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☑
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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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Trading symbol(s)
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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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EXPE
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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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EXPE22
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New York Stock Exchange
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Large accelerated filer
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☑
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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 31, 2020 were approximately,
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|
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Common stock, $0.0001 par value per share
|
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134,465,673
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|
shares
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Class B common stock, $0.0001 par value per share
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|
5,523,452
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|
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 2020 Annual Meeting of Stockholders (Proxy Statement)
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Part III
|
|
•
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Expedia.com®, a leading full service online travel brand with localized websites in over 40 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;
|
•
|
Vrbo®, a global online marketplace with a focus on offering unique lodging options for families;
|
•
|
Expedia® Partner Solutions, a global business-to-business ("B2B") brand that powers travel offerings for hundreds of leading airlines and hotels, online and offline travel agencies, loyalty and corporate travel companies plus several top consumer brands through its API and template solutions;
|
•
|
Egencia®, a leading corporate travel management company;
|
•
|
Orbitz®, Travelocity®, and CheapTickets®, leading U.S. travel websites, as well as ebookers®, a full-service travel brand with websites in seven European countries;
|
•
|
Hotwire®, a leading online travel website offering great deals for spontaneous travel through its Hot Rate® offer;
|
•
|
Wotif Group, a leading portfolio of travel brands in Australia and New Zealand;
|
•
|
Expedia® Group Media Solutions, the advertising division of Expedia Group that builds creative media partnerships and digital marketing solutions;
|
•
|
trivago®, a leading online hotel metasearch platform with websites in 54 countries worldwide;
|
•
|
Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in over 7,000 destinations worldwide;
|
•
|
CarRentals.com™, a premier online car rental booking company with localized websites in four countries;
|
•
|
Classic Vacations®, a top luxury travel specialist;
|
•
|
Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of more than 290 retail travel agency franchises across North America; and
|
•
|
SilverRail Technologies, Inc., provider of a global rail retail and distribution platform connecting rail carriers and suppliers to online and offline travel distributors.
|
•
|
Online and traditional travel agencies, wholesalers and tour operators;
|
•
|
Travel product suppliers, including hotels, airlines and car rental companies;
|
•
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Search engines and large online portal websites;
|
•
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Travel metasearch services;
|
•
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Corporate travel management service providers;
|
•
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Mobile platform travel applications;
|
•
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Social media websites;
|
•
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eCommerce and group buying websites;
|
•
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Alternative accommodation websites; and
|
•
|
Other participants in the travel industry.
|
•
|
Disintermediate online travel agencies or travel content providers by offering comprehensive travel planning, shopping or booking capabilities;
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•
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Increasingly refer customers directly to suppliers or other favored partners;
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•
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Increase the cost of traffic directed to our websites:
|
•
|
Offer the ability to transact on their own website; or
|
•
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Promote their own competing products by placing their own offerings at the top of organic search results.
|
•
|
Travel-related health events, such as the 2019 Novel Coronavirus, Ebola, H1N1, MERS-CoV, SARs, avian flu, or similar outbreaks, which may have global impacts;
|
•
|
Significant changes in oil prices;
|
•
|
Continued air carrier and hotel chain consolidation;
|
•
|
Reduced access to discount airfares;
|
•
|
Travel-related strikes or labor unrest, bankruptcies or liquidations;
|
•
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Increased incidents of actual or threatened terrorism;
|
•
|
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;
|
•
|
Uncertainties and effects of Brexit, including financial, legal, tax and trade implications;
|
•
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Natural disasters or events such as severe weather conditions, widespread fires, volcanic eruptions, hurricanes or earthquakes;
|
•
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Changes in regulations, policies or conditions related to sustainability, including climate change;
|
•
|
Travel-related accidents or the grounding of aircraft due to safety concerns; and
|
•
|
Changes to visa and immigration requirements or border control policies.
|
•
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Increased spending from our competitors;
|
•
|
Promotional and discounting activities;
|
•
|
Our growing customer loyalty programs;
|
•
|
Supporting multiple brands and the impact of competition among our multiple brands;
|
•
|
Expanding our marketing efforts in certain geographies and developing new products;
|
•
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Inflation in media pricing, including search engine keywords; and
|
•
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Continued emergence of search and metasearch engines.
|
•
|
Currency exchange restrictions or costs and exchange rate fluctuations, and the risks and costs inherent in hedging such exposures;
|
•
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Exposure to local economic or political instability and threatened or actual acts of terrorism;
|
•
|
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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Compliance with additional U.S. laws applicable to U.S. companies operating internationally;
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•
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Differences, inconsistent interpretations and changes in U.S. and non-U.S. laws and regulations;
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•
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Weaker enforcement of our contractual and intellectual property rights;
|
•
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Lower levels of credit card usage and increased payment and fraud risk;
|
•
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Longer payment cycles, and difficulties in collecting accounts receivable;
|
•
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Preferences by local populations for local providers;
|
•
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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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Financial risk arising from transactions in multiple currencies;
|
•
|
Slower adoption of the internet as an advertising, broadcast and commerce medium in those markets as compared to the United States;
|
•
|
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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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
|
•
|
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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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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•
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The assumption of known and unknown debt and other liabilities and obligations of the acquired company;
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•
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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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Costs associated with remediating fraud, information security, or other similar incidents at an acquired company;
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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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Increased or unexpected costs or delays to obtain governmental or regulatory approvals for acquisitions;
|
•
|
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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•
|
Adverse market reaction to acquisitions or investments or failure to consummate such transactions.
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•
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Quarterly variations in our operating and financial results;
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•
|
Operating and financial results that vary from the expectations of securities analysts and investors, including failure to deliver returns on investments or key initiatives;
|
•
|
Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
|
•
|
Rating agency credit rating actions or pronouncements;
|
•
|
Reaction to our earnings releases and conference calls, or presentations by executives at investor and industry conferences;
|
•
|
Worldwide macro-economic and financial market conditions, and fluctuations in currency exchange rates;
|
•
|
Changes in our capital or governance structure;
|
•
|
Changes in the stock price or market valuations of trivago, our majority-owned, publicly traded subsidiary, whose stock price is also highly volatile;
|
•
|
Changes in market valuations of other internet or online service companies, or other peer companies;
|
•
|
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;
|
•
|
Announcements of dividends or changes in the amount or frequency of our dividends;
|
•
|
Announcements by us or our competitors of technological innovations, new services or promotional and discounting activities;
|
•
|
Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
Loss of a major travel supplier, such as an airline, hotel or car rental chain;
|
•
|
Changes in the status of our intellectual property rights;
|
•
|
Lack of success in the expansion of our business model geographically;
|
•
|
Claims or proceedings against us or adverse developments or decisions in pending proceedings;
|
•
|
Significant security breaches;
|
•
|
Additions or departures of key personnel;
|
•
|
Rumors or public speculation about any of the above factors; and
|
•
|
Price and volume fluctuations in the stock markets in general.
|
•
|
Increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
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;
|
•
|
Making it difficult for us to optimally capitalize and manage the cash flow for our businesses;
|
•
|
Limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;
|
•
|
Placing us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
Limiting our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable.
|
•
|
Borrow money, and guarantee or provide other support for indebtedness of third parties including guarantees;
|
•
|
Pay dividends on, redeem or repurchase our capital stock;
|
•
|
Enter into certain asset sale transactions, including partial or full spin-off transactions;
|
•
|
Enter into secured financing arrangements;
|
•
|
Enter into sale and leaseback transactions; and
|
•
|
Enter into unrelated businesses.
|
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in millions)
|
|
Payment Date
|
||||
Year ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
||||
|
February 6, 2019
|
|
$
|
0.32
|
|
|
March 7, 2019
|
|
$
|
47
|
|
|
March 27, 2019
|
|
May 1, 2019
|
|
0.32
|
|
|
May 23, 2019
|
|
48
|
|
|
June 13, 2019
|
||
|
July 24, 2019
|
|
0.34
|
|
|
August 22, 2019
|
|
50
|
|
|
September 12, 2019
|
||
|
November 6, 2019
|
|
0.34
|
|
|
November 19, 2019
|
|
50
|
|
|
December 12, 2019
|
||
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
|
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, 2019
|
|
873
|
|
|
$
|
135.58
|
|
|
873
|
|
|
9,048
|
|
November 1-30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,048
|
|
|
December 1-31, 2019
|
|
2,388
|
|
|
110.72
|
|
|
2,388
|
|
|
26,660
|
|
|
Total
|
|
3,261
|
|
|
|
|
3,261
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in millions, except for share and per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
12,067
|
|
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
$
|
8,774
|
|
|
$
|
6,672
|
|
Operating income
|
903
|
|
|
714
|
|
|
625
|
|
|
462
|
|
|
414
|
|
|||||
Net income attributable to Expedia Group, Inc.(1)
|
565
|
|
|
406
|
|
|
378
|
|
|
282
|
|
|
764
|
|
|||||
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
3.84
|
|
|
$
|
2.71
|
|
|
$
|
2.49
|
|
|
$
|
1.87
|
|
|
$
|
5.87
|
|
Diluted
|
3.77
|
|
|
2.65
|
|
|
2.42
|
|
|
1.82
|
|
|
5.70
|
|
|||||
Shares used in computing earnings per share (000's):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
147,194
|
|
|
149,961
|
|
|
151,619
|
|
|
150,367
|
|
|
130,159
|
|
|||||
Diluted
|
149,884
|
|
|
152,889
|
|
|
156,385
|
|
|
154,517
|
|
|
134,018
|
|
|||||
Dividends declared per common share
|
$
|
1.32
|
|
|
$
|
1.24
|
|
|
$
|
1.16
|
|
|
$
|
1.00
|
|
|
$
|
0.84
|
|
|
December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working deficit
|
$
|
(2,979
|
)
|
|
$
|
(2,863
|
)
|
|
$
|
(2,339
|
)
|
|
$
|
(2,677
|
)
|
|
$
|
(2,950
|
)
|
Total assets
|
21,416
|
|
|
18,033
|
|
|
18,516
|
|
|
15,778
|
|
|
15,486
|
|
|||||
Senior notes debt(2)
|
4,938
|
|
|
3,717
|
|
|
4,249
|
|
|
3,159
|
|
|
3,183
|
|
|||||
Non-redeemable non-controlling interest(3)
|
1,569
|
|
|
1,547
|
|
|
1,606
|
|
|
1,561
|
|
|
65
|
|
|||||
Total stockholders’ equity
|
5,536
|
|
|
5,651
|
|
|
6,129
|
|
|
5,693
|
|
|
4,930
|
|
(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 $509 million pre-tax gain) during 2015.
|
(2)
|
Includes current and long-term portion of senior notes.
|
(3)
|
On December 16, 2016, our majority-owned subsidiary, trivago, completed its IPO. In conjunction with the IPO, Expedia Group and trivago's founders entered into an Amended and Restated Shareholders' Agreement under which the original put/call rights were no longer effective and, as such, we reclassified the redeemable non-controlling interest into non-redeemable non-controlling interest on the consolidated balance sheet.
|
•
|
It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and
|
•
|
Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.
|
•
|
Pine Bluff, Arkansas Litigation. On December 12, 2019, the Arkansas Supreme Court dismissed the defendant online travel companies' appeal from the trial court’s summary judgment decision as premature and remanded for further proceedings in the trial court.
|
•
|
State of Mississippi Litigation. On December 12, 2019, the Mississippi Supreme Court denied the defendant online travel companies’ petition for interlocutory review. A trial on damages issues is currently scheduled for June 2020.
|
•
|
Miami Dade County, Florida Litigation. The parties have reached a tentative settlement.
|
•
|
Colorado Department of Revenue Tax Litigation. The parties reached a settlement and the case was dismissed by the court on December 12, 2019, thereby ending the matter.
