging
|
$
|
7,712
|
|
|
$
|
6,851
|
|
|
$
|
6,021
|
|
Air
|
881
|
|
|
784
|
|
|
778
|
|
|||
Advertising and media
|
1,092
|
|
|
1,073
|
|
|
807
|
|
|||
Other
(2)
|
1,538
|
|
|
1,352
|
|
|
1,168
|
|
|||
Total revenue
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
(1)
|
As disclosed in
NOTE 2 — Significant Accounting Policies
, results for
2018
are presented under the new revenue recognition accounting guidance, which we adopted using the modified retrospective method. Therefore, 2017 and 2016 results have not been adjusted and continued to be reported under the accounting standards in effect for those periods.
|
(2)
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In millions)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
6,202
|
|
|
$
|
5,542
|
|
|
$
|
5,043
|
|
All other countries
|
5,021
|
|
|
4,518
|
|
|
3,731
|
|
|||
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Property and equipment, net
|
|
|
|
||||
United States
|
$
|
1,571
|
|
|
$
|
1,331
|
|
All other countries
|
306
|
|
|
244
|
|
||
|
$
|
1,877
|
|
|
$
|
1,575
|
|
Description
|
Balance at
Beginning of
Period
|
|
Charges to
Earnings
|
|
Charges to
Other
Accounts
(1)
|
|
Deductions
|
|
Balance at End
of Period
|
||||||||||
|
(In millions)
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
31
|
|
|
$
|
27
|
|
|
$
|
(8
|
)
|
|
$
|
(16
|
)
|
|
$
|
34
|
|
Other reserves
|
$
|
22
|
|
|
|
|
|
|
|
|
$
|
19
|
|
||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
25
|
|
|
$
|
19
|
|
|
$
|
1
|
|
|
$
|
(14
|
)
|
|
$
|
31
|
|
Other reserves
|
24
|
|
|
|
|
|
|
|
|
22
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
27
|
|
|
$
|
12
|
|
|
$
|
(3
|
)
|
|
$
|
(11
|
)
|
|
$
|
25
|
|
Other reserves
|
30
|
|
|
|
|
|
|
|
|
24
|
|
(1)
|
Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications.
|
|
Three Months Ended
|
||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
|
(In millions, except per share data)
|
||||||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
2,559
|
|
|
$
|
3,276
|
|
|
$
|
2,880
|
|
|
$
|
2,508
|
|
Operating income (loss)
|
96
|
|
|
672
|
|
|
111
|
|
|
(165
|
)
|
||||
Net income (loss) attributable to Expedia Group, Inc.
(1)
|
17
|
|
|
525
|
|
|
1
|
|
|
(137
|
)
|
||||
Basic earnings (loss) per share
(2)
|
$
|
0.11
|
|
|
$
|
3.51
|
|
|
$
|
0.01
|
|
|
$
|
(0.91
|
)
|
Diluted earnings (loss) per share
(2)
|
0.11
|
|
|
3.43
|
|
|
0.01
|
|
|
(0.91
|
)
|
||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
2,319
|
|
|
$
|
2,966
|
|
|
$
|
2,586
|
|
|
$
|
2,189
|
|
Operating income (loss)
|
114
|
|
|
481
|
|
|
103
|
|
|
(73
|
)
|
||||
Net income (loss) attributable to Expedia Group, Inc.
|
55
|
|
|
352
|
|
|
57
|
|
|
(86
|
)
|
||||
Basic earnings (loss) per share
(2)
|
$
|
0.36
|
|
|
$
|
2.32
|
|
|
$
|
0.37
|
|
|
$
|
(0.57
|
)
|
Diluted earnings (loss) per share
(2)
|
0.35
|
|
|
2.23
|
|
|
0.36
|
|
|
(0.57
|
)
|
(1)
|
During the fourth quarter of 2018, we recognized a
$25 million
impairment charge related to goodwill as well as a
$42 million
impairment charge related to indefinite lived intangible assets.
