|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
20-2705720
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
Emerging growth company
|
|
☐
|
|
|
|
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Common stock, $0.0001 par value
|
|
EXPE
|
|
The Nasdaq Global Select Market
|
Expedia Group, Inc. 2.500% Senior Notes due 2022
|
|
EXPE22
|
|
New York Stock Exchange
|
|
Common stock, $0.0001 par value per share
|
|
135,459,390
|
|
shares
|
|
Class B common stock, $0.0001 par value per share
|
|
5,523,452
|
|
shares
|
|
|
|
|
|
|
|
|
Part I
|
|
|
|
|
|
Item 1
|
|
|
|
|
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||
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||
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Item 2
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||
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Item 3
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Item 4
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||
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Part II
|
|
|
|
|
|
Item 1
|
||
|
|
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Item 1A
|
||
|
|
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Item 2
|
||
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Item 6
|
||
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Revenue
|
$
|
2,209
|
|
|
$
|
2,609
|
|
Costs and expenses:
|
|
|
|
||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) (1)
|
629
|
|
|
490
|
|
||
Selling and marketing (1)
|
1,210
|
|
|
1,521
|
|
||
Technology and content (1)
|
308
|
|
|
297
|
|
||
General and administrative (1)
|
187
|
|
|
184
|
|
||
Depreciation and amortization
|
229
|
|
|
228
|
|
||
Impairment of goodwill
|
765
|
|
|
—
|
|
||
Impairment of intangible assets
|
121
|
|
|
—
|
|
||
Legal reserves, occupancy tax and other
|
(21
|
)
|
|
10
|
|
||
Restructuring and related reorganization charges
|
75
|
|
|
10
|
|
||
Operating loss
|
(1,294
|
)
|
|
(131
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest income
|
10
|
|
|
11
|
|
||
Interest expense
|
(50
|
)
|
|
(41
|
)
|
||
Other, net
|
(145
|
)
|
|
20
|
|
||
Total other expense, net
|
(185
|
)
|
|
(10
|
)
|
||
Loss before income taxes
|
(1,479
|
)
|
|
(141
|
)
|
||
Provision for income taxes
|
82
|
|
|
41
|
|
||
Net loss
|
(1,397
|
)
|
|
(100
|
)
|
||
Net (income) loss attributable to non-controlling interests
|
96
|
|
|
(3
|
)
|
||
Net loss attributable to Expedia Group, Inc.
|
$
|
(1,301
|
)
|
|
$
|
(103
|
)
|
|
|
|
|
||||
Loss per share attributable to Expedia Group, Inc. available to common stockholders
|
|
|
|
||||
Basic
|
$
|
(9.24
|
)
|
|
$
|
(0.69
|
)
|
Diluted
|
(9.24
|
)
|
|
(0.69
|
)
|
||
Shares used in computing earnings (loss) per share (000's):
|
|
|
|
||||
Basic
|
140,823
|
|
|
147,882
|
|
||
Diluted
|
140,823
|
|
|
147,882
|
|
(1) Includes stock-based compensation as follows:
|
|
|
|
||||
Cost of revenue
|
$
|
3
|
|
|
$
|
3
|
|
Selling and marketing
|
12
|
|
|
11
|
|
||
Technology and content
|
20
|
|
|
19
|
|
||
General and administrative
|
20
|
|
|
23
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(1,397
|
)
|
|
$
|
(100
|
)
|
Currency translation adjustments, net of tax(1)
|
(90
|
)
|
|
(5
|
)
|
||
Comprehensive loss
|
(1,487
|
)
|
|
(105
|
)
|
||
Less: Comprehensive loss attributable to non-controlling interests
|
(102
|
)
|
|
(5
|
)
|
||
Comprehensive loss attributable to Expedia Group, Inc.
|
$
|
(1,385
|
)
|
|
$
|
(100
|
)
|
(1)
|
Currency translation adjustments include tax expense of $2 million associated with net investment hedges for the three months ended March 31, 2020 and tax expense of $3 million and for the three months ended March 31, 2019.