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Gross Bookings
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
$
|
87,644
|
|
|
$
|
80,320
|
|
|
$
|
72,701
|
|
|
9
|
%
|
|
10
|
%
|
trivago(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
Vrbo
|
11,933
|
|
|
11,449
|
|
|
8,746
|
|
|
4
|
%
|
|
31
|
%
|
|||
Egencia
|
8,296
|
|
|
7,958
|
|
|
6,963
|
|
|
4
|
%
|
|
14
|
%
|
|||
Total gross bookings
|
$
|
107,873
|
|
|
$
|
99,727
|
|
|
$
|
88,410
|
|
|
8
|
%
|
|
13
|
%
|
Revenue Margin
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
10.8
|
%
|
|
10.9
|
%
|
|
10.8
|
%
|
|
|
|
|
|||||
trivago(1)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|||||
Vrbo
|
11.2
|
%
|
|
10.2
|
%
|
|
10.4
|
%
|
|
|
|
|
|||||
Egencia
|
7.5
|
%
|
|
7.6
|
%
|
|
7.5
|
%
|
|
|
|
|
|||||
Total revenue margin
|
11.2
|
%
|
|
11.3
|
%
|
|
11.4
|
%
|
|
|
|
|
(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
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenue by Segment
|
|
|
|
|
|
|
|
|
|
||||||||
Core OTA
|
$
|
9,427
|
|
|
$
|
8,760
|
|
|
$
|
7,881
|
|
|
8
|
%
|
|
11
|
%
|
trivago (Third-party revenue)
|
622
|
|
|
691
|
|
|
752
|
|
|
(10
|
)%
|
|
(8
|
)%
|
|||
Vrbo
|
1,340
|
|
|
1,171
|
|
|
906
|
|
|
14
|
%
|
|
29
|
%
|
|||
Egencia
|
620
|
|
|
601
|
|
|
521
|
|
|
3
|
%
|
|
16
|
%
|
|||
Corporate (Bodybuilding.com)
|
58
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|||
Total revenue
|
$
|
12,067
|
|
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
8
|
%
|
|
12
|
%
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenue by Service Type
|
|
|
|
|
|
|
|
|
|
||||||||
Lodging
|
$
|
8,472
|
|
|
$
|
7,712
|
|
|
$
|
6,851
|
|
|
10
|
%
|
|
13
|
%
|
Air
|
869
|
|
|
881
|
|
|
784
|
|
|
(1
|
)%
|
|
12
|
%
|
|||
Advertising and media(1)
|
1,103
|
|
|
1,092
|
|
|
1,073
|
|
|
1
|
%
|
|
2
|
%
|
|||
Other
|
1,623
|
|
|
1,538
|
|
|
1,352
|
|
|
6
|
%
|
|
14
|
%
|
|||
Total revenue
|
$
|
12,067
|
|
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
8
|
%
|
|
12
|
%
|
(1)
|
Includes third-party revenue from trivago as well as our transaction-based websites.
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Revenue by Business Model
|
|
|
|
|
|
|
|
|
|
||||||||
Merchant
|
$
|
6,459
|
|
|
$
|
5,950
|
|
|
$
|
5,394
|
|
|
9
|
%
|
|
10
|
%
|
Agency
|
3,165
|
|
|
3,010
|
|
|
2,687
|
|
|
5
|
%
|
|
12
|
%
|
|||
Advertising and media
|
1,103
|
|
|
1,092
|
|
|
1,073
|
|
|
1
|
%
|
|
2
|
%
|
|||
Vrbo
|
1,340
|
|
|
1,171
|
|
|
906
|
|
|
14
|
%
|
|
29
|
%
|
|||
Total revenue
|
$
|
12,067
|
|
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
8
|
%
|
|
12
|
%
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Customer operations
|
$
|
952
|
|
|
$
|
894
|
|
|
$
|
781
|
|
|
6
|
%
|
|
14
|
%
|
Credit card processing
|
522
|
|
|
508
|
|
|
506
|
|
|
3
|
%
|
|
—
|
%
|
|||
Data center, cloud and other
|
689
|
|
|
563
|
|
|
470
|
|
|
22
|
%
|
|
20
|
%
|
|||
Total cost of revenue
|
$
|
2,163
|
|
|
$
|
1,965
|
|
|
$
|
1,757
|
|
|
10
|
%
|
|
12
|
%
|
% of revenue
|
17.9
|
%
|
|
17.5
|
%
|
|
17.5
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Direct costs
|
$
|
5,043
|
|
|
$
|
4,670
|
|
|
$
|
4,360
|
|
|
8
|
%
|
|
7
|
%
|
Indirect costs
|
1,092
|
|
|
1,097
|
|
|
938
|
|
|
(1
|
)%
|
|
17
|
%
|
|||
Total selling and marketing
|
$
|
6,135
|
|
|
$
|
5,767
|
|
|
$
|
5,298
|
|
|
6
|
%
|
|
9
|
%
|
% of revenue
|
50.8
|
%
|
|
51.4
|
%
|
|
52.7
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Personnel and overhead
|
$
|
853
|
|
|
$
|
808
|
|
|
$
|
678
|
|
|
6
|
%
|
|
19
|
%
|
Depreciation and amortization of technology assets
|
537
|
|
|
495
|
|
|
445
|
|
|
8
|
%
|
|
11
|
%
|
|||
Other
|
373
|
|
|
314
|
|
|
264
|
|
|
19
|
%
|
|
19
|
%
|
|||
Total technology and content
|
$
|
1,763
|
|
|
$
|
1,617
|
|
|
$
|
1,387
|
|
|
9
|
%
|
|
17
|
%
|
% of revenue
|
14.6
|
%
|
|
14.4
|
%
|
|
13.8
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Personnel and overhead
|
$
|
522
|
|
|
$
|
520
|
|
|
$
|
453
|
|
|
—
|
%
|
|
15
|
%
|
Professional fees and other
|
325
|
|
|
288
|
|
|
223
|
|
|
13
|
%
|
|
29
|
%
|
|||
Total general and administrative
|
$
|
847
|
|
|
$
|
808
|
|
|
$
|
676
|
|
|
5
|
%
|
|
20
|
%
|
% of revenue
|
7.0
|
%
|
|
7.2
|
%
|
|
6.7
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Amortization of intangible assets
|
$
|
198
|
|
|
$
|
283
|
|
|
$
|
275
|
|
|
(30
|
)%
|
|
3
|
%
|
Impairment of intangible assets
|
—
|
|
|
42
|
|
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||
|
($ in millions)
|
|
|
|
|
||||||||||
Legal reserves, occupancy tax and other
|
$
|
34
|
|
|
$
|
(59
|
)
|
|
$
|
25
|
|
|
N/A
|
|
N/A
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Operating income
|
$
|
903
|
|
|
$
|
714
|
|
|
$
|
625
|
|
|
26
|
%
|
|
14
|
%
|
% of revenue
|
7.5
|
%
|
|
6.4
|
%
|
|
6.2
|
%
|
|
|
|
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Core OTA
|
$
|
2,447
|
|
|
$
|
2,305
|
|
|
$
|
2,057
|
|
|
6
|
%
|
|
12
|
%
|
trivago
|
85
|
|
|
16
|
|
|
5
|
|
|
447
|
%
|
|
186
|
%
|
|||
Vrbo
|
281
|
|
|
288
|
|
|
202
|
|
|
(2
|
)%
|
|
43
|
%
|
|||
Egencia
|
116
|
|
|
107
|
|
|
95
|
|
|
8
|
%
|
|
13
|
%
|
|||
Unallocated overhead costs (Corporate)(1)
|
(795
|
)
|
|
(746
|
)
|
|
(646
|
)
|
|
7
|
%
|
|
15
|
%
|
|||
Total Adjusted EBITDA(2)
|
$
|
2,134
|
|
|
$
|
1,970
|
|
|
$
|
1,713
|
|
|
8
|
%
|
|
15
|
%
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Interest income
|
$
|
59
|
|
|
$
|
71
|
|
|
$
|
34
|
|
|
(17
|
)%
|
|
108
|
%
|
Interest expense
|
(173
|
)
|
|
(190
|
)
|
|
(182
|
)
|
|
(9
|
)%
|
|
5
|
%
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Foreign exchange rate gains (losses), net
|
$
|
(34
|
)
|
|
$
|
3
|
|
|
$
|
(46
|
)
|
(Gains) losses on minority equity investments, net
|
8
|
|
|
(111
|
)
|
|
(14
|
)
|
|||
Other
|
12
|
|
|
(2
|
)
|
|
—
|
|
|||
Total other, net
|
$
|
(14
|
)
|
|
$
|
(110
|
)
|
|
$
|
(60
|
)
|
|
Year ended December 31,
|
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||
|
($ in millions)
|
|
|
|
|
||||||||||||
Provision for income taxes
|
$
|
203
|
|
|
$
|
87
|
|
|
$
|
45
|
|
|
131
|
%
|
|
94
|
%
|
Effective tax rate
|
26.2
|
%
|
|
18.1
|
%
|
|
10.9
|
%
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Net income attributable to Expedia Group, Inc.