|
(2)
|
Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
8,650
|
|
|
$
|
2,973
|
|
|
$
|
(400
|
)
|
|
$
|
11,223
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
1,436
|
|
|
550
|
|
|
(21
|
)
|
|
1,965
|
|
|||||
Selling and marketing
|
—
|
|
|
4,153
|
|
|
1,993
|
|
|
(379
|
)
|
|
5,767
|
|
|||||
Technology and content
|
—
|
|
|
1,143
|
|
|
474
|
|
|
—
|
|
|
1,617
|
|
|||||
General and administrative
|
—
|
|
|
515
|
|
|
293
|
|
|
—
|
|
|
808
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
174
|
|
|
109
|
|
|
—
|
|
|
283
|
|
|||||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
|||||
Impairment of intangible assets
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
(60
|
)
|
|
1
|
|
|
—
|
|
|
(59
|
)
|
|||||
Intercompany (income) expense, net
|
—
|
|
|
808
|
|
|
(808
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
—
|
|
|
439
|
|
|
275
|
|
|
—
|
|
|
714
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings of consolidated subsidiaries
|
549
|
|
|
209
|
|
|
—
|
|
|
(758
|
)
|
|
—
|
|
|||||
Other, net
|
(187
|
)
|
|
(81
|
)
|
|
39
|
|
|
—
|
|
|
(229
|
)
|
|||||
Total other income, net
|
362
|
|
|
128
|
|
|
39
|
|
|
(758
|
)
|
|
(229
|
)
|
|||||
Income before income taxes
|
362
|
|
|
567
|
|
|
314
|
|
|
(758
|
)
|
|
485
|
|
|||||
Provision for income taxes
|
44
|
|
|
(12
|
)
|
|
(119
|
)
|
|
—
|
|
|
(87
|
)
|
|||||
Net income
|
406
|
|
|
555
|
|
|
195
|
|
|
(758
|
)
|
|
398
|
|
|||||
Net loss attributable to non-controlling interests
|
—
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
8
|
|
|||||
Net income attributable to Expedia Group, Inc.
|
$
|
406
|
|
|
$
|
557
|
|
|
$
|
201
|
|
|
$
|
(758
|
)
|
|
$
|
406
|
|
Comprehensive income attributable to Expedia Group, Inc.
|
$
|
338
|
|
|
$
|
459
|
|
|
$
|
103
|
|
|
$
|
(562
|
)
|
|
$
|
338
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
7,662
|
|
|
$
|
2,817
|
|
|
$
|
(419
|
)
|
|
$
|
10,060
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
1,343
|
|
|
431
|
|
|
(17
|
)
|
|
1,757
|
|
|||||
Selling and marketing
|
—
|
|
|
3,715
|
|
|
1,985
|
|
|
(402
|
)
|
|
5,298
|
|
|||||
Technology and content
|
—
|
|
|
991
|
|
|
396
|
|
|
—
|
|
|
1,387
|
|
|||||
General and administrative
|
—
|
|
|
409
|
|
|
267
|
|
|
—
|
|
|
676
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
182
|
|
|
93
|
|
|
—
|
|
|
275
|
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
5
|
|
|
12
|
|
|
—
|
|
|
17
|
|
|||||
Intercompany (income) expense, net
|
—
|
|
|
695
|
|
|
(695
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
—
|
|
|
297
|
|
|
328
|
|
|
—
|
|
|
625
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings of consolidated subsidiaries
|
493
|
|
|
336
|
|
|
—
|
|
|
(829
|
)
|
|
—
|
|
|||||
Other, net
|
(179
|
)
|
|
(60
|
)
|
|
31
|
|
|
—
|
|
|
(208
|
)
|
|||||
Total other income, net
|
314
|
|
|
276
|
|
|
31
|
|
|
(829
|
)
|
|
(208
|
)
|
|||||
Income before income taxes
|
314
|
|
|
573
|
|
|
359
|
|
|
(829
|
)
|
|
417
|
|
|||||
Provision for income taxes
|
64
|
|
|
(67
|
)
|
|
(42
|
)
|
|
—
|
|
|
(45
|
)
|
|||||
Net income
|
378
|
|
|
506
|
|
|
317
|
|
|
(829
|
)
|
|
372
|
|
|||||
Net loss attributable to non-controlling interests
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
6
|
|
|||||
Net income attributable to Expedia Group, Inc.