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,905
|
|
|
$
|
3,315
|
|
Restricted cash and cash equivalents
|
813
|
|
|
779
|
|
||
Short-term investments
|
194
|
|
|
526
|
|
||
Accounts receivable, net of allowance of $95 and $41
|
1,423
|
|
|
2,524
|
|
||
Income taxes receivable
|
74
|
|
|
70
|
|
||
Prepaid expenses and other current assets
|
1,243
|
|
|
521
|
|
||
Total current assets
|
7,652
|
|
|
7,735
|
|
||
Property and equipment, net
|
2,297
|
|
|
2,198
|
|
||
Operating lease right-of-use assets
|
628
|
|
|
611
|
|
||
Long-term investments and other assets
|
610
|
|
|
796
|
|
||
Deferred income taxes
|
258
|
|
|
145
|
|
||
Intangible assets, net
|
1,642
|
|
|
1,804
|
|
||
Goodwill
|
7,330
|
|
|
8,127
|
|
||
TOTAL ASSETS
|
$
|
20,417
|
|
|
$
|
21,416
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, merchant
|
$
|
836
|
|
|
$
|
1,921
|
|
Accounts payable, other
|
859
|
|
|
906
|
|
||
Deferred merchant bookings
|
5,905
|
|
|
5,679
|
|
||
Deferred revenue
|
221
|
|
|
321
|
|
||
Income taxes payable
|
59
|
|
|
88
|
|
||
Accrued expenses and other current liabilities
|
978
|
|
|
1,050
|
|
||
Current maturities of long-term debt
|
750
|
|
|
749
|
|
||
Total current liabilities
|
9,608
|
|
|
10,714
|
|
||
Long-term debt, excluding current maturities
|
4,180
|
|
|
4,189
|
|
||
Revolving credit facility
|
1,900
|
|
|
—
|
|
||
Deferred income taxes
|
58
|
|
|
56
|
|
||
Operating lease liabilities
|
547
|
|
|
532
|
|
||
Other long-term liabilities
|
383
|
|
|
389
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock $.0001 par value
|
—
|
|
|
—
|
|
||
Authorized shares: 1,600,000
|
|
|
|
||||
Shares issued: 258,770 and 256,692; Shares outstanding: 135,454 and 137,076
|
|
|
|
||||
Class B common stock $.0001 par value
|
—
|
|
|
—
|
|
||
Authorized shares: 400,000
|
|
|
|
||||
Shares issued: 12,800 and 12,800; Shares outstanding: 5,523 and 5,523
|
|
|
|
||||
Additional paid-in capital
|
13,124
|
|
|
12,978
|
|
||
Treasury stock - Common stock and Class B, at cost
|
(10,083
|
)
|
|
(9,673
|
)
|
||
Shares: 130,592 and 126,893
|
|
|
|
||||
Retained earnings (deficit)
|
(470
|
)
|
|
879
|
|
||
Accumulated other comprehensive income (loss)
|
(301
|
)
|
|
(217
|
)
|
||
Total Expedia Group, Inc. stockholders’ equity
|
2,270
|
|
|
3,967
|
|
||
Non-redeemable non-controlling interests
|
1,471
|
|
|
1,569
|
|
||
Total stockholders’ equity
|
3,741
|
|
|
5,536
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
20,417
|
|
|
$
|
21,416
|
|
Three months ended March 31, 2019
|
|
Common stock
|
|
Class B
common stock
|
|
Additional
paid-in
capital
|
|
Treasury stock
|
|
Retained
earnings
(deficit)
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Non-redeemable
non-controlling
interest
|
|
Total
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
Balance as of December 31, 2018
|
|
231,492,986
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
9,549
|
|
|
97,158,586
|
|
|
$
|
(5,742
|
)
|
|
$
|
517
|
|
|
$
|
(220
|
)
|
|
$
|
1,547
|
|
|
$
|
5,651
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(103
|
)
|
|
|
|
3
|
|
|
(100
|
)
|
||||||||||||||||
Other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
(8
|
)
|
|
(5
|
)
|
||||||||||||||||
Payment of dividends to stockholders (declared at $0.32 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47
|
)
|
|
|
|
|
|
(47
|
)
|
|||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
1,801,048
|
|
|
—
|
|
|
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
91
|
|
|||||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
197,122
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
(25
|
)
|
|||||||||||||||
Other changes in ownership of non-controlling interests
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
9
|
|
|
6
|
|
||||||||||||||||
Impact of adoption of new accounting guidance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
6
|
|
|||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
56
|
|
|||||||||||||||||
Other
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||||||||
Balance as of March 31, 2019
|
|
233,294,034
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
9,694
|
|
|
97,355,708
|
|
|
$
|
(5,767
|
)
|
|
$
|
373
|
|
|
$
|
(217
|
)
|
|
$
|
1,551
|
|
|
$
|
5,634
|
|
Three months ended March 31, 2020
|
|
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, 2019
|
|
256,691,777
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
12,978
|
|
|
126,892,525
|
|
|
$
|
(9,673
|
)
|
|
$
|
879
|
|
|
$
|
(217
|
)
|
|
$
|
1,569
|
|
|
$
|
5,536
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,301
|
)
|
|
|
|
(96
|
)
|
|
(1,397
|
)
|
||||||||||||||||
Other comprehensive income (loss), net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(84
|
)
|
|
(6
|
)
|
|
(90
|
)
|
||||||||||||||||
Payment of dividends to stockholders (declared at $0.34 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48
|
)
|
|
|
|
|
|
(48
|
)
|
|||||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans
|
|
2,078,035
|
|
|
—
|
|
|
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
86
|
|
|||||||||||||||