|
$
|
565
|
|
|
$
|
406
|
|
|
$
|
378
|
|
Net income (loss) attributable to non-controlling interests
|
7
|
|
|
(8
|
)
|
|
(6
|
)
|
|||
Provision for income taxes
|
203
|
|
|
87
|
|
|
45
|
|
|||
Total other expense, net
|
128
|
|
|
229
|
|
|
208
|
|
|||
Operating income
|
903
|
|
|
714
|
|
|
625
|
|
|||
Gain (loss) on revenue hedges related to revenue recognized
|
22
|
|
|
25
|
|
|
8
|
|
|||
Restructuring and related reorganization charges
|
24
|
|
|
—
|
|
|
17
|
|
|||
Legal reserves, occupancy tax and other
|
34
|
|
|
(59
|
)
|
|
25
|
|
|||
Stock-based compensation
|
241
|
|
|
203
|
|
|
149
|
|
|||
Amortization of intangible assets
|
198
|
|
|
283
|
|
|
275
|
|
|||
Impairment of goodwill
|
—
|
|
|
86
|
|
|
—
|
|
|||
Impairment of intangible assets
|
—
|
|
|
42
|
|
|
—
|
|
|||
Depreciation
|
712
|
|
|
676
|
|
|
614
|
|
|||
Adjusted EBITDA
|
$
|
2,134
|
|
|
$
|
1,970
|
|
|
$
|
1,713
|
|
|
Year ended December 31,
|
|
$ Change
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs 2018
|
|
2018 vs 2017
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash provided by (used in) operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
2,767
|
|
|
$
|
1,975
|
|
|
$
|
1,845
|
|
|
$
|
792
|
|
|
$
|
130
|
|
Investing activities
|
(1,553
|
)
|
|
(559
|
)
|
|
(1,581
|
)
|
|
(994
|
)
|
|
1,022
|
|
|||||
Financing activities
|
175
|
|
|
(1,489
|
)
|
|
688
|
|
|
1,664
|
|
|
(2,177
|
)
|
|||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
3
|
|
|
(139
|
)
|
|
147
|
|
|
142
|
|
|
(286
|
)
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Number of shares repurchased
|
5.6 million
|
|
|
7.7 million
|
|
|
2.3 million
|
|
|||
Average price per share
|
$
|
122.72
|
|
|
$
|
117.02
|
|
|
$
|
127.04
|
|
Total cost of repurchases (in millions)(1)
|
$
|
683
|
|
|
$
|
903
|
|
|
$
|
294
|
|
(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)
|
$
|
6,241
|
|
|
$
|
951
|
|
|
$
|
1,042
|
|
|
$
|
777
|
|
|
$
|
3,471
|
|
Operating leases, including imputed interest (2)
|
881
|
|
|
154
|
|
|
256
|
|
|
146
|
|
|
325
|
|
|||||
Purchase obligations (3)
|
487
|
|
|
339
|
|
|
133
|
|
|
15
|
|
|
—
|
|
|||||
Guarantees (4)
|
68
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit (4)
|
39
|
|
|
22
|
|
|
13
|
|
|
—
|
|
|
4
|
|
|||||
Total(5)
|
$
|
7,716
|
|
|
$
|
1,534
|
|
|
$
|
1,444
|
|
|
$
|
938
|
|
|
$
|
3,800
|
|
(1)
|
Our 5.95% Notes, 2.5% Notes, 4.5% Notes, 5.0% Notes, 3.8% and 3.25% Notes include interest payments through maturity in 2020, 2022, 2024, 2026, 2028 and 2030 respectively, based on the stated fixed rates. For the 2.5% Notes, the December 31, 2019 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)
|
Operating lease obligations include leases for office space and data centers, including those leases entered into but not yet commenced as of December 31, 2019. Certain leases contain periodic rent escalation adjustments and renewal options. Lease obligations expire at various dates with the latest maturity in 2038.
|
(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, $16 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 $243 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
|
|
2.6
|
|
|
|
|
8-K
|
|
001-37429
|
|
2.1
|
|
4/16/2019
|
|
2.7
|
|
|
|
|
8-K
|
|
001-37429
|
|
2.1
|
|
6/5/2019
|
|
3.1
|
|
|
|
|
8-K
|
|
001-37429
|
|
3.1
|
|
12/4/2019
|
|
3.2
|
|
|
|
|
8-K
|
|
001-37429
|
|
3.1
|
|
4/16/2019
|
|
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
|
|
4.8
|
|
|
|
|
8-K
|
|
001-37429
|
|
4.1
|
|
9/20/2019
|
|
4.9
|
|
|
|
|
8-K
|
|
001-37429
|
|
4.2
|
|
9/20/2019
|
|
4.10
|
|
|
X
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.17
|
|
2/8/2019
|
|
10.18
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.16
|
|
5/3/2019
|
|
10.19
|
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
8/3/2007
|
|
10.20
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
4/16/2019
|
|
10.21
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.2
|
|
4/16/2019
|
|
10.22
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.3
|
|
4/16/2019
|
|
10.23
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.4
|
|
4/16/2019
|
|
10.24
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.5
|
|
4/16/2019
|
|
10.25
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.6
|
|
4/16/2019
|
|
10.26
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.7
|
|
4/16/2019
|
|
10.27
|
|
|
|
|
8-K*^
|
|
001-33982
|
|
10.1
|
|
11/7/2016
|
|
10.28
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.9
|
|
4/16/2019
|
10.29
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.10
|
|
4/16/2019
|
|
10.30
|
|
|
|
|
POS-AM*†
|
|
333-210377
|
|
2.1
|
|
11/4/2016
|
|
10.31*
|
|
|
|
|
DEF 14A
|
|
001-37429
|
|
App. A
|
|
8/23/2016
|
|
10.32*
|
|
|
|
|
S-8
|
|
333-206990
|
|
99.1
|
|
9/17/2015
|
|
10.33*
|
|
|
|
|
S-8
|
|
333-208548
|
|
99.1
|
|
12/15/2015
|
|
10.34*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.22
|
|
2/8/2019
|
|
10.35*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.23
|
|
2/8/2019
|
|
10.36*
|
|
|
|
|
10-Q
|
|
000-51447
|
|
10.1
|
|
8/1/2014
|
|
10.37*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.22
|
|
2/10/2017
|
|
10.38*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.1
|
|
4/27/2018
|
|
10.39*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.23
|
|
2/10/2017
|
|
10.40*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.2
|
|
4/27/2018
|
|
10.41*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.3
|
|
4/27/2018
|
|
10.42*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.13
|
|
2/19/2009
|
|
10.43*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.17
|
|
2/19/2009
|
|
10.44*
|
|
|
|
|
10-K
|
|
000-51447
|
|
10.20
|
|
2/6/2015
|
|
10.45*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.1
|
|
9/21/2017
|
|
10.46*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.2
|
|
3/9/2016
|
|
10.47*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.3
|
|
3/9/2016
|
|
10.48*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.2
|
|
9/21/2017
|
|
10.49*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.4
|
|
4/27/2018
|
|
10.50*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.3
|
|
9/21/2017
|
|
10.51*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.5
|
|
4/27/2018
|
|
10.52*
|
|
|
|
|
8-K
|
|
001-37429
|
|
10.1
|
|
3/7/2018
|
10.53*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.6
|
|
4/27/2018
|
|
10.54*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.7
|
|
4/27/2018
|
|
10.55*
|
|
|
|
|
8-K/A
|
|
001-37429
|
|
10.4
|
|
9/21/2017
|
|
10.56*
|
|
|
|
|
8-K
|
|
000-51447
|
|
10.3
|
|
4/1/2015
|
|
10.57*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.45
|
|
2/8/2019
|
|
10.58*
|
|
|
|
|
10-K
|
|
001-37429
|
|
10.46
|
|
2/8/2019
|
|
10.59*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.2
|
|
5/3/2019
|
|
10.60*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.3
|
|
5/3/2019
|
|
10.61*
|
|
|
|
|
10-Q
|
|
001-37429
|
|
10.4
|
|
5/3/2019
|
|
10.62*
|
|
|
X
|
|
|
|
|
|
|
|
|
|
21
|
|
|
X
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.3
|
|
|
X
|
|
|
|
|
|
|
|
|
|
32.1***
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2***
|
|
|
|
|
|
|
|
|
|
|
|
|
32.3***
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
|
|
X
|
|
|
|
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema
|
|
X
|
|
|
|
|
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
|
X
|
|
|
|
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
|
X
|
|
|
|
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase
|
|
X
|
|
|
|
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
|
X
|
|
|
|
|
|
|
|
|
104
|
|
Cover page formatted as Inline XBRL and contained in Exhibit 101
|
|
|
|
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
*†
|
Indicates reference to filing of Liberty Expedia Holdings, Inc.
|
*^
|
Indicates reference to filing of Qurate Retail, Inc.
|
***
|
Furnished herewith
|
|
Expedia Group, Inc.
|
|
|
|
|
|
By:
|
/s/ PETER M. KERN
|
|
|
Peter M. Kern
Vice Chairman and Director
(Co-Principal Executive Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ BARRY DILLER
|
|
Chairman of the Board, Senior Executive and Director
|
Barry Diller
|
|
(Co-Principal Executive Officer)
|
|
|
|
/s/ PETER M. KERN
|
|
Vice Chairman and Director
|
Peter M. Kern
|
|
(Co-Principal Executive Officer)
|
|
|
|
/s/ ERIC HART
|
|
Acting Chief Financial Officer
|
Eric Hart
|
|
(Principal Financial Officer)
|
|
|
|
/s/ LANCE A. SOLIDAY
|
|
Senior Vice President, Chief Accounting
|
Lance A. Soliday
|
|
Officer and Controller
|
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ SAMUEL ALTMAN
|
|
Director
|
Samuel Altman
|
|
|
|
|
|
/s/ SUSAN C. ATHEY
|
|
Director
|
Susan C. Athey
|
|
|
|
|
|
/s/ A. GEORGE BATTLE
|
|
Director
|
A. George Battle
|
|
|
|
|
|
/s/ CHELSEA CLINTON
|
|
Director
|
Chelsea Clinton
|
|
|
|
|
|
/s/ JON T. GIESELMAN
|
|
Director
|
Jon T. Gieselman
|
|
|
|
|
|
/s/ CRAIG A. JACOBSON
|
|
Director
|
Craig A. Jacobson
|
|
|
|
|
|
/s/ VICTOR A. KAUFMAN
|
|
Director
|
Victor A. Kaufman
|
|
|
|
|
|
/s/ DARA KHOSROWSHAHI
|
|
Director
|
Dara Khosrowshahi
|
|
|
|
|
|
/s/ ALEXANDER VON FURSTENBERG
|
|
Director
|
Alexander von Furstenberg
|
|
|
|
|
|
/s/ JULIE WHALEN
|
|
Director
|
Julie Whalen
|
|
|
|
|
|
|
|
|
|
|
|
|
Loyalty Programs
|
Description of the Matter
|
|
As discussed in Note 2 of the financial statements, travelers enrolled in the Expedia Rewards and Hotels.com Rewards loyalty programs (collectively “loyalty programs”) earn reward points with each eligible booking made which can be redeemed for free or discounted future bookings. Member consideration is allocated between travel services and reward points earned in the loyalty programs. The Company defers the relative standalone selling price of earned reward points, net of rewards not expected to be redeemed (known as “breakage”), as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet. In order to estimate the relative standalone selling price for reward points, the Company considers the stated redemption value per point dictated by the terms of the loyalty programs and then estimates the future breakage of reward points based on statistical modeling techniques using historical member activity. The deferred loyalty rewards balance, net of amounts paid to the travel suppler, is recognized as revenue when the travel service purchased with the loyalty reward is satisfied.