|
$
|
378
|
|
|
$
|
507
|
|
|
$
|
322
|
|
|
$
|
(829
|
)
|
|
$
|
378
|
|
Comprehensive income attributable to Expedia Group, Inc.
|
$
|
509
|
|
|
$
|
698
|
|
|
$
|
564
|
|
|
$
|
(1,262
|
)
|
|
$
|
509
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
6,807
|
|
|
$
|
2,268
|
|
|
$
|
(301
|
)
|
|
$
|
8,774
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
1,264
|
|
|
346
|
|
|
(13
|
)
|
|
1,597
|
|
|||||
Selling and marketing
|
—
|
|
|
3,071
|
|
|
1,584
|
|
|
(288
|
)
|
|
4,367
|
|
|||||
Technology and content
|
—
|
|
|
904
|
|
|
331
|
|
|
—
|
|
|
1,235
|
|
|||||
General and administrative
|
—
|
|
|
429
|
|
|
249
|
|
|
—
|
|
|
678
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
249
|
|
|
68
|
|
|
—
|
|
|
317
|
|
|||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
30
|
|
|
26
|
|
|
—
|
|
|
56
|
|
|||||
Intercompany (income) expense, net
|
—
|
|
|
656
|
|
|
(656
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
—
|
|
|
177
|
|
|
285
|
|
|
—
|
|
|
462
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings of consolidated subsidiaries
|
384
|
|
|
286
|
|
|
—
|
|
|
(670
|
)
|
|
—
|
|
|||||
Other, net
|
(163
|
)
|
|
(21
|
)
|
|
(1
|
)
|
|
—
|
|
|
(185
|
)
|
|||||
Total other income (expense), net
|
221
|
|
|
265
|
|
|
(1
|
)
|
|
(670
|
)
|
|
(185
|
)
|
|||||
Income before income taxes
|
221
|
|
|
442
|
|
|
284
|
|
|
(670
|
)
|
|
277
|
|
|||||
Provision for income taxes
|
61
|
|
|
(50
|
)
|
|
(27
|
)
|
|
—
|
|
|
(16
|
)
|
|||||
Net income
|
282
|
|
|
392
|
|
|
257
|
|
|
(670
|
)
|
|
261
|
|
|||||
Net loss attributable to non-controlling interests
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Net income attributable to Expedia Group, Inc.
|
$
|
282
|
|
|
$
|
392
|
|
|
$
|
278
|
|
|
$
|
(670
|
)
|
|
$
|
282
|
|
Comprehensive income attributable to Expedia Group, Inc.
|
$
|
280
|
|
|
$
|
374
|
|
|
$
|
238
|
|
|
$
|
(612
|
)
|
|
$
|
280
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
402
|
|
|
$
|
5,261
|
|
|
$
|
2,137
|
|
|
$
|
(2,603
|
)
|
|
$
|
5,197
|
|
Investment in subsidiaries
|
10,615
|
|
|
3,425
|
|
|
—
|
|
|
(14,040
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,520
|
|
|
472
|
|
|
—
|
|
|
1,992
|
|
|||||
Goodwill
|
—
|
|
|
6,366
|
|
|
1,754
|
|
|
—
|
|
|
8,120
|
|
|||||
Other assets, net
|
—
|
|
|
1,840
|
|
|
913
|
|
|
(29
|
)
|
|
2,724
|
|
|||||
TOTAL ASSETS
|
$
|
11,017
|
|
|
$
|
18,412
|
|
|
$
|
5,276
|
|
|
$
|
(16,672
|
)
|
|
$
|
18,033
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
1,649
|
|
|
$
|
7,396
|
|
|
$
|
1,618
|
|
|
$
|
(2,603
|
)
|
|
$
|
8,060
|
|
Long-term debt, excluding current maturities
|
3,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,717
|
|
|||||
Other long-term liabilities
|
—
|
|
|
320
|
|
|
284
|
|
|
(29
|
)
|
|
575
|
|
|||||
Redeemable non-controlling interests
|
—
|
|
|
17
|
|
|
13
|
|
|
—
|
|
|
30
|
|
|||||
Stockholders’ equity
|
5,651
|
|
|
10,679
|
|
|
3,361
|
|
|
(14,040
|
)
|
|
5,651
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
11,017
|
|
|
$
|
18,412
|
|
|
$
|
5,276
|
|
|
$
|
(16,672
|
)
|
|
$
|
18,033
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
359
|
|
|
$
|
3,493
|
|
|
$
|
2,263
|
|
|
$
|
(575
|
)
|
|
$
|
5,540
|
|
Investment in subsidiaries
|
10,265
|
|
|
4,249
|
|
|
—
|
|
|
(14,514
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,736
|
|
|
573
|
|
|
—
|
|
|
2,309
|
|
|||||
Goodwill
|
—
|
|
|
6,366
|
|
|
1,863
|
|
|
—
|
|
|
8,229
|
|
|||||
Other assets, net
|
5
|
|
|
1,677
|
|
|
775
|
|
|
(19
|
)
|
|
2,438
|
|
|||||
TOTAL ASSETS