Treasury stock activity related to vesting of equity instruments
|
|
|
|
|
|
|
|
|
|
|
|
335,468
|
|
|
(40
|
)
|
|
|
|
|
|
|
|
(40
|
)
|
||||||||||||||||
Common stock repurchases
|
|
|
|
|
|
|
|
|
|
|
|
3,364,119
|
|
|
(370
|
)
|
|
|
|
|
|
|
|
(370
|
)
|
||||||||||||||||
Other changes in ownership of non-controlling interests
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
5
|
|
||||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
59
|
|
|||||||||||||||||
Balance as of March 31, 2020
|
|
258,769,812
|
|
|
$
|
—
|
|
|
12,799,999
|
|
|
$
|
—
|
|
|
$
|
13,124
|
|
|
130,592,112
|
|
|
$
|
(10,083
|
)
|
|
$
|
(470
|
)
|
|
$
|
(301
|
)
|
|
$
|
1,471
|
|
|
$
|
3,741
|
|
|
Three months ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(1,397
|
)
|
|
$
|
(100
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation of property and equipment, including internal-use software and website development
|
185
|
|
|
176
|
|
||
Amortization of intangible assets
|
44
|
|
|
52
|
|
||
Impairment of goodwill and intangible assets
|
886
|
|
|
—
|
|
||
Amortization of stock-based compensation
|
55
|
|
|
56
|
|
||
Deferred income taxes
|
(108
|
)
|
|
17
|
|
||
Foreign exchange loss on cash, restricted cash and short-term investments, net
|
98
|
|
|
5
|
|
||
Realized gain on foreign currency forwards
|
(19
|
)
|
|
(7
|
)
|
||
(Gain) loss on minority equity investments, net
|
188
|
|
|
(22
|
)
|
||
Provision for credit losses and other, net
|
105
|
|
|
(7
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,086
|
|
|
(468
|
)
|
||
Prepaid expenses and other assets
|
(791
|
)
|
|
(23
|
)
|
||
Accounts payable, merchant
|
(1,082
|
)
|
|
39
|
|
||
Accounts payable, other, accrued expenses and other liabilities
|
(129
|
)
|
|
146
|
|
||
Tax payable/receivable, net
|
(32
|
)
|
|
(169
|
)
|
||
Deferred merchant bookings
|
226
|
|
|
2,285
|
|
||
Deferred revenue
|
(99
|
)
|
|
169
|
|
||
Net cash provided by (used in) operating activities
|
(784
|
)
|
|
2,149
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures, including internal-use software and website development
|
(287
|
)
|
|
(274
|
)
|
||
Purchases of investments
|
(285
|
)
|
|
(438
|
)
|
||
Sales and maturities of investments
|
585
|
|
|
—
|
|
||
Other, net
|
19
|
|
|
6
|
|
||
Net cash provided by (used in) investing activities
|
32
|
|
|
(706
|
)
|
||
Financing activities:
|
|
|
|
||||
Revolving credit facility borrowings
|
1,900
|
|
|
—
|
|
||
Purchases of treasury stock
|
(410
|
)
|
|
(25
|
)
|
||
Payment of dividends to stockholders
|
(48
|
)
|
|
(47
|
)
|
||
Proceeds from exercise of equity awards and employee stock purchase plan
|
86
|
|
|
91
|
|
||
Other, net
|
(11
|
)
|
|
2
|
|
||
Net cash provided by financing activities
|
1,517
|
|
|
21
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
|
(141
|
)
|
|
(11
|
)
|
||
Net increase in cash, cash equivalents and restricted cash and cash equivalents
|
624
|
|
|
1,453
|
|
||
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period
|
4,097
|
|
|
2,705
|
|
||
Cash, cash equivalents and restricted cash and cash equivalents at end of period
|
$
|
4,721
|
|
|
$
|
4,158
|
|
Supplemental cash flow information
|
|
|
|
||||
Cash paid for interest
|
$
|
87
|
|
|
$
|
71
|
|
Income tax payments, net
|
56
|
|
|
105
|
|
|
Three months ended March 31, 2019
|
||||||
|
As reported
|
|
As reclassified
|
||||
|
(In millions)
|
||||||
Cost of revenue
|
$
|
513
|
|
|
$
|
490
|
|
Selling and marketing
|
1,535
|
|
|
1,521
|
|
||
Technology and content
|
429
|
|
|
297
|
|
||
General and administrative
|
191
|
|
|
184
|
|
||
Depreciation and amortization
|
52
|
|
|
228
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
3,905
|
|
|
$
|
3,315
|
|
Restricted cash and cash equivalents
|
813
|
|
|
779
|
|
||
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
|
$
|
4,721
|
|
|
$
|
4,097
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
|
(In millions)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
322
|
|
|
$
|
322
|
|
|
$
|
—
|
|
Term deposits
|
863
|
|
|
—
|
|
|
863
|
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
79
|
|
|
—
|
|
|
79
|
|
|||
Investments:
|
|
|
|
|
|
||||||
Term deposits
|
184
|
|
|
—
|
|
|
184
|
|
|||
Marketable equity securities
|
54
|
|
|
54
|
|
|
—
|
|
|||
U.S. treasury securities
|
10
|
|
|
10
|
|
|
|
||||
Total assets
|
$
|
1,512
|
|
|
$
|
386
|
|
|
$
|
1,126
|
|
|
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
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In millions)
|
||||||
5.95% senior notes due 2020
|
$
|
750
|
|
|
$
|
749
|
|
2.5% (€650 million) senior notes due 2022
|
715
|
|
|
725
|
|
||
4.5% senior notes due 2024
|
497
|
|
|
497
|
|
||
5.0% senior notes due 2026
|
744
|
|
|
743
|
|
||
3.8% senior notes due 2028
|
992
|
|
|
992
|
|
||
3.25% senior notes due 2030
|
1,232
|
|
|
1,232
|
|
||
Long-term debt(1)
|
4,930
|
|
|
4,938
|
|
||
Current maturities of long-term debt
|
(750
|
)
|
|
(749
|
)
|
||
Long-term debt, excluding current maturities
|
$
|
4,180
|
|
|
$
|
4,189
|
|
|
|
|
|
||||
Revolving credit facility
|
$
|
1,900
|
|
|
$
|
—
|
|
(1)
|
Net of applicable discounts and debt issuance costs.