Auditing the Company’s deferred loyalty rewards balance is especially complex and judgmental due to significant measurement uncertainty in determining the expected future breakage of reward points. Management uses statistical modeling techniques to estimate future breakage based on historical member activity. The amount of member consideration allocated to the reward points earned is sensitive to the expected future breakage assumption. Changes in loyalty program terms or the method or manner in which reward points can be redeemed by members can change member behavior which increases the measurement uncertainty as historical member activity may not be indicative of future behavior.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over Management’s review of the statistical modeling techniques and resulting breakage estimates. We also tested controls over the completeness and accuracy of member activity data used in the breakage estimate analyses. This included controls over the Company’s systems and the application controls involved in the process to track loyalty reward member activity.
To test the deferred loyalty rewards balance, we performed audit procedures that included, among others, involving our actuarial specialists to assist us in assessing the methods used by Management and to develop an independent actuarial estimate of a reasonable range of breakage rates. We then compared this reasonable range of breakage rates to the Company’s estimates. Additionally, we tested the completeness and accuracy of the member activity data used by our actuarial specialists in their breakage analyses.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except for per share data)
|
||||||||||
Revenue
|
$
|
12,067
|
|
|
$
|
11,223
|
|
|
$
|
10,060
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (1)
|
2,163
|
|
|
1,965
|
|
|
1,757
|
|
|||
Selling and marketing (1)
|
6,135
|
|
|
5,767
|
|
|
5,298
|
|
|||
Technology and content (1)
|
1,763
|
|
|
1,617
|
|
|
1,387
|
|
|||
General and administrative (1)
|
847
|
|
|
808
|
|
|
676
|
|
|||
Amortization of intangible assets
|
198
|
|
|
283
|
|
|
275
|
|
|||
Impairment of goodwill
|
—
|
|
|
86
|
|
|
—
|
|
|||
Impairment of intangible assets
|
—
|
|
|
42
|
|
|
—
|
|
|||
Legal reserves, occupancy tax and other
|
34
|
|
|
(59
|
)
|
|
25
|
|
|||
Restructuring and related reorganization charges
|
24
|
|
|
—
|
|
|
17
|
|
|||
Operating income
|
903
|
|
|
714
|
|
|
625
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
59
|
|
|
71
|
|
|
34
|
|
|||
Interest expense
|
(173
|
)
|
|
(190
|
)
|
|
(182
|
)
|
|||
Other, net
|
(14
|
)
|
|
(110
|
)
|
|
(60
|
)
|
|||
Total other expense, net
|
(128
|
)
|
|
(229
|
)
|
|
(208
|
)
|
|||
Income before income taxes
|
775
|
|
|
485
|
|
|
417
|
|
|||
Provision for income taxes
|
(203
|
)
|
|
(87
|
)
|
|
(45
|
)
|
|||
Net income
|
572
|
|
|
398
|
|
|
372
|
|
|||
Net (income) loss attributable to non-controlling interests
|
(7
|
)
|
|
8
|
|
|
6
|
|
|||
Net income attributable to Expedia Group, Inc.
|
$
|
565
|
|
|
$
|
406
|
|
|
$
|
378
|
|
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.84
|
|
|
$
|
2.71
|
|
|
$
|
2.49
|
|
Diluted
|
3.77
|
|
|
2.65
|
|
|
2.42
|
|
|||
Shares used in computing earnings per share (000's):
|
|
|
|
|
|
||||||
Basic
|
147,194
|
|
|
149,961
|
|
|
151,619
|
|
|||
Diluted
|
149,884
|
|
|
152,889
|
|
|
156,385
|
|
(1) Includes stock-based compensation as follows:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
12
|
|
|
$
|
11
|
|
|
$
|
10
|
|
Selling and marketing
|
45
|
|
|
44
|
|
|
40
|
|
|||
Technology and content
|
74
|
|
|
61
|
|
|
55
|
|
|||
General and administrative
|
110
|
|
|
87
|
|
|
44
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
572
|
|
|
$
|
398
|
|
|
$
|
372
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Currency translation adjustments, net of taxes
|
(5
|
)
|
|
(86
|
)
|
|
189
|
|
|||
Unrealized losses on available for sale securities, net of taxes
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(5
|
)
|
|
(86
|
)
|
|
182
|
|
|||
Comprehensive income
|
567
|
|
|
312
|
|
|
554
|
|
|||
Less: Comprehensive income (loss) attributable to non-controlling interests
|
(1
|
)
|
|
(26
|
)
|
|
45
|
|
|||
Comprehensive income attributable to Expedia Group, Inc.
|
$
|
568
|
|
|
$
|
338
|
|
|
$
|
509
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except per share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,315
|
|
|
$
|
2,443
|
|
Restricted cash and cash equivalents
|
779
|
|
|
259
|
|
||
Short-term investments
|
526
|
|
|
28
|
|
||
Accounts receivable, net of allowance of $41 and $34
|
2,524
|
|
|
2,151
|
|
||
Income taxes receivable
|
70
|
|
|
24
|
|
||
Prepaid expenses and other current assets
|
521
|
|
|
292
|
|
||
Total current assets
|
7,735
|
|
|
5,197
|
|
||
Property and equipment, net
|
2,198
|
|
|
1,877
|
|
||
Operating lease right-of-use assets
|
611
|
|
|
—
|
|
||
Long-term investments and other assets
|
796
|
|
|
778
|
|
||
Deferred income taxes
|
145
|
|
|
69
|
|
||
Intangible assets, net
|
1,804
|
|
|
1,992
|
|
||
Goodwill
|
8,127
|
|
|
8,120
|
|
||
TOTAL ASSETS
|
$
|
21,416
|
|
|
$
|
18,033
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable, merchant
|
$
|
1,921
|
|
|
$
|
1,699
|
|
Accounts payable, other
|
906
|
|
|
788
|
|
||
Deferred merchant bookings
|
5,679
|
|
|
4,327
|
|
||
Deferred revenue
|
321
|
|
|
364
|
|
||
Income taxes payable
|
88
|
|
|
74
|
|
||
Accrued expenses and other current liabilities
|
1,050
|
|
|
808
|
|
||
Current maturities of long-term debt
|
749
|
|
|
—
|
|
||
Total current liabilities
|
10,714
|
|
|
8,060
|
|
||
Long-term debt, excluding current maturities
|
4,189
|
|
|
3,717
|
|
||
Deferred income taxes
|
56
|
|
|
69
|
|
||
Operating lease liabilities
|
532
|
|
|
—
|
|
||
Other long-term liabilities
|
374
|
|
|
506
|
|
||
Commitments and contingencies
|
|
|
|
||||
Redeemable non-controlling interests
|
15
|
|
|
30
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock $.0001 par value
|
—
|
|
|
—
|
|
||
Authorized shares: 1,600,000
|
|
|
|
||||
Shares issued: 256,692 and 231,493; Shares outstanding: 137,076 and 134,334
|
|
|
|
||||
Class B common stock $.0001 par value
|
—
|
|
|
—
|
|
||
Authorized shares: 400,000
|
|
|
|
||||
Shares issued: 12,800 and 12,800; Shares outstanding: 5,523 and 12,800
|
|
|
|
||||
Additional paid-in capital
|
12,978
|
|
|
9,549
|
|
||
Treasury stock — Common stock and Class B, at cost
|
(9,673
|
)
|
|
(5,742
|
)
|
||
Shares: 126,893 and 97,159
|
|
|
|
||||
Retained earnings
|
879
|
|
|
517
|
|
||
Accumulated other comprehensive income (loss)
|
(217
|
)
|
|
(220
|
)
|
||
Total Expedia Group, Inc. stockholders’ equity
|
3,967
|
|
|
4,104
|
|
||
Non-redeemable non-controlling interests
|
1,569
|
|
|
1,547
|
|
||
Total stockholders’ equity
|
5,536
|
|
|
5,651
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
21,416
|
|
|
$
|
18,033
|
|
|
|
Common stock
|
|
Class B
common stock
|
|
Additional
paid-in
capital
|
|
Treasury stock - Common and Class B
|
|
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, 2016
|
|
224,309,769
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
8,794
|
|
|
87,077,319
|
|
|
$
|
(4,511
|
)
|
|
$
|
129
|
|
|
$
|
(280
|
)
|
|
$
|
1,561
|
|
|
$
|
5,693
|
|
Net income (loss) (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
|
|
Net income (loss) (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
|
|
|
|
Common stock
|
|
Class B
common stock
|
|
Additional
paid-in
capital
|
|
Treasury stock - Common and Class B
|
|
Retained
earnings
(deficit)
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Non-redeemable
non-controlling
interest
|
|
Total
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Net income (excludes $2 of net loss attributable to redeemable non-controlling interest)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
565
|
|
|
|
|
9
|
|
|
574
|
|
||||||||||||||||
Other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
(8
|
)
|
|
(5
|
)
|
||||||||||||||||
Payment of dividends to stockholders (declared at $1.32 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(195
|
)
|
|
|
|
|
|
(195
|
)
|
|||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
4,453,610
|
|
|
—
|
|
|
|
|
|
|
301
|
|
|
|
|
|
|
|
|
|
|
|
|
301
|
|
|||||||||||||||
Withholding taxes for stock options
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||||||||||
Liberty Expedia Holdings transaction
|
|
20,745,181
|
|
|
—
|
|
|
|
|
|
|
2,883
|
|
|
23,876,671
|
|
|
(3,212
|
)
|
|
|
|
|
|
|
|
(329
|
)
|
|||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
295,185
|
|
|
(36
|
)
|
|
|
|
|
|
|
|
(36
|
)
|
||||||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
|
|
|
|
5,562,083
|
|
|
(683
|
)
|
|
|
|
|
|
|
|
(683
|
)
|
||||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
(14
|
)
|
|||||||||||||||||
Other changes in ownership of non-controlling interests
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
22
|
|
||||||||||||||||
Impact of adoption of new accounting guidance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
6
|
|
|||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
246