|
$
|
10,629
|
|
|
$
|
17,521
|
|
|
$
|
5,474
|
|
|
$
|
(15,108
|
)
|
|
$
|
18,516
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
751
|
|
|
$
|
6,798
|
|
|
$
|
905
|
|
|
$
|
(575
|
)
|
|
$
|
7,879
|
|
Long-term debt, excluding current maturities
|
3,749
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,749
|
|
|||||
Other long-term liabilities
|
—
|
|
|
494
|
|
|
262
|
|
|
(19
|
)
|
|
737
|
|
|||||
Redeemable non-controlling interests
|
—
|
|
|
9
|
|
|
13
|
|
|
—
|
|
|
22
|
|
|||||
Stockholders’ equity
|
6,129
|
|
|
10,220
|
|
|
4,294
|
|
|
(14,514
|
)
|
|
6,129
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
10,629
|
|
|
$
|
17,521
|
|
|
$
|
5,474
|
|
|
$
|
(15,108
|
)
|
|
$
|
18,516
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
1,248
|
|
|
$
|
727
|
|
|
$
|
1,975
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(752
|
)
|
|
(126
|
)
|
|
(878
|
)
|
||||
Purchases of investments
|
—
|
|
|
(1,720
|
)
|
|
(83
|
)
|
|
(1,803
|
)
|
||||
Sales and maturities of investments
|
—
|
|
|
2,063
|
|
|
74
|
|
|
2,137
|
|
||||
Acquisitions, net of cash and restricted cash acquired
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
||||
Transfers (to) from related parties
|
—
|
|
|
(86
|
)
|
|
86
|
|
|
—
|
|
||||
Other, net
|
—
|
|
|
35
|
|
|
3
|
|
|
38
|
|
||||
Net cash used in investing activities
|
—
|
|
|
(513
|
)
|
|
(46
|
)
|
|
(559
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Payment of long-term debt
|
(500
|
)
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
||||
Purchases of treasury stock
|
(923
|
)
|
|
—
|
|
|
—
|
|
|
(923
|
)
|
||||
Proceeds from issuance of treasury stock
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||
Payment of dividends to stockholders
|
(186
|
)
|
|
—
|
|
|
—
|
|
|
(186
|
)
|
||||
Proceeds from exercise of equity awards and employee stock purchase plan
|
166
|
|
|
—
|
|
|
—
|
|
|
166
|
|
||||
Changes in controlled subsidiaries, net
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
(62
|
)
|
||||
Transfers (to) from related parties
|
1,415
|
|
|
(785
|
)
|
|
(630
|
)
|
|
—
|
|
||||
Other, net
|
(3
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
(15
|
)
|
||||
Net cash used in financing activities
|
—
|
|
|
(795
|
)
|
|
(694
|
)
|
|
(1,489
|
)
|
||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents
|
—
|
|
|
(71
|
)
|
|
(68
|
)
|
|
(139
|
)
|
||||
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents
|
—
|
|
|
(131
|
)
|
|
(81
|
)
|
|
(212
|
)
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year
|
—
|
|
|
1,321
|
|
|
1,596
|
|
|
2,917
|
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
1,190
|
|
|
$
|
1,515
|
|
|
$
|
2,705
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
1,312
|
|
|
$
|
533
|
|
|
$
|
1,845
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(546
|
)
|
|
(164
|
)
|
|
(710
|
)
|
||||
Purchases of investments
|
—
|
|
|
(1,222
|
)
|
|
(589
|
)
|
|
(1,811
|
)
|
||||
Sales and maturities of investments
|
—
|
|
|
875
|
|
|
221
|
|
|
1,096
|
|
||||
Acquisitions, net of cash and restricted cash acquired
|
—
|
|
|
(168
|
)
|
|
(1
|
)
|
|
(169
|
)
|
||||
Transfers (to) from related parties
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
||||
Other, net
|
—
|
|
|
7
|
|
|
6
|
|
|
13
|
|
||||
Net cash used in investing activities
|
—
|
|
|
(1,059
|
)
|
|
(522
|
)
|
|
(1,581
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt, net of debt issuance costs
|
990
|
|
|
—
|
|
|
—
|
|
|
990
|
|
||||
Purchases of treasury stock
|
(312