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In millions)
|
||||||
5.95% senior notes due 2020
|
$
|
747
|
|
|
$
|
767
|
|
2.5% (€650 million) senior notes due 2022 (1)
|
691
|
|
|
764
|
|
||
4.5% senior notes due 2024
|
457
|
|
|
536
|
|
||
5.0% senior notes due 2026
|
691
|
|
|
825
|
|
||
3.8% senior notes due 2028
|
875
|
|
|
1,021
|
|
||
3.25% senior notes due 2030
|
1,150
|
|
|
1,206
|
|
(1)
|
Approximately 625 million Euro as of March 31, 2020 and 682 million Euro as of December 31, 2019.
|
Declaration Date
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in millions)
|
|
Payment Date
|
||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
||
February 13, 2020
|
$
|
0.34
|
|
|
March 10, 2020
|
|
$
|
48
|
|
|
March 26, 2020
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||
February 6, 2019
|
0.32
|
|
|
March 7, 2019
|
|
47
|
|
|
March 27, 2019
|
|
Employee Severance and Benefits
|
|
Other
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
Accrued liability as of January 1, 2020
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
17
|
|
Charges
|
69
|
|
|
6
|
|
|
75
|
|
|||
Payments
|
(17
|
)
|
|
(5
|
)
|
|
(22
|
)
|
|||
Accrued liability as of March 31, 2020
|
$
|
63
|
|
|
$
|
7
|
|
|
$
|
70
|
|
|
Three months ended March 31, 2020
|
||||||||||||||||||
|
Retail
|
|
B2B
|
|
trivago
|
|
Corporate &
Eliminations |
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Third-party revenue
|
$
|
1,582
|
|
|
$
|
485
|
|
|
$
|
103
|
|
|
$
|
39
|
|
|
$
|
2,209
|
|
Intersegment revenue
|
—
|
|
|
—
|
|
|
51
|
|
|
(51
|
)
|
|
—
|
|
|||||
Revenue
|
$
|
1,582
|
|
|
$
|
485
|
|
|
$
|
154
|
|
|
$
|
(12
|
)
|
|
$
|
2,209
|
|
Adjusted EBITDA
|
$
|
22
|
|
|
$
|
26
|
|
|
$
|
(1
|
)
|
|
$
|
(123
|
)
|
|
$
|
(76
|
)
|
Depreciation
|
(128
|
)
|
|
(32
|
)
|
|
(3
|
)
|
|
(22
|
)
|
|
(185
|
)
|
|||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
|||||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
(765
|
)
|
|
(765
|
)
|
|||||
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(121
|
)
|
|
(121
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
(75
|
)
|
|||||
Realized (gain) loss on revenue hedges
|
9
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Operating loss
|
$
|
(97
|
)
|
|
$
|
(9
|
)
|
|
$
|
(4
|
)
|
|
$
|
(1,184
|
)
|
|
(1,294
|
)
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
(185
|
)
|
|||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
(1,479
|
)
|
|||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
82
|
|
|||||||||
Net loss
|
|
|
|
|
|
|
|
|
(1,397
|
)
|
|||||||||
Net loss attributable to non-controlling interests
|
|
|
|
|
|
96
|
|
||||||||||||
Net loss attributable to Expedia Group, Inc.
|
|
|
|
|
|
$
|
(1,301
|
)
|
|
Three months ended March 31, 2019
|
||||||||||||||||||
|
Retail
|
|
B2B
|
|
trivago
|
|
Corporate &
Eliminations |
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Third-party revenue
|
$
|
1,901
|
|
|
$
|
556
|
|
|
$
|
152
|
|
|
|
|
|
$
|
2,609
|
|
|
Intersegment revenue
|
|
|
|
—
|
|
|
85
|
|
|
(85
|
)
|
|
—
|
|
|||||
Revenue
|
$
|
1,901
|
|
|
$
|
556
|
|
|
$
|
237
|
|
|
$
|
(85
|
)
|
|
$
|
2,609
|
|
Adjusted EBITDA
|
$
|
195
|
|
|
$
|
72
|
|
|
$
|
24
|
|
|
$
|
(115
|
)
|
|
$
|
176
|
|
Depreciation
|
(128
|
)
|
|
(27
|
)
|
|
(3
|
)
|
|
(18
|
)
|
|
(176
|
)
|
|||||
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(56
|
)
|
|||||
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||
Realized (gain) loss on revenue hedges
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Operating income (loss)
|
$
|
65
|
|
|
$
|
44
|
|
|
$
|
21
|
|
|
$
|
(261
|
)
|
|
(131
|
)
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
(10
|
)
|
|||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
(141
|
)
|
|||||||||
Provision for income taxes
|
|
|
|
|
|
|
|
|
41
|
|
|||||||||
Net loss
|
|
|
|
|
|
|
|
|
(100
|
)
|
|||||||||
Net income attributable to non-controlling interests
|
|
|
|
|
|
(3
|
)
|
||||||||||||
Net loss attributable to Expedia Group, Inc.
|
|
|
|
|
|
$
|
(103
|
)
|
|
Three months ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(in millions)
|
||||||
Business Model:
|
|
|
|
||||
Merchant
|
$
|
1,340
|
|
|
$
|
1,435
|
|
Agency
|
562
|
|
|
842
|
|
||
Advertising, media and other
|
307
|
|
|
332
|
|
||
Total revenue
|
$
|
2,209
|
|
|
$
|
2,609
|
|
Service Type:
|
|
|
|
||||
Lodging
|
$
|
1,518
|
|
|
$
|
1,687
|
|
Air
|
109
|
|
|
248
|
|
||
Advertising and media
|
203
|
|
|
265
|
|
||
Other(1)
|
379
|
|
|
409
|
|
||
Total revenue
|
$
|
2,209
|
|
|
$
|
2,609
|
|
(1)
|
Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material. Other also includes product revenue of $39 million during the three ended March 31, 2020 related to our acquisition of Bodybuilding.com.