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
|||||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||||||
Balance as of December 31, 2019
|
|
256,691,777
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
12,978
|
|
|
126,892,525
|
|
|
$
|
(9,673
|
)
|
|
$
|
879
|
|
|
$
|
(217
|
)
|
|
$
|
1,569
|
|
|
$
|
5,536
|
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
572
|
|
|
$
|
398
|
|
|
$
|
372
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of property and equipment, including internal-use software and website development
|
712
|
|
|
676
|
|
|
614
|
|
|||
Amortization of stock-based compensation
|
241
|
|
|
203
|
|
|
149
|
|
|||
Amortization and impairment of intangible assets
|
198
|
|
|
325
|
|
|
275
|
|
|||
Impairment of goodwill
|
—
|
|
|
86
|
|
|
—
|
|
|||
Deferred income taxes
|
(91
|
)
|
|
(308
|
)
|
|
(103
|
)
|
|||
Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net
|
(5
|
)
|
|
111
|
|
|
(79
|
)
|
|||
Realized (gain) loss on foreign currency forwards
|
(22
|
)
|
|
(31
|
)
|
|
(6
|
)
|
|||
(Gain) loss on minority equity investments, net
|
(8
|
)
|
|
111
|
|
|
14
|
|
|||
Other
|
(21
|
)
|
|
22
|
|
|
(30
|
)
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(368
|
)
|
|
(282
|
)
|
|
(456
|
)
|
|||
Prepaid expenses and other assets
|
(193
|
)
|
|
(29
|
)
|
|
(71
|
)
|
|||
Accounts payable, merchant
|
224
|
|
|
(134
|
)
|
|
316
|
|
|||
Accounts payable, other, accrued expenses and other liabilities
|
254
|
|
|
196
|
|
|
257
|
|
|||
Tax payable/receivable, net
|
(23
|
)
|
|
102
|
|
|
(30
|
)
|
|||
Deferred merchant bookings
|
1,342
|
|
|
489
|
|
|
593
|
|
|||
Deferred revenue
|
(45
|
)
|
|
40
|
|
|
30
|
|
|||
Net cash provided by operating activities
|
2,767
|
|
|
1,975
|
|
|
1,845
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures, including internal-use software and website development
|
(1,160
|
)
|
|
(878
|
)
|
|
(710
|
)
|
|||
Purchases of investments
|
(1,346
|
)
|
|
(1,803
|
)
|
|
(1,811
|
)
|
|||
Sales and maturities of investments
|
852
|
|
|
2,137
|
|
|
1,096
|
|
|||
Acquisitions, net of cash and restricted cash acquired
|
80
|
|
|
(53
|
)
|
|
(169
|
)
|
|||
Other, net
|
21
|
|
|
38
|
|
|
13
|
|
|||
Net cash used in investing activities
|
(1,553
|
)
|
|
(559
|
)
|
|
(1,581
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt, net of issuance costs
|
1,231
|
|
|
—
|
|
|
990
|
|
|||
Payment of long-term debt
|
—
|
|
|
(500
|
)
|
|
—
|
|
|||
Payment of Liberty Expedia Exchangeable Debentures
|
(400
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of treasury stock
|
(743
|
)
|
|
(923
|
)
|
|
(312
|
)
|
|||
Proceeds from issuance of treasury stock
|
—
|
|
|
31
|
|
|
—
|
|
|||
Payment of dividends to stockholders
|
(195
|
)
|
|
(186
|
)
|
|
(176
|
)
|
|||
Proceeds from exercise of equity awards and employee stock purchase plan
|
301
|
|
|
166
|
|
|
229
|
|
|||
Changes in controlled subsidiaries, net
|
(28
|
)
|
|
(62
|
)
|
|
(18
|
)
|
|||
Other, net
|
9
|
|
|
(15
|
)
|
|
(25
|
)
|
|||
Net cash provided by (used in) financing activities
|
175
|
|
|
(1,489
|
)
|
|
688
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
|
3
|
|
|
(139
|
)
|
|
147
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents
|
1,392
|
|
|
(212
|
)
|
|
1,099
|
|
|||
Cash, cash equivalents and restricted cash and cash equivalents
at beginning of year
|
2,705
|
|
|
2,917
|
|
|
1,818
|
|
|||
Cash, cash equivalents and restricted cash and cash equivalents at end of year
|
$
|
4,097
|
|
|
$
|
2,705
|
|
|
$
|
2,917
|
|
Supplemental cash flow information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
157
|
|
|
$
|
196
|
|
|
$
|
163
|
|
Income tax payments, net
|
304
|
|
|
282
|
|
|
174
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
3,315
|
|
|
$
|
2,443
|
|
Restricted cash and cash equivalents
|
779
|
|
|
259
|
|
||
Restricted cash included within long-term investments and other assets
|
3
|
|
|
3
|
|
||
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow
|
$
|
4,097
|
|
|
$
|
2,705
|
|
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
|
$
|
36
|
|
|
$
|
36
|
|
|
$
|
—
|
|
Term deposits
|
865
|
|
|
—
|
|
|
865
|
|
|||
U.S. treasury securities
|
10
|
|
|
10
|
|
|
—
|
|
|||
Investments:
|
|
|
|
|
|
||||||
Term deposits
|
526
|
|
|
—
|
|
|
526
|
|
|||
Marketable equity securities
|
129
|
|
|
129
|
|
|
—
|
|
|||
Total assets
|
$
|
1,566
|
|
|
$
|
175
|
|
|
$
|
1,391
|
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Derivatives:
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
|
(In millions)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
35
|
|
|
$
|
35
|
|
|
$
|
—
|
|
Term deposits
|
624
|
|
|
—
|
|
|
624
|
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
22
|
|
|
—
|
|
|
22
|
|
|||
Investments:
|
|
|
|
|
|
||||||
Term deposits
|
28
|
|
|
—
|
|
|
28
|
|
|||
Marketable equity securities
|
119
|
|
|
119
|
|
|
—
|
|
|||
Total assets
|
$
|
828
|
|
|
$
|
154
|
|
|
$
|
674
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Capitalized software development
|
$
|
2,947
|
|
|
$
|
2,643
|
|
Computer equipment
|
643
|
|
|
597
|
|
||
Furniture and other equipment
|
114
|
|
|
94
|
|
||
Buildings and leasehold improvements
|
688
|
|
|
435
|
|
||
Land
|
129
|
|
|
129
|
|
||
|
4,521
|
|
|
3,898
|
|
||
Less: accumulated depreciation
|
(2,833
|
)
|
|
(2,552
|
)
|
||
Projects in progress
|
510
|
|
|
531
|
|
||
Property and equipment, net
|
$
|
2,198
|
|
|
$
|
1,877
|
|
|
Year ended
December 31, |
||
|
2019
|
||
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows for operating lease payments
|
$
|
152
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
183
|
|
|
December 31, 2019
|
||
|
(in millions)
|
||
Operating lease right-of-use assets
|
$
|
611
|
|
|
|
||
Current lease liabilities included within Accrued expenses and other current liabilities
|
$
|
119
|
|
Long-term lease liabilities included within Operating lease liabilities
|
532
|
|
|
Total operating lease liabilities
|
$
|
651
|
|
|
|
||
Weighted average remaining lease term
|
8.8 years
|
|
|
Weighted average discount rate
|
3.5
|
%
|
|
Operating Leases
|
||
|
(in millions)
|
||
Year ending December 31,
|
|
||
2020
|
$
|
139
|
|
2021
|
121
|
|
|
2022
|
94
|
|
|
2023
|
67
|
|
|
2024
|
53
|
|
|
2025 and thereafter
|
291
|
|
|
Total lease payments
|
765
|
|
|
Less: imputed interest
|
(114
|
)
|
|
Total
|
$
|
651
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Goodwill
|
$
|
8,127
|
|
|
$
|
8,120
|
|
Intangible assets with indefinite lives
|
1,284
|
|
|
1,400
|
|
||
Intangible assets with definite lives, net
|
520
|
|
|
592
|
|
||
|
$
|
9,931
|
|
|
$
|
10,112
|
|
|
Core OTA
|
|
trivago
|
|
Vrbo
|
|
Egencia
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance as of January 1, 2018
|
$
|
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
|
|
|||||
Additions
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Foreign exchange translation and other
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(2
|
)
|
|
(14
|
)
|
|||||
Balance as of December 31, 2019
|
$
|
4,741
|
|
|
$
|
549
|
|
|
$
|
2,703
|
|
|
$
|
134
|
|
|
$
|
8,127
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Customer relationships
|
$
|
658
|
|
|
$
|
(499
|
)
|
|
$
|
159
|
|
|
$
|
659
|
|
|
$
|
(419
|
)
|
|
$
|
240
|
|
Supplier relationships
|
651
|
|
|
(483
|
)
|
|
168
|
|
|
650
|
|
|
(426
|
)
|
|
224
|
|
||||||
Domain names
|
183
|
|
|
(109
|
)
|
|
74
|
|
|
159
|
|
|
(83
|
)
|
|
76
|
|
||||||
Technology
|
529
|
|
|
(521
|
)
|
|
8
|
|
|
544
|
|
|
(510
|
)
|
|
34
|
|
||||||
Other(1)
|
563
|
|
|
(452
|
)
|
|
111
|
|
|
450
|
|
|
(432
|
)
|
|
18
|
|
||||||
Total
|
$
|
2,584
|
|
|
$
|
(2,064
|
)
|
|
$
|
520
|
|
|
$
|
2,462
|
|
|
$
|
(1,870
|
)
|
|
$
|
592
|
|
(1)
|
During the year ended December 31, 2019, we reclassified an intangible asset valued at $113 million from indefinite-lived to definite lived and began amortizing that asset over seven years after determining no impairment existed.
|
2020
|
$
|
163
|
|
2021
|
117
|
|
|
2022
|
95
|
|
|
2023
|
55
|
|
|
2024
|
50
|
|
|
2025 and thereafter
|
40
|
|
|
Total
|
$
|
520
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
5.95% senior notes due 2020
|
$
|
749
|
|
|
$
|
748
|
|
2.5% (€650 million) senior notes due 2022
|
725
|
|
|
740
|
|
||
4.5% senior notes due 2024
|
497
|
|
|
496
|
|
||
5.0% senior notes due 2026
|
743
|
|
|
742
|
|
||
3.8% senior notes due 2028
|
992
|
|
|
991
|
|
||
3.25% senior dues due 2030
|
1,232
|
|
|
—
|
|
||
Total debt(1)
|
4,938
|
|
|
3,717
|
|
||
Current maturities of long-term debt
|
(749
|
)
|
|
—
|
|
||
Long-term debt, excluding current maturities
|
$
|
4,189
|
|
|
$
|
3,717
|
|
(1)
|
Net of discounts and debt issuance costs.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
5.95% senior notes due 2020
|
$
|
767
|
|
|
$
|
778
|
|
2.5% (€650 million) senior notes due 2022(1)
|
764
|
|
|
771
|
|
||
4.5% senior notes due 2024
|
536
|
|
|
504
|
|
||
5.0% senior notes due 2026
|
825
|
|
|
760
|
|
||
3.8% senior notes due 2028
|
1,021
|
|
|
915
|
|
||
3.25% senior notes due 2030
|
1,206
|
|
|
—
|
|
(1)
|
Approximately 682 million Euro as of December 31, 2019 and 674 million Euro as of December 31, 2018.