|
)
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
||||
Payment of dividends to stockholders
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
||||
Proceeds from exercise of equity awards and employee stock purchase plan
|
228
|
|
|
—
|
|
|
1
|
|
|
229
|
|
||||
Changes in controlled subsidiaries, net
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
||||
Transfers (to) from related parties
|
(725
|
)
|
|
605
|
|
|
120
|
|
|
—
|
|
||||
Other, net
|
(5
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|
(25
|
)
|
||||
Net cash provided by financing activities
|
—
|
|
|
590
|
|
|
98
|
|
|
688
|
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
|
—
|
|
|
36
|
|
|
111
|
|
|
147
|
|
||||
Net increase in cash, cash equivalents, and restricted cash and cash equivalents
|
—
|
|
|
879
|
|
|
220
|
|
|
1,099
|
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year
|
—
|
|
|
442
|
|
|
1,376
|
|
|
1,818
|
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
1,321
|
|
|
$
|
1,596
|
|
|
$
|
2,917
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
939
|
|
|
$
|
610
|
|
|
$
|
1,549
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(635
|
)
|
|
(114
|
)
|
|
(749
|
)
|
||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
||||
Sales and maturities of investments
|
—
|
|
|
38
|
|
|
23
|
|
|
61
|
|
||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Transfers (to) from related parties
|
—
|
|
|
(173
|
)
|
|
173
|
|
|
—
|
|
||||
Other, net
|
—
|
|
|
(50
|
)
|
|
66
|
|
|
16
|
|
||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(820
|
)
|
|
102
|
|
|
(718
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt, net of debt issuance costs
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Payment of HomeAway Convertible Notes
|
—
|
|
|
(401
|
)
|
|
—
|
|
|
(401
|
)
|
||||
Purchases of treasury stock
|
(456
|
)
|
|
—
|
|
|
—
|
|
|
(456
|
)
|
||||
Payment of dividends to stockholders
|
(150
|
)
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
||||
Proceeds from exercise of equity awards and employee stock purchase plan
|
141
|
|
|
—
|
|
|
—
|
|
|
141
|
|
||||
Changes in controlled subsidiaries, net
|
—
|
|
|
—
|
|
|
208
|
|
|
208
|
|
||||
Transfers (to) from related parties
|
468
|
|
|
(118
|
)
|
|
(350
|
)
|
|
—
|
|
||||
Other, net
|
(1
|
)
|
|
(2
|
)
|
|
(28
|
)
|
|
(31
|
)
|
||||
Net cash used in financing activities
|
—
|
|
|
(521
|
)
|
|
(170
|
)
|
|
(691
|
)
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
|
—
|
|
|
(15
|
)
|
|
(20
|
)
|
|
(35
|
)
|
||||
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents
|
—
|
|
|
(417
|
)
|
|
522
|
|
|
105
|
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year
|
—
|
|
|
859
|
|
|
854
|
|
|
1,713
|
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
442
|
|
|
$
|
1,376
|
|
|
$
|
1,818
|
|
EXPEDIA GROUP, INC.,
|
by:
|
/s/ ALAN R. PICKERILL
|
Name: Alan R. Pickerill
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
EXPEDIA, INC.,
|
by:
|
/s/ ALAN R. PICKERILL
|
Name: Alan R. Pickerill
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
TRAVELSCAPE, LLC,
|
by:
|
/s/ ALAN R. PICKERILL
|
Name: Alan R. Pickerill
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
HOTWIRE, INC.,
|
by:
|
/s/ ALAN R. PICKERILL
|
Name: Alan R. Pickerill
Title: Executive Vice President and Treasurer
|
JPMORGAN CHASE BANK, N.A., individually
and as Administrative Agent and London Agent,
|
by:
|
/s/ PETER B. THAUER
|
Name: Peter B. Thauer
Title: Managing Director
|
Bank of America, N.A.