|
•
|
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.
|
•
|
City of San Antonio, Texas Litigation. On May 11, 2020, the United States Fifth Circuit Court of Appeals affirmed the district court’s award of over $2 million in appeal bond costs against the city.
|
•
|
Palm Beach, Florida Litigation. On March 25, 2020, the Florida Fourth District Court of Appeals affirmed the trial court’s decision that defendants are not subject to tax.
|
•
|
Miami Dade County, Florida Litigation. The parties reached a settlement and on April 7, 2020, the county filed a notice of voluntary dismissal without prejudice, thereby ending the matter.
|
(1)
|
trivago, which is comprised of a hotel metasearch business that differs from our transaction-based websites, does not have associated gross bookings or revenue margin. However, third-party revenue from trivago is included in revenue used to calculate total revenue margin.
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Revenue by Segment
|
|
|
|
|
|
|||||
Retail
|
$
|
1,582
|
|
|
$
|
1,901
|
|
|
(17
|
)%
|
B2B
|
485
|
|
|
556
|
|
|
(13
|
)%
|
||
trivago (Third-party revenue)
|
103
|
|
|
152
|
|
|
(32
|
)%
|
||
Corporate (Bodybuilding.com)
|
39
|
|
|
—
|
|
|
N/A
|
|
||
Total revenue
|
$
|
2,209
|
|
|
$
|
2,609
|
|
|
(15
|
)%
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Revenue by Service Type
|
|
|
|
|
|
|||||
Lodging
|
$
|
1,518
|
|
|
$
|
1,687
|
|
|
(10
|
)%
|
Air
|
109
|
|
|
248
|
|
|
(56
|
)%
|
||
Advertising and media(1)
|
203
|
|
|
265
|
|
|
(23
|
)%
|
||
Other
|
379
|
|
|
409
|
|
|
(7
|
)%
|
||
Total revenue
|
$
|
2,209
|
|
|
$
|
2,609
|
|
|
(15
|
)%
|
(1)
|
Includes third-party revenue from trivago as well as our transaction-based websites.
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Revenue by Business Model
|
|
|
|
|
|
|||||
Merchant
|
$
|
1,340
|
|
|
$
|
1,435
|
|
|
(7
|
)%
|
Agency
|
562
|
|
|
842
|
|
|
(33
|
)%
|
||
Advertising, media and other
|
307
|
|
|
332
|
|
|
(7
|
)%
|
||
Total revenue
|
$
|
2,209
|
|
|
$
|
2,609
|
|
|
(15
|
)%
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Direct costs
|
$
|
468
|
|
|
$
|
335
|
|
|
40
|
%
|
Personnel and overhead
|
161
|
|
|
155
|
|
|
3
|
%
|
||
Total cost of revenue
|
$
|
629
|
|
|
$
|
490
|
|
|
28
|
%
|
% of revenue
|
28.5
|
%
|
|
18.8
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Direct costs
|
$
|
959
|
|
|
$
|
1,261
|
|
|
(24
|
)%
|
Indirect costs
|
251
|
|
|
260
|
|
|
(3
|
)%
|
||
Total selling and marketing
|
$
|
1,210
|
|
|
$
|
1,521
|
|
|
(20
|
)%
|
% of revenue
|
54.8
|
%
|
|
58.3
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Personnel and overhead
|
$
|
219
|
|
|
$
|
228
|
|
|
(4
|
)%
|
Other
|
89
|
|
|
69
|
|
|
29
|
%
|
||
Total technology and content
|
$
|
308
|
|
|
$
|
297
|
|
|
4
|
%
|
% of revenue
|
13.9
|
%
|
|
11.4
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Personnel and overhead
|
$
|
133
|
|
|
$
|
138
|
|
|
(3
|
)%
|
Professional fees and other
|
54
|
|
|
46
|
|
|
17
|
%
|
||
Total general and administrative
|
$
|
187
|
|
|
$
|
184
|
|
|
2
|
%
|
% of revenue
|
8.5
|
%
|
|
7.0
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Depreciation
|
$
|
185
|
|
|
$
|
176
|
|
|
5
|
%
|
Amortization of intangible assets
|
44
|
|
|
52
|
|
|
(16
|
)%
|
||
Total depreciation and amortization
|
$
|
229
|
|
|
$
|
228
|
|
|
—
|
%
|
|
Three months ended March 31,
|
|
|
||||||
|
2020
|
|
2019
|
|
% Change
|
||||
|
($ in millions)
|
|
|
||||||
Legal reserves, occupancy tax and other
|
$
|
(21
|
)
|
|
$
|
10
|
|
|
N/A
|
% of revenue
|
(0.9
|
)%
|
|
0.4
|
%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Operating loss
|
$
|
(1,294
|
)
|
|
$
|
(131
|
)
|
|
888
|
%
|
% of revenue
|
(58.6
|
)%
|
|
(5.0
|
)%
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Retail
|
$
|
22
|
|
|
$
|
195
|
|
|
(88
|
)%
|
B2B
|
26
|
|
|
72
|
|
|
(65
|
)%
|
||
trivago
|
(1
|
)
|
|
24
|
|
|
N/A
|
|
||
Unallocated overhead costs (Corporate) (1)
|
(123
|
)
|
|
(115
|
)
|
|
7
|
%
|
||
Total Adjusted EBITDA (2)
|
$
|
(76
|
)
|
|
$
|
176
|
|
|
N/A
|
|
(1)
|
Includes immaterial operating results of Bodybuilding.com subsequent to our acquisition on July 26, 2019.