|
|
RSUs
|
|
Weighted Average
Grant-Date Fair
Value
|
|||
|
(In thousands)
|
|
|
|||
Balance as of January 1, 2017
|
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
|
|
|
Granted
|
2,937
|
|
|
121.39
|
|
|
Vested
|
(952
|
)
|
|
114.33
|
|
|
Cancelled
|
(616
|
)
|
|
117.54
|
|
|
Balance as of December 31, 2019
|
4,130
|
|
|
117.05
|
|
|
Options
|
|
Weighted Average
Exercise Price
|
|
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
|
|||||
|
(In thousands)
|
|
|
|
(In years)
|
|
(In millions)
|
|||||
Balance as of January 1, 2017
|
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
|
|
|
|
|
|
|||
Granted
|
31
|
|
|
123.31
|
|
|
|
|
|
|||
Exercised
|
(3,370
|
)
|
|
85.04
|
|
|
|
|
|
|||
Cancelled
|
(1,246
|
)
|
|
111.31
|
|
|
|
|
|
|||
Balance as of December 31, 2019
|
13,115
|
|
|
102.97
|
|
|
3.3
|
|
$
|
112
|
|
|
Exercisable as of December 31, 2019
|
7,559
|
|
|
98.75
|
|
|
2.5
|
|
94
|
|
||
Vested and expected to vest after December 31, 2019
|
13,115
|
|
|
102.97
|
|
|
3.3
|
|
112
|
|
|
2018
|
|
2017
|
||||
Risk-free interest rate
|
2.47
|
%
|
|
1.58
|
%
|
||
Expected volatility
|
32.81
|
%
|
|
32.47
|
%
|
||
Expected life (in years)
|
3.80
|
|
|
3.65
|
|
||
Dividend yield
|
1.11
|
%
|
|
0.92
|
%
|
||
Weighted-average estimated fair value of options granted during the year
|
$
|
24.97
|
|
|
$
|
30.17
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
U.S.
|
$
|
172
|
|
|
$
|
32
|
|
|
$
|
(45
|
)
|
Foreign
|
603
|
|
|
453
|
|
|
462
|
|
|||
Total
|
$
|
775
|
|
|
$
|
485
|
|
|
$
|
417
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Current income tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
76
|
|
|
$
|
186
|
|
|
$
|
12
|
|
State
|
20
|
|
|
42
|
|
|
6
|
|
|||
Foreign
|
198
|
|
|
167
|
|
|
130
|
|
|||
Current income tax expense
|
294
|
|
|
395
|
|
|
148
|
|
|||
Deferred income tax (benefit) expense:
|
|
|
|
|
|
||||||
Federal
|
(53
|
)
|
|
(273
|
)
|
|
(94
|
)
|
|||
State
|
(9
|
)
|
|
(25
|
)
|
|
(1
|
)
|
|||
Foreign
|
(29
|
)
|
|
(10
|
)
|
|
(8
|
)
|
|||
Deferred income tax (benefit) expense
|
(91
|
)
|
|
(308
|
)
|
|
(103
|
)
|
|||
Income tax expense
|
$
|
203
|
|
|
$
|
87
|
|
|
$
|
45
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Provision for accrued expenses
|
$
|
100
|
|
|
$
|
87
|
|
Deferred loyalty rewards
|
183
|
|
|
166
|
|
||
Net operating loss and tax credit carryforwards
|
100
|
|
|
123
|
|
||
Stock-based compensation
|
86
|
|
|
67
|
|
||
Property and equipment
|
102
|
|
|
55
|
|
||
Operating lease liabilities
|
136
|
|
|
—
|
|
||
Other
|
72
|
|
|
68
|
|
||
Total deferred tax assets
|
779
|
|
|
566
|
|
||
Less valuation allowance
|
(77
|
)
|
|
(80
|
)
|
||
Net deferred tax assets
|
$
|
702
|
|
|
$
|
486
|
|
Deferred tax liabilities:
|
|
|
|
||||
Goodwill and intangible assets
|
(485
|
)
|
|
(486
|
)
|
||
Operating lease ROU assets
|
(128
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
$
|
(613
|
)
|
|
$
|
(486
|
)
|
Net deferred tax liability
|
$
|
89
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Income tax expense at the federal statutory rate of 21% for 2019 and 2018 and 35% for 2017
|
$
|
163
|
|
|
$
|
102
|
|
|
$
|
146
|
|
Foreign tax rate differential
|
40
|
|
|
(42
|
)
|
|
(82
|
)
|
|||
Federal research and development credit
|
(25
|
)
|
|
(23
|
)
|
|
(16
|
)
|
|||
Excess tax benefits related to stock-based compensation
|
(13
|
)
|
|
(10
|
)
|
|
(60
|
)
|
|||
Unrecognized tax benefits and related interest
|
17
|
|
|
23
|
|
|
27
|
|
|||
Change in valuation allowance
|
(3
|
)
|
|
8
|
|
|
4
|
|
|||
Return to provision true-ups
|
(12
|
)
|
|
(7
|
)
|
|
1
|
|
|||
trivago stock-based compensation
|
7
|
|
|
7
|
|
|
5
|
|
|||
State taxes
|
22
|
|
|
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
|
(14
|
)
|
|
(38
|
)
|
|
—
|
|
|||
Other, net
|
21
|
|
|
27
|
|
|
31
|
|
|||
Income tax expense
|
$
|
203
|
|
|
$
|
87
|
|
|
$
|
45
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Balance, beginning of year
|
$
|
293
|
|
|
$
|
261
|
|
|
$
|
220
|
|
Increases to tax positions related to the current year
|
12
|
|
|
24
|
|
|
35
|
|
|||
Increases to tax positions related to prior years
|
5
|
|
|
2
|
|
|
4
|
|
|||
Decreases to tax positions related to prior years
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Reductions due to lapsed statute of limitations
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Settlements during current year
|
(11
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Interest and penalties
|
8
|
|
|
8
|
|
|
7
|
|
|||
Balance, end of year
|
$
|
305
|
|
|
$
|
293
|
|
|
$
|
261
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Balance, beginning of the period
|
$
|
30
|
|
|
$
|
22
|
|
|
$
|
—
|
|
Acquisition of redeemable non-controlling interest
|
—
|
|
|
—
|
|
|
20
|
|
|||
Purchase of subsidiary shares at fair value
|
(28
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to non-controlling interests
|
(2
|
)
|
|
1
|
|
|
3
|
|
|||
Fair value adjustments
|
14
|
|
|
3
|
|
|
—
|
|
|||
Currency translation adjustments
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Other
|
2
|
|
|
6
|
|
|
(1
|
)
|
|||
Balance, end of period
|
$
|
15
|
|
|
$
|
30
|
|
|
$
|
22
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Number of shares repurchased
|
5.6 million
|
|
|
7.7 million
|
|
|
2.3 million
|
|
|||
Average price per share
|
$
|
122.72
|
|
|
$
|
117.02
|
|
|
$
|
127.04
|
|
Total cost of repurchases (in millions)(1)
|
$
|
683
|
|
|
$
|
903
|
|
|
$
|
294
|
|
(1)
|
Amount excludes transaction costs.
|
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in millions)
|
|
Payment Date
|
||||
Year ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
||||
|
February 6, 2019
|
|
$
|
0.32
|
|
|
March 7, 2019
|
|
$
|
47
|
|
|
March 27, 2019
|
|
May 1, 2019
|
|
0.32
|
|
|
May 23, 2019
|
|
48
|
|
|
June 13, 2019
|
||
|
July 24, 2019
|
|
0.34
|
|
|
August 22, 2019
|
|
50
|
|
|
September 12, 2019
|
||
|
November 6, 2019
|
|
0.34
|
|
|
November 19, 2019
|
|
50
|
|
|
December 12, 2019
|
||
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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except share and per share data)
|
||||||||||
Net income attributable to Expedia Group, Inc.