|
by:
|
/s/ KYLE OBERKROM
|
Name: Kyle Oberkrom
Title: Associate
|
Name of Institution: BNP Paribas
|
by:
|
/s/ MARIA MULIC
|
Name: Maria Mulic
Title: Director
|
Name of Institution: BNP Paribas
|
by:
|
/s/ MELISSA DYLD
|
Name: Melissa Dyld
Title: Director
|
Name of Institution: HSBC Bank USA, National Association
|
by:
|
/s/ MIRE LEVY
|
Name: Mire Levy
Title: Vice President
|
Name of Institution: MUFG BANK, LTD. (formerly known as THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.)
|
by:
|
/s/ STEVE ARONOWITZ
|
Name: Steve Aronowitz
Title: Managing Director
|
Royal Bank of Canada
|
by:
|
/s/ ANDRA BOSNEAGA
|
Name: Andra Bosneaga
Title: Vice-President
|
Name of Institution: Sumitomo Mitsui Banking Corporation
|
by:
|
/s/ KATSUYUKI KUBO
|
Name: Katsuyuki Kubo
Title: Managing Director
|
Name of Institution: THE BANK OF NOVA SCOTIA
|
by:
|
/s/ MICHAEL GRAD
|
Name: Michael Grad
Title: Director
|
Name of Institution: U.S. Bank National Association
|
by:
|
/s/ LUKAS COLEMAN
|
Name: Lukas Coleman
Title: Vice President
|
Name of Institution: GOLDMAN SACHS BANK, USA
|
by:
|
/s/ JAMIE MINIERI
|
Name: Jamie Minieri
Title: Authorized Signatory
|
Standard Chartered Bank
|
by:
|
/s/ DANIEL MATTERN
|
Name: Daniel Mattern
Title: Associate Director
Standard Chartered Bank
|
(A)
|
give any Participant the right to be retained in the service of the Company or any Designated Subsidiary, whether in any particular position, at any particular rate of compensation, for any particular period of time or otherwise;
|
(B)
|
restrict in any way the right of the Company or any Designated Subsidiary to terminate, change or modify any Participant’s employment at any time with or without cause;
|
a.
|
constitute a contract of employment between the Company or any Designated Subsidiary and any Employee, nor shall it constitute a right to remain in the employ of the Company or any Designated Subsidiary;
|
b.
|
give any Employee of the Company or any Designated Subsidiary the right to receive any bonus, whether payable in cash or in Shares, or in any combination thereof, from the Company and/or a Designated Subsidiary, nor be construed as limiting in any way the right of the Company and/or a Designated Subsidiary to determine, in its discretion, whether or not it shall pay any Employee bonuses, and, if so paid, the amount thereof and the manner of such payment; or
|
c.
|
give any Employee any rights whatsoever with respect to any Share options except as specifically provided in the Plan and any applicable agreement thereunder.