|
(2)
|
Adjusted EBITDA is a non-GAAP measure. See “Definition and Reconciliation of Adjusted EBITDA” below for more information.
|
|
Three months ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
($ in millions)
|
||||||
Foreign exchange rate gains (losses), net
|
$
|
45
|
|
|
$
|
(14
|
)
|
Gains (losses) on minority equity investments, net
|
(188
|
)
|
|
22
|
|
||
Other
|
(2
|
)
|
|
12
|
|
||
Total other, net
|
$
|
(145
|
)
|
|
$
|
20
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
($ in millions)
|
|
|
|||||||
Provision for income taxes
|
$
|
(82
|
)
|
|
$
|
(41
|
)
|
|
100
|
%
|
Effective tax rate
|
5.6
|
%
|
|
29.2
|
%
|
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(In millions)
|
||||||
Net loss attributable to Expedia Group, Inc.
|
|
$
|
(1,301
|
)
|
|
$
|
(103
|
)
|
Net income (loss) attributable to non-controlling interests
|
|
(96
|
)
|
|
3
|
|
||
Provision for income taxes
|
|
(82
|
)
|
|
(41
|
)
|
||
Total other expense, net
|
|
185
|
|
|
10
|
|
||
Operating loss
|
|
(1,294
|
)
|
|
(131
|
)
|
||
Gain (loss) on revenue hedges related to revenue recognized
|
|
(6
|
)
|
|
3
|
|
||
Restructuring and related reorganization charges
|
|
75
|
|
|
10
|
|
||
Legal reserves, occupancy tax and other
|
|
(21
|
)
|
|
10
|
|
||
Stock-based compensation
|
|
55
|
|
|
56
|
|
||
Depreciation and amortization
|
|
229
|
|
|
228
|
|
||
Impairment of goodwill
|
|
765
|
|
|
—
|
|
||
Impairment of intangible assets
|
|
121
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
(76
|
)
|
|
$
|
176
|
|
•
|
Suspension of Share Repurchases. We have not repurchased any shares since our last earnings call on February 13, 2020, and have suspended future share repurchases.
|
•
|
Suspension of Quarterly Dividends. We do not expect to declare quarterly dividends on our common stock, at least until the current economic and operating environment improves.
|
•
|
Credit Facility Draw. On March 18, 2020, we increased our cash on hand by borrowing $1.9 billion under our $2 billion revolving credit facility. The revolving credit facility bore interest based on the Company’s credit ratings with the applicable interest rate on drawn amounts at LIBOR plus 112.5 basis points, or 2.01%, and the commitment fee on undrawn amounts at 15 basis points as of March 31, 2020. The proceeds from the draw are available to be used for general corporate purposes, including working capital. This existing revolving credit facility was subsequently amended in May 2020 as discussed below.
|
•
|
Private Equity Investment. On April 23, 2020, we entered into an investment agreement with AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc., and an investment agreement with SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P., affiliates of Silver Lake Group, L.L.C., to raise approximately $1.2 billion in gross proceeds in a private placement of shares of a newly created series of preferred stock and warrants to purchase our common stock. The transaction was completed on May 5, 2020.
|
•
|
Senior Notes Issuance. On May 5, 2020, we privately placed $2 billion of unsecured 6.250% senior notes that are due in May 2025 (the “6.25% Notes”) and $750 million of unsecured 7.000% senior notes due May 2025 (the “7.0% Notes”, and, together with the 6.25% Notes, the “6.25% and 7.0% Notes”). The 7.0% notes have certain redemption provisions starting with the second anniversary of the issuance. The 6.25% and 7.0 % Notes were issued at a price of 100% of the aggregate principal amount. Interest is payable semi-annually in arrears in May and November of each year, beginning November 1, 2020. We expect to use the net proceeds of this offering for general corporate purposes, which may include, but are not limited to, the repayment or redemption of our 5.95% senior notes due 2020.
|
•
|
Credit Facility Amendment. In connection with the issuance of the Notes and private placement transaction, on May 4, 2020, we executed a restatement agreement, which amends and restates our existing revolving credit facility (as amended and restated, the “Amended Credit Facility”) to, among other things, provide additional flexibility under pliable covenant provisions.