|
$
|
565
|
|
|
$
|
406
|
|
|
$
|
378
|
|
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.84
|
|
|
$
|
2.71
|
|
|
$
|
2.49
|
|
Diluted
|
3.77
|
|
|
2.65
|
|
|
2.42
|
|
|||
Weighted average number of shares outstanding (000's):
|
|
|
|
|
|
||||||
Basic
|
147,194
|
|
|
149,961
|
|
|
151,619
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Options to purchase common stock
|
1,873
|
|
|
2,317
|
|
|
4,218
|
|
|||
Other dilutive securities
|
817
|
|
|
611
|
|
|
548
|
|
|||
Diluted
|
149,884
|
|
|
152,889
|
|
|
156,385
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Foreign exchange rate gains (losses), net
|
$
|
(34
|
)
|
|
$
|
3
|
|
|
$
|
(46
|
)
|
Gains (losses) on minority equity investments, net
|
8
|
|
|
(111
|
)
|
|
(14
|
)
|
|||
Other
|
12
|
|
|
(2
|
)
|
|
—
|
|
|||
Total
|
$
|
(14
|
)
|
|
$
|
(110
|
)
|
|
$
|
(60
|
)
|
|
|
|
By Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 to 3
years
|
|
3 to 5
years
|
|
More than
5 years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Purchase obligations
|
$
|
487
|
|
|
$
|
339
|
|
|
$
|
133
|
|
|
$
|
15
|
|
|
$
|
—
|
|
Guarantees
|
68
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
|
39
|
|
|
22
|
|
|
13
|
|
|
—
|
|
|
4
|
|
|||||
|
$
|
594
|
|
|
$
|
429
|
|
|
$
|
146
|
|
|
$
|
15
|
|
|
$
|
4
|
|
|
Year ended December 31, 2019
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
Vrbo
|
|
Egencia
|
|
Corporate &
Eliminations
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Third-party revenue
|
$
|
9,427
|
|
|
$
|
622
|
|
|
$
|
1,340
|
|
|
$
|
620
|
|
|
$
|
58
|
|
|
$
|
12,067
|
|
Intersegment revenue
|
—
|
|
|
316
|
|
|
—
|
|
|
—
|
|
|
(316
|
)
|
|
—
|
|
||||||
Revenue
|
$
|
9,427
|
|
|
$
|
938
|
|
|
$
|
1,340
|
|
|
$
|
620
|
|
|
$
|
(258
|
)
|
|
$
|
12,067
|
|
Adjusted EBITDA
|
$
|
2,447
|
|
|
$
|
85
|
|
|
$
|
281
|
|
|
$
|
116
|
|
|
$
|
(795
|
)
|
|
$
|
2,134
|
|
Depreciation
|
(379
|
)
|
|
(11
|
)
|
|
(100
|
)
|
|
(50
|
)
|
|
(172
|
)
|
|
(712
|
)
|
||||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
(198
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
(241
|
)
|
||||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
||||||
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
||||||
Realized (gain) loss on revenue hedges
|
(21
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||||
Operating income (loss)
|
$
|
2,047
|
|
|
$
|
74
|
|
|
$
|
180
|
|
|
$
|
66
|
|
|
$
|
(1,464
|
)
|
|
903
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
(128
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
775
|
|
|||||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
(203
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
572
|
|
|||||||||||
Net income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|||||||||||
Net income attributable to Expedia Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
$
|
565
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||||||
|
Core OTA
|
|
trivago
|
|
Vrbo
|
|
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
|
|
||||||
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
|
|
Vrbo
|
|
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 income, 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,
|
||||||||||
|
2019
|
|
2018
|
|
2017 (1)
|
||||||
|
(In millions)
|
||||||||||
Business Model
|
|
|
|
|
|
||||||
Merchant
|
$
|
6,459
|
|
|
$
|
5,950
|
|
|
$
|
5,394
|
|
Agency
|
3,165
|
|
|
3,010
|
|
|
2,687
|
|
|||
Advertising and media
|
1,103
|
|
|
1,092
|
|
|
1,073
|
|
|||
Vrbo
|
1,340
|
|
|
1,171
|
|
|
906
|
|
|||
Total revenue
|
$
|
12,067
|
|
|
$
|
11,223
|
|
|
$
|
10,060
|
|
Service Type
|
|
|
|
|
|
||||||
Lodging
|
$
|
8,472
|
|
|
$
|
7,712
|
|
|
$
|
6,851
|
|
Air
|
869
|
|
|
881
|
|
|
784
|
|
|||
Advertising and media
|
1,103
|
|
|
1,092
|
|
|
1,073
|
|
|||
Other(2)
|
1,623
|
|
|
1,538
|
|
|
1,352
|
|
|||
Total revenue
|
$
|
12,067
|
|
|
$
|
11,223
|
|
|
$
|
10,060
|
|
(1)
|
Results for 2019 and 2018 are presented under the new revenue recognition accounting guidance, which we adopted on January 1, 2018 using the modified retrospective method. Therefore, 2017 results have not been adjusted and continued to be reported under the accounting standards in effect for that period.
|
(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. Other also includes product revenue of $58 million during the year ended December 31, 2019 related to our acquisition of Bodybuilding.com.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
6,869
|
|
|
$
|
6,202
|
|
|
$
|
5,542
|
|
All other countries
|
5,198
|
|
|
5,021
|
|
|
4,518
|
|
|||
|
$
|
12,067
|
|
|
$
|
11,223
|
|
|
$
|
10,060
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Property and equipment, net
|
|
|
|
||||
United States
|
$
|
2,038
|
|
|
$
|
1,571
|
|
All other countries
|
160
|
|
|
306
|
|
||
|
$
|
2,198
|
|
|
$
|
1,877
|
|
Description
|
Balance at
Beginning of
Period
|
|
Charges to
Earnings
|
|
Charges to
Other
Accounts(1)
|
|
Deductions
|
|
Balance at End
of Period
|
||||||||||
|
(In millions)
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
34
|
|
|
$
|
25
|
|
|
$
|
(3
|
)
|
|
$
|
(15
|
)
|
|
$
|
41
|
|
Other reserves
|
19
|
|
|
|
|
|
|
|
|
19
|
|
||||||||
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
|
|
(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, 2019
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
2,747
|
|
|
$
|
3,558
|
|
|
$
|
3,153
|
|
|
$
|
2,609
|
|
Operating income (loss)
|
160
|
|
|
609
|
|
|
265
|
|
|
(131
|
)
|
||||
Net income (loss) attributable to Expedia Group, Inc
|
76
|
|
|
409
|
|
|
183
|
|
|
(103
|
)
|
||||
Basic earnings (loss) per share(1)
|
$
|
0.52
|
|
|
$
|
2.77
|
|
|
$
|
1.23
|
|
|
$
|
(0.69
|
)
|
Diluted earnings (loss) per share(1)
|
0.52
|
|
|
2.71
|
|
|
1.21
|
|
|
(0.69
|
)
|
||||
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.(2)
|
17
|
|
|
525
|
|
|
1
|
|
|
(137
|
)
|
||||
Basic earnings (loss) per share(1)
|
$
|
0.11
|
|
|
$
|
3.51
|
|
|
$
|
0.01
|
|
|
$
|
(0.91
|
)
|
Diluted earnings (loss) per share(1)
|
0.11
|
|
|
3.43
|
|
|
0.01
|
|
|
(0.91
|
)
|
(1)
|
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.
|
(2)
|
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.
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
9,463
|
|
|
$
|
2,929
|
|
|
$
|
(325
|
)
|
|
$
|
12,067
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue
|
—
|
|
|
1,569
|
|
|
616
|
|
|
(22
|
)
|
|
2,163
|
|
|||||
Selling and marketing
|
—
|
|
|
4,666
|
|
|
1,772
|
|
|
(303
|
)
|
|
6,135
|
|
|||||
Technology and content
|
—
|
|
|
1,247
|
|
|
516
|
|
|
—
|
|
|
1,763
|
|
|||||
General and administrative
|
—
|
|
|
557
|
|
|
290
|
|
|
—
|
|
|
847
|
|
|||||
Amortization of intangible assets
|
—
|
|
|
117
|
|
|
81
|
|
|
—
|
|
|
198
|
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
16
|
|
|
18
|
|
|
—
|
|
|
34
|
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
13
|
|
|
11
|
|
|
—
|
|
|
24
|
|
|||||
Intercompany (income) expense, net
|
2
|
|
|
856
|
|
|
(858
|
)
|
|
—
|
|
|
—
|
|
|||||
Operating income
|
(2
|
)
|
|
422
|
|
|
483
|
|
|
—
|
|
|
903
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in pre-tax earnings of consolidated subsidiaries
|
702
|
|
|
372
|
|
|
—
|
|
|
(1,074
|
)
|
|
—
|
|
|||||
Other, net
|
(176
|
)
|
|
39
|
|
|
9
|
|
|
—
|
|
|
(128
|
)
|
|||||
Total other income (expense), net
|
526
|
|
|
411
|
|
|
9
|
|
|
(1,074
|
)
|
|
(128
|
)
|
|||||
Income before income taxes
|
524
|
|
|
833
|
|
|
492
|
|
|
(1,074
|
)
|
|
775
|
|
|||||
Provision for income taxes
|
41
|
|
|
(129
|
)
|
|
(115
|
)
|
|
—
|
|
|
(203
|
)
|
|||||
Net income
|
565
|
|
|
704
|
|
|
377
|
|
|
(1,074
|
)
|
|
572
|
|
|||||
Net (income) loss attributable to non-controlling interests
|
—
|
|
|
3
|
|
|
(10
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Net income attributable to Expedia Group, Inc.
|
$
|
565
|
|
|
$
|
707
|
|
|
$
|
367
|
|
|
$
|
(1,074
|
)
|
|
$
|
565
|
|
Comprehensive income attributable to Expedia Group, Inc.
|
$
|
568
|
|
|
$
|
696
|
|
|
$
|
359
|
|
|
$
|
(1,055
|
)
|
|
$
|
568
|
|
|
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 intangibles
|
—
|
|
|
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 (expense), 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)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current assets
|
$
|
443
|
|
|
$
|
7,416
|
|
|
$
|
2,588
|
|
|
$
|
(2,712
|
)
|
|
$
|
7,735
|
|
Investment in subsidiaries
|
11,345
|
|
|
3,297
|
|
|
—
|
|
|
(14,642
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,414
|
|
|
390
|
|
|
—
|
|
|
1,804
|
|
|||||
Goodwill
|
—
|
|
|
6,366
|
|
|
1,761
|
|
|
—
|
|
|
8,127
|
|
|||||
Other assets, net
|
—
|
|
|
2,540
|
|
|
1,248
|
|
|
(38
|
)
|
|
3,750
|
|
|||||
TOTAL ASSETS
|
$
|
11,788
|
|
|
$
|
21,033
|
|
|
$
|
5,987
|
|
|
$
|
(17,392
|
)
|
|
$
|
21,416
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Total current liabilities
|
$
|
2,063
|
|
|
$
|
9,097
|
|
|
$
|
2,266
|
|
|
$
|
(2,712
|
)
|
|
$
|
10,714
|
|
Long-term debt, excluding current maturities
|
4,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,189
|
|
|||||
Other long-term liabilities
|
—
|
|
|
506
|
|
|
494
|
|
|
(38
|
)
|
|
962
|
|
|||||
Redeemable non-controlling interests
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Stockholders’ equity
|
5,536
|
|
|
11,415
|
|
|
3,227
|
|
|
(14,642
|
)
|
|
5,536
|
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
11,788
|
|
|
$
|
21,033
|
|
|
$
|
5,987
|
|
|
$
|
(17,392
|
)
|
|
$
|
21,416
|
|
|
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
|
|
Consolidated
|
||||||||
|
(In millions)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
2,113
|
|
|
$
|
654
|
|
|
$
|
2,767
|
|
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures, including internal-use software and website development
|
—
|
|
|
(1,058
|
)
|
|
(102
|
)
|
|
(1,160
|
)
|
||||
Purchases of investments
|
—
|
|
|
(1,280
|
)
|
|
(66
|
)
|
|
(1,346
|
)
|
||||
Sales and maturities of investments
|
—
|
|
|
816
|
|
|
36
|
|
|
852
|
|
||||
Acquisitions, net of cash and restricted cash acquired
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
||||
Transfers (to) from related parties
|
(351
|
)
|
|
296
|
|
|
55
|
|
|
—
|
|
||||
Other, net
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Net cash used in investing activities
|
(351
|
)
|
|
(1,125
|
)
|
|
(77
|
)
|
|
(1,553
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt, net of debt issuance costs
|
1,231
|
|
|
—
|
|
|
—
|
|
|
1,231
|
|
||||
Payment of Liberty Expedia Exchangeable Debentures
|
—
|
|
|
(400
|
)
|
|
—
|
|
|
(400
|
)
|
||||
Purchases of treasury stock
|
(743
|
)
|
|
—
|
|
|
—
|
|
|
(743
|
)
|
||||
Payment of dividends to stockholders
|
(195
|
)
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
||||
Proceeds from exercise of equity awards and employee stock purchase plan
|
301
|
|
|
—
|
|
|
—
|
|
|
301
|
|
||||
Changes in controlled subsidiaries, net
|
—
|
|
|
(17
|
)
|
|
(11
|
)
|
|
(28
|
)
|
||||
Transfers (to) from related parties
|
(242
|
)
|
|
443
|
|
|
(201
|
)
|
|
—
|
|
||||
Other, net
|
(1
|
)
|
|
11
|
|
|
(1
|
)
|
|
9
|
|
||||
Net cash provided by (used in) financing activities
|
351
|
|
|
37
|
|
|
(213
|
)
|
|
175
|
|
||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents
|
—
|
|
|
8
|
|
|
(5
|
)
|
|
3
|
|
||||
Net increase in cash, cash equivalents, and restricted cash and cash equivalents
|
—
|
|
|
1,033
|
|
|
359
|
|
|
1,392
|
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year
|
—
|
|
|
1,190
|
|
|
1,515
|
|
|
2,705
|
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
2,223
|
|
|
$
|
1,874
|
|
|
$
|
4,097
|
|
|
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 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
|
|
•
|
100% of the aggregate principal amount of the notes to be redeemed; or
|
•
|
the sum of the present values of the remaining scheduled payments.