|
|
(A)
|
give any Participant the right to be retained in the service of the Company or any Designated Subsidiary, whether in any particular position, at any particular rate of compensation, for any particular period of time or otherwise;
|
|
(B)
|
restrict in any way the right of the Company or any Designated Subsidiary to terminate, change or modify any Participant’s employment at any time with or without cause;
|
|
(C)
|
constitute a contract of employment between the Company or any Designated Subsidiary and any Employee, nor shall it constitute a right to remain in the employ of the Company or any Designated Subsidiary;
|
|
(D)
|
give any Employee of the Company or any Designated Subsidiary the right to receive any bonus, whether payable in cash or in Shares, or in any combination thereof, from the Company and/or a Designated Subsidiary, nor be construed as limiting in any way the right of the Company and/or a Designated Subsidiary to determine, in its discretion, whether or not it shall pay any Employee bonuses, and, if so paid, the amount thereof and the manner of such payment; or
|
|
(E)
|
give any Employee any rights whatsoever with respect to any Share options except as specifically provided in the Plan and any applicable agreement thereunder.
|
1.
|
Award, Vesting and Settlement of Restricted Stock Units
|
2.
|
Termination of Employment
|
3.
|
Non-Transferability of the Restricted Stock Units
|
4.
|
Rights as a Stockholder
|
5.
|
Adjustment in the Event of Change in Stock; Change in Control
|
6.
|
Taxes and Withholding
|
7.
|
Other Restrictions
|
8.
|
Nature of Award
|
9.
|
Notices
|
10.
|
Effect of Agreement
|
11.
|
Laws Applicable to Construction; Consent to Jurisdiction
|
12.
|
Severability
|
13.
|
Conflicts and Interpretation
|
14.
|
Amendment
|
15.
|
Headings
|
16.
|
Data Protection
|
17.
|
Electronic Delivery and Acceptance
|
18.
|
Imposition of Other Requirements
|
19.
|
Timing of Payment - Section 409A
|
U.S. Subsidiaries
|
|
Jurisdiction
|
|
|
|
Classic Vacations, LLC
|
|
United States - NV
|
|
|
|
Cruise, LLC
|
|
United States - WA
|
|
|
|
EAN.com, LP
|
|
United States - DE
|
|
|
|
Egencia LLC
|
|
United States - NV
|
|
|
|
EXP Global Holdings, Inc.
|
|
United States - DE
|
|
|
|
Expedia, Inc.
|
|
United States - WA
|
|
|
|
HomeAway Holdings, Inc.
|
|
United States - DE
|
|
|
|
HomeAway.com, Inc.
|
|
United States - DE
|
|
|
|
Hotels.com GP, LLC
|
|
United States - TX
|
|
|
|
Hotwire, Inc.
|
|
United States - DE
|
|
|
|
HRN 99 Holdings, LLC
|
|
United States - NY
|
|
|
|
Interactive Affiliate Network, LLC
|
|
United States - DE
|
|
|
|
Orbitz Travel Insurance Services, LLC
|
|
United States - DE
|
|
|
|
Orbitz Worldwide, Inc.
|
|
United States - DE
|
|
|
|
Orbitz Worldwide, LLC
|
|
United States - DE
|
|
|
|
Orbitz, Inc.
|
|
United States - DE
|
|
|
|
Orbitz, LLC
|
|
United States - DE
|
|
|
|
SilverRail Technologies, Inc*
|
|
United States - DE
|
|
|
|
Travelscape, LLC
|
|
United States - NV
|
|
|
|
Trip Network, Inc.
|
|
United States - DE
|
|
|
|
Foreign Subsidiaries
|
|
Jurisdiction
|
|
|
|
AAE Travel Pte. Ltd.
|
|
Singapore
|
|
|
|
Ebookers Limited
|
|
United Kingdom
|
|
|
|
Egencia France SAS
|
|
France
|
|
|
|
Egencia UK Ltd.
|
|
United Kingdom
|
|
|
|
EXP Holdings Luxembourg S.A.
|
|
Luxembourg
|
|
|
|
Expedia Asia Holdings Mauritius
|
|
Mauritius
|
|
|
|
Expedia do Brasil Agencia de Viagens e Turismo Ltda.