|
|
|
Three months ended March 31,
|
|
|
||||||||
|
|
2020
|
|
2019
|
|
$ Change
|
||||||
|
|
(In millions)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
(784
|
)
|
|
$
|
2,149
|
|
|
$
|
(2,933
|
)
|
Investing activities
|
|
32
|
|
|
(706
|
)
|
|
738
|
|
|||
Financing activities
|
|
1,517
|
|
|
21
|
|
|
1,496
|
|
|||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
|
|
(141
|
)
|
|
(11
|
)
|
|
(130
|
)
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total Amount
(in millions)
|
|
Payment Date
|
||||
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
||||
February 13, 2020
|
|
$
|
0.34
|
|
|
March 10, 2020
|
|
$
|
48
|
|
|
March 26, 2020
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
||||
February 6, 2019
|
|
0.32
|
|
|
March 7, 2019
|
|
47
|
|
|
March 27, 2019
|
|
December 31, 2019
|
|
March 31, 2020
|
||||
|
(In millions)
|
||||||
Combined Balance Sheets Information:
|
|
|
|
||||
Current Assets (1)
|
$
|
6,185
|
|
|
$
|
6,291
|
|
Non-Current Assets
|
10,320
|
|
|
9,783
|
|
||
Current Liabilities
|
9,486
|
|
|
8,366
|
|
||
Non-Current Liabilities
|
4,710
|
|
|
6,609
|
|
||
|
|
|
|
||||
|
Year Ended December 31, 2019
|
|
Three Months Ended
March 31, 2020 |
||||
Combined Statements of Operations Information:
|
|
|
|
||||
Revenue
|
$
|
9,463
|
|
|
$
|
1,782
|
|
Operating income (loss) (2)
|
420
|
|
|
(1,031
|
)
|
||
Net income (loss)
|
195
|
|
|
(1,044
|
)
|
||
Net income (loss) attributable to Obligors
|
198
|
|
|
(1,043
|
)
|
(1)
|
Current assets include intercompany receivables with non-guarantors of $1.0 billion as of December 31, 2019 and $640 million as of March 31, 2020.
|
(2)
|
Operating income (loss) includes intercompany expenses with non-guarantors of 1.2 billion for the year ended December 31, 2019 and $313 million for the three months ended March 31, 2020.
|
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, expect per share data)
|
|||||||||||
January 1-31, 2020
|
|
2,683
|
|
|
$
|
110.16
|
|
|
2,683
|
|
|
23,977
|
|
February 1-29, 2020
|
|
681
|
|
|
108.75
|
|
|
681
|
|
|
23,296
|
|
|
March 1-31, 2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,296
|
|
|
Total
|
|
3,364
|
|
|
|
|
3,364
|
|
|
|
Exhibit
No.
|
Exhibit Description
|
Filed
Herewith
|
|
Incorporated by Reference
|
|
|
|
Form
|
SEC File No.
|
Exhibit
|
Filing Date
|
||
|
|
|
|
|
|
|
3.1
|
Certificate of Designations with respect to Series A Preferred Stock
|
|
8-K
|
001-3749
|
3.1
|
5/5/2020
|
|
|
|
|
|
|
|
4.1
|
Investment Agreement by and between Expedia Group, Inc. and AP Fort Holdings, L.P., dated as of April 23, 2020
|
|
8-K
|
001-3749
|
4.1
|
4/23/2020
|
|
|
|
|
|
|
|
4.2
|
Investment Agreement by and between Expedia Group, Inc., SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P., dated as of April 23, 2020
|
|
8-K
|
001-3749
|
4.2
|
4/23/2020
|
|
|
|
|
|
|
|
4.3
|
Indenture, dated as of May 5, 2020, among Expedia Group, Inc., the guarantors party thereto and U.S. Bank National Association relating to the 6.250% Notes
|
|
8-K
|
001-3749
|
4.1
|
5/5/2020
|
|
|
|
|
|
|
|
4.4
|
Indenture, dated as of May 5, 2020, among Expedia Group, Inc., the guarantors party thereto and U.S. Bank National Association relating to the 7.000% Notes
|
|
8-K
|
001-3749
|
4.2
|
5/5/2020
|
|
|
|
|
|
|
|
10.1
|
Amendment No. 1 to Second Amended and Restated Governance Agreement by and between Expedia Group, Inc. and Barry Diller, dated as of April 10, 2020
|
|
8-K
|
001-3749
|
10.1
|
4/10/2020
|
|
|
|
|
|
|
|
10.2
|
Restatement Agreement, dated as of May 4, 2020, among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and London agent
|
|
8-K
|
001-3749
|
10.1
|
5/5/2020
|
|
|
|
|
|
|
|
10.3
|
Registration Rights Agreement, dated as of May 5, 2020, by and among Expedia Group, Inc., AP Fort Holdings, L.P., SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P.
|
|
8-K
|
001-3749
|
10.2
|
5/5/2020
|
|
|
|
|
|
|
|
10.4*
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
31.3
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
32.3
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
|
X
|
|
|
|
|
May 20, 2020
|
Expedia Group, Inc.
|
|
|
|
|
|
By:
|
/s/ Eric Hart
|
|
|
Eric Hart
|
|
|
Chief Financial Officer
|
(a)
|
the Plan is established voluntarily by the Corporation, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Corporation at any time, to the extent permitted in the Plan;
|
(b)
|
the Award of the PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future awards of PSUs, benefits in lieu of PSUs or other Awards, even if PSUs have been awarded in the past;
|
(c)
|
all decisions with respect to future awards of PSUs or other Awards, if any, will be at the sole discretion of the Corporation;
|
(d)
|
the Award of the PSUs and the Participant's participation in the Plan will not create a right to employment or service or be interpreted as forming or amending an employment or service contract with the Corporation, the Employer or any other Subsidiary or Affiliate and shall not interfere with the ability of the Employer to terminate the Participant's employment or service relationship (if any);
|
(e)
|
the Participant is voluntarily participating in the Plan;
|
(f)
|
the Award of the PSUs and the Shares subject to the PSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
|
(g)
|
unless otherwise agreed in writing with the Corporation, the PSUs and the Shares subject to the PSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary or an Affiliate;
|
(h)
|
the Award of the PSUs and the Shares subject to the PSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of
|
(i)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Award of the PSUs resulting from (i) the application of any recoupment as described in Section 7(b) herein or (ii) the Participant's Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services or the terms of the Participant's employment or service agreement, if any);
|
(j)
|
the future value of the Shares subject to the PSUs is unknown and cannot be predicted with certainty;
|
(k)
|
if the Participant vests in the PSUs and acquires Shares, the value of such Shares may increase or decrease in value; and
|
(l)
|
neither the Corporation, the Employer nor any other Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between the Participant's local currency (if not the United States dollar) and the United States Dollar that may affect the value of the PSUs or of any amounts due to the Participant pursuant to the vesting of the PSUs or the subsequent sale of any Shares acquired upon vesting.