|
(a)
|
any taxes which would not have been so imposed, withheld or deducted but for:
|
(b)
|
any taxes which would not have been imposed, withheld or deducted but for the failure of the holder or beneficial owner to meet the requirements (including the certification requirements) of Section 871(h) or Section 881(c) of the Internal Revenue Code of 1986, as amended (the “Code”);
|
(c)
|
any taxes which would not have been imposed, withheld or deducted but for the presentation by the holder or beneficial owner of such note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment of the note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or beneficial owner would have been entitled to such additional amounts on presenting such note on any date during such 30-day period;
|
(d)
|
any estate, inheritance, gift, sales, excise, transfer, personal property, wealth or similar taxes;
|
(e)
|
any taxes which are payable otherwise than by withholding or deduction from a payment on such note;
|
(f)
|
any taxes which are imposed, withheld or deducted with respect to, or payable by, a holder that is not the beneficial owner of the note, or a portion of the note, or that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial or distributive share of the payment;
|
(g)
|
any taxes required to be withheld or deducted by any paying agent from any payment on any note, if such payment can be made without such withholding or deduction by at least one other paying agent;
|
(h)
|
any taxes required to be withheld or deducted where such withholding or deduction is imposed pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such European Council Directive;
|
(i)
|
any taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code;
|
(j)
|
any taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the applicable payment becomes due or is duly provided for, whichever occurs later; or
|
(k)
|
any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i) and (j).
|
(a)
|
an Officers’ Certificate stating that we are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to our right to so redeem have occurred, and
|
(b)
|
a written opinion of independent tax counsel of nationally recognized standing to the effect that we have or will become obligated to pay such additional amounts as a result of such change or amendment or that there is a material probability that we will be required to pay additional amounts as a result of such action, change, amendment, clarification, application or interpretation, as the case may be.
|
•
|
change the stated maturity of the principal of, or installment of interest on, any note;
|
•
|
reduce the principal amount of, or the rate of interest on, any notes;
|
•
|
reduce any premium, if any, payable on the redemption of any note or change the date on which any note may or must be redeemed or repaid (for the avoidance of doubt, the definitions set forth above under “Change of Control” may be amended or modified at any time prior to the occurrence of a change of control with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding notes affected thereby);
|
•
|
change the coin or currency in which the principal of, premium, if any, or interest on any note is payable;
|
•
|
release the guarantees of any subsidiary guarantor (except as otherwise provided in the indenture) or make any changes to such guarantees in a manner adverse to the holders;
|
•
|
impair the right of any holder to institute suit for the enforcement of any payment on or after the stated maturity of any note;
|
•
|
reduce the percentage in principal amount of the outstanding notes, the consent of whose holders is required in order to take certain actions;
|
•
|
reduce the requirements for quorum or voting by holders of notes in the indenture or the notes;
|
•
|
modify any of the provisions in the indenture regarding the waiver of past defaults and the waiver of certain covenants by the holders of notes except to increase any percentage vote required or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each note affected thereby; or
|
•
|
modify any of the above provisions.
|
•
|
to cure any ambiguity, omission, defect or inconsistency;
|
•
|
to evidence the succession of another person to the Company or any subsidiary guarantor and the assumption by any such successor of the obligations of the Company or such subsidiary guarantor, as described above under “Covenants-Merger, Consolidation or Sale of Assets;
|
•
|
to add any additional events of default;
|
•
|
to add to our covenants for the benefit of holders of the notes or to surrender any right or power conferred upon us;
|
•
|
to add one or more guarantees for the benefit of holders of the notes;
|
•
|
to evidence the release of any subsidiary guarantor from its guarantee of the notes pursuant to the terms of the indenture;
|
•
|
to add collateral security with respect to the notes;
|
•
|
to add or appoint a successor or separate trustee or other agent;
|
•
|
to provide for the issuance of any additional notes;
|
•
|
to comply with any requirement in connection with the qualification of the indenture under the Trust Indenture Act of 1939, as amended;
|
•
|
to comply with the rules of any applicable securities depository;
|
•
|
to provide for uncertificated notes in addition to or in place of certificated notes;
|
•
|
to conform the text of the indenture, the notes or any guarantees to any provision of the “Description of Notes” section of the prospectus supplement to the extent that such provision was intended to set forth, verbatim or in substance, a provision of the indenture, the notes or the guarantees; and
|
•
|
to make any change if the change does not adversely affect the interests of any holder of notes.
|
If to the Company:
|
Expedia, Inc.
|
If to Executive:
|
At the most recent address on record for Executive at the
|
2.
|
CONFIDENTIAL INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.
|
U.S. Subsidiaries
|
|
Jurisdiction
|
|
|
|
Classic Vacations, LLC
|
|
United States - NV
|
|
|
|
Cruise, LLC
|
|
United States - WA
|
|
|
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EAN.com, LP
|
|
United States - DE
|
|
|
|
Egencia LLC
|
|
United States - NV
|
|
|
|
EXP Global Holdings, Inc.
|
|
United States - DE
|
|
|
|
Expedia, Inc.
|
|
United States - WA
|
|
|
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HomeAway.com, Inc.
|
|
United States - DE
|
|
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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
|
|
|
|
Vrbo Holdings, Inc.
|
|
United States - DE
|
|
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|
Foreign Subsidiaries
|
|
Jurisdiction
|
|
|
|
BEX Travel Asia Pte. Ltd.
|
|
Singapore
|
|
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Ebookers Limited
|
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United Kingdom
|
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Egencia France SAS
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France
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Egencia UK Ltd.
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|
United Kingdom
|
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EXP Holdings Luxembourg S.à r.l.
|
|
Luxembourg
|
|
|
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Expedia Asia Holdings Mauritius
|
|
Mauritius
|
|
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Expedia do Brasil Agencia de Viagens e Turismo Ltda.
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|
Brazil
|
|
|
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Expedia Lodging Group Sàrl
|
|
Switzerland
|
|
|
|
Expedia Lodging Partner Services Sàrl
|
|
Switzerland
|
|
|
|
Expedia Southeast Asia Pte. Ltd.
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|
Singapore
|
|
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Expedia.com Limited
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|
United Kingdom
|
|
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HomeAway UK Ltd.
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|
United Kingdom
|
|
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Foreign Subsidiaries (continued)
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|
Jurisdiction
|
|
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HotelClub Pty Ltd
|
|
Australia
|
|
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HomeAway Sàrl
|
|
Switzerland
|
|
|
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HomeAway Spain SL
|
|
Spain
|
|
|
|
Orbitz Worldwide (UK) Limited
|
|
United Kingdom
|
|
|
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trivago N.V.*
|
|
Netherlands
|
|
|
|
Vrbo Netherlands Holdings B.V.
|
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Netherlands
|
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WWTE Travel S.à r.l.
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Luxembourg
|
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(1)
|
Registration Statement (Form S-4/A No. 333-234777) of Expedia Group, Inc. and in the related Prospectus,
|
(2)
|
Registration Statement (Form S-4/A No. 333-231164) of Expedia Group, Inc. and in the related Prospectus,
|
(3)
|
Registration Statement (Form S-4 No. 333-221623) of Expedia, Inc. and in the related Prospectus
|
(4)
|
Registration Statement (Form S-4 No. 333-213740) of Expedia, Inc. and in the related Prospectus,
|
(5)
|
Registration Statement (Form S-4/A No. 333-175828) of Expedia, Inc. and in the related Prospectus,
|
(6)
|
Registration Statement (Form S-4/A No. 333-169654) of Expedia, Inc. and in the related Prospectus,
|
(7)
|
Registration Statement (Form S-4/A No. 333-208025) of Expedia, Inc. and in the related Prospectus,
|
(8)
|
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.,
|
(9)
|
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,
|
(10)
|
Registration Statement (Form S-8 No. 333-213715) pertaining to the Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan,
|
(11)
|
Registration Statement (Form S-3ASR No. 333-197974) of Expedia, Inc. and in the related Prospectus,
|
(12)
|
Registration Statement (Form S-8 No. 333-205996) pertaining to the Expedia, Inc. 2005 Stock and Annual Incentive Plan,
|
(13)
|
Registration Statement (Form S-8 No. 333-206990) pertaining to the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, and
|
(14)
|
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 13, 2020
|
/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 13, 2020
|
/s/ PETER M. KERN
|
|
Peter M. Kern
|
|
Vice Chairman (Co-Principal 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 13, 2020
|
/s/ ERIC HART
|
|
Eric Hart
|
|
Acting Chief Financial Officer (Principal Financial Officer)
|
1)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2019 (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 13, 2020
|
/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, 2019 (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 13, 2020
|
/s/ PETER M. KERN
|
|
Peter M. Kern
|
|
Vice Chairman (Co-Principal Executive Officer)
|
1)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2019 (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 13, 2020
|
/s/ ERIC HART
|
|
Eric Hart
|
|
Acting Chief Financial Officer (Principal Financial Officer)
|