|
|
Brazil
|
|
|
|
Expedia Lodging Partner Services Sàrl
|
|
Switzerland
|
|
|
|
Expedia Southeast Asia Pte. Ltd.
|
|
Singapore
|
|
|
|
Expedia.com Limited
|
|
United Kingdom
|
|
|
|
HomeAway Netherlands Holding B.V.
|
|
Netherlands
|
|
|
|
HomeAway UK Ltd.
|
|
United Kingdom
|
|
|
|
Foreign Subsidiaries (continued)
|
|
Jurisdiction
|
|
|
|
HotelClub Pty Ltd
|
|
Australia
|
|
|
|
HomeAway Sarl
|
|
Switzerland
|
|
|
|
HomeAway Spain SL
|
|
Spain
|
|
|
|
Orbitz Worldwide (UK) Limited
|
|
United Kingdom
|
|
|
|
trivago N.V.*
|
|
Netherlands
|
|
|
|
WWTE Travel S.à r.l.
|
|
Luxembourg
|
|
|
|
(1)
|
Registration Statement (Form S-4 No. 333-221623) of Expedia, Inc. and in the related Prospectus,
|
(2)
|
Registration Statement (Form S-4 No. 333-213740) of Expedia, Inc. and in the related Prospectus,
|
(3)
|
Registration Statement (Form S-4/A No. 333-175828) of Expedia, Inc. and in the related Prospectus,
|
(4)
|
Registration Statement (Form S-4/A No. 333-169654) of Expedia, Inc. and in the related Prospectus,
|
(5)
|
Registration Statement (Form S-4/A No. 333-208025) of Expedia, Inc. and in the related Prospectus,
|
(6)
|
Registration Statement (Form S-8 No. 333-178650) pertaining to the Expedia, Inc. 2005 Stock and Annual Incentive Plan, the Expedia, Inc. 401(k) Retirement Savings Plan, and the Expedia, Inc. Deferred Compensation Plan for Non-Employee Directors of Expedia, Inc.,
|
(7)
|
Registration Statement (Form S-8 No. 333-187111) pertaining to the Expedia, Inc. 2013 Employee Stock Purchase Plan and the Expedia, Inc. 2013 International Employee Stock Purchase Plan,
|
(8)
|
Registration Statement (Form S-8 No. 333-213715) pertaining to the Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan,
|
(9)
|
Registration Statement (Form S-3ASR No. 333-223251) of Expedia, Inc. and in the related Prospectus,
|
(10)
|
Registration Statement (Form S-3ASR No. 333-197974) of Expedia, Inc. and in the related Prospectus,
|
(11)
|
Registration Statement (Form S-8 No. 333-205996) pertaining to the Expedia, Inc. 2005 Stock and Annual Incentive Plan,
|
(12)
|
Registration Statement (Form S-8 No. 333-206990) pertaining to the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, and
|
(13)
|
Registration Statement (Form S-8 No. 333-208548) pertaining to the HomeAway, Inc. 2011 Equity Incentive Plan;
|
1.
|
I have reviewed this annual report on Form 10-K of Expedia Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 7, 2019
|
/s/ BARRY DILLER
|
|
Barry Diller
|
|
Chairman and Senior Executive
|
1.
|
I have reviewed this annual report on Form 10-K of Expedia Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 7, 2019
|
/s/ MARK D. OKERSTROM
|
|
Mark D. Okerstrom
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Expedia Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 7, 2019
|
/s/ Alan Pickerill
|
|
Alan Pickerill
|
|
Chief Financial Officer
|
1)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2018
(the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 7, 2019
|
/s/ BARRY DILLER
|
|
Barry Diller
|
|
Chairman and Senior Executive
|
1)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2018
(the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 7, 2019
|
/s/ MARK D. OKERSTROM
|
|
Mark D. Okerstrom
|
|
Chief Executive Officer
|
1)
|
the Annual Report on Form 10-K of the Company for the year ended
December 31, 2018
(the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 7, 2019
|
/s/ ALAN PICKERILL
|
|
Alan Pickerill
|
|
Chief Financial Officer
|