|
(1)
|
verifying the Participant's identity and implementing, administering and managing the Participant's participation in the Plan;
|
(2)
|
administration and management of the Plan, including purchase, transfer, disposal or other transactions relating to any Shares acquired under the Plan and all purposes incidental thereto;
|
(3)
|
the archival of documents and records in both electronic and physical form for record keeping purposes;
|
(4)
|
conducting financial reporting and analysis related to the Plan's operations;
|
(5)
|
complying with the Group's policies and procedures;
|
(6)
|
preventing, detecting and investigating crime, including fraud and any form of financial crime, and analyzing and managing other commercial risks;
|
(7)
|
compliance with any applicable rules, laws and regulations, codes of practice or guidelines, including, without limitation, compliance with laws and regulations (local and foreign) which may apply to the Plan, the Group, or to assist in law enforcement and investigations by relevant authorities; and
|
(8)
|
subject to applicable law, any other purposes set out in this Agreement.
|
|
EXPEDIA GROUP, INC.
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/s/ Robert Dzielak
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Name:
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Robert Dzielak
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Title:
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Chief Legal Officer and Secretary
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PARTICIPANT
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/s/ Peter Kern
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Performance Goal
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Performance Attainment Factor
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Minimum Performance - Stock Price CAGR less than 5.00%
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0.00%
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Threshold Performance - Stock Price CAGR equal to 5.00%
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50.00%
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Target Performance - Stock Price CAGR equal to 10.00%
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100.00%
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Maximum Performance - Stock Price CAGR greater than or equal to 15.00%
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150.00%
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Guarantor
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Jurisdiction of Formation
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BedandBreakfast.com, Inc.
|
United States – CO
|
CarRentals.com, Inc.
|
United States – NV
|
Cruise, LLC
|
United States - WA
|
EAN.com, LP
|
United States - DE
|
Egencia LLC
|
United States - NV
|
Expedia Group Commerce, Inc.
|
United States – DE
|
Expedia, Inc.
|
United States - WA
|
Expedia LX Partner Business, Inc.
|
United States – DE
|
Higher Power Nutrition Common Holdings, LLC
|
United States - DE
|
HomeAway Software, Inc.
|
United States - DE
|
HomeAway.com, Inc.
|
United States - DE
|
Hotels.com GP, LLC
|
United States - TX
|
Hotels.com, L.P.
|
United States - TX
|
Hotwire, Inc.
|
United States - DE
|
HRN 99 Holdings, LLC
|
United States - NY
|
Interactive Affiliate Network, LLC
|
United States - DE
|
LEMS I LLC
|
United States - DE
|
LEXE Marginco, LLC
|
United States - DE
|
LEXEB, LLC
|
United States - DE
|
Liberty Protein, Inc.
|
United States - DE
|
Neat Group Corporation
|
United States – DE
|
O Holdings Inc.
|
United States – DE
|
Orbitz Financial Corp.
|
United States – DE
|
Orbitz for Business, Inc.
|
United States – DE
|
Orbitz, Inc.
|
United States - DE
|
Orbitz, LLC
|
United States - DE
|
Orbitz Travel Insurance Services, LLC
|
United States - DE
|
Orbitz Worldwide, Inc.
|
United States - DE
|
Orbitz Worldwide, LLC
|
United States - DE
|
OWW Fulfillment Services, Inc.
|
United States – TN
|
Travelscape, LLC
|
United States - NV
|
Trip Network, Inc.
|
United States - DE
|
Vitalize, LLC
|
United States - DE
|
VRBO Holdings, Inc.
|
United States - DE
|
WWTE, Inc.
|
United States – NV
|
1.
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I have reviewed this quarterly report on Form 10-Q 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.
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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:
|
May 20, 2020
|
|
/s/ BARRY DILLER
|
|
|
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Barry Diller
|
|
|
|
Chairman and Senior Executive
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
May 20, 2020
|
|
/s/ PETER M. KERN
|
|
|
|
Peter M. Kern
|
|
|
|
Vice Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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:
|
May 20, 2020
|
|
/s/ ERIC HART
|
|
|
|
Eric Hart
|
|
|
|
Chief Financial Officer
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2020 (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:
|
May 20, 2020
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
|
|
|
|
Chairman and Senior Executive
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2020 (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:
|
May 20, 2020
|
|
/s/ PETER M. KERN
|
|
|
|
Peter M. Kern
|
|
|
|
Vice Chairman and Chief Executive Officer
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2020 (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:
|
May 20, 2020
|
|
/s/ ERIC HART
|
|
|
|
Eric Hart
|
|
|
|
Chief Financial Officer
|