Notes to Consolidated Financial Statements
June 30, 2021
(Unaudited)
Note 1 – Basis of Presentation
Description of Business
Expedia Group, Inc. and its subsidiaries provide travel products and services to leisure and corporate travelers in the United States and abroad as well as various media and advertising offerings to travel and non-travel advertisers. These travel products and services are offered through a diversified portfolio of brands including: Brand Expedia®, Hotels.com®, Expedia® Partner Solutions, Vrbo®, Egencia®, trivago®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, CarRentals.com™, Expedia CruisesTM, Traveldoo®, and VacationRentals.com. In addition, many of these brands have related international points of sale. We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in these consolidated financial statements.
COVID-19
During 2020, the COVID-19 pandemic severely restricted the level of economic activity around the world, and, is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have continued vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward.
Basis of Presentation
These accompanying financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited consolidated financial statements include Expedia Group, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We have eliminated significant intercompany transactions and accounts.
We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. Our interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, previously filed with the Securities and Exchange Commission (“SEC”). trivago is a separately listed company on the Nasdaq Global Select Market and, therefore is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group.
Accounting Estimates
We use estimates and assumptions in the preparation of our interim unaudited consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our interim unaudited consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our interim unaudited consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation; accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks.
The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.
Notes to Consolidated Financial Statements – (Continued)
Reclassifications
We have reclassified prior period financial statements to conform to the current period presentation. During the first quarter of 2021, we centralized the management of our licensing and maintenance costs and reclassified certain expenses to technology and content expense from within our other operating expense line items on our consolidated statements of operations. The following table presents a summary of the amounts as reported and as reclassified in our consolidated statements of operations for the three and six months ended June 30, 2020:
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Three months ended
June 30, 2020
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Six months ended
June 30, 2020
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As reported
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As reclassified
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As reported
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As reclassified
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(In millions)
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|
Cost of revenue
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$
|
389
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|
|
$
|
381
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|
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$
|
1,018
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|
|
1,010
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|
Selling and marketing
|
296
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|
|
291
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|
|
1,506
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|
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1,496
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Technology and content
|
255
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|
|
271
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|
|
563
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|
|
586
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General and administrative
|
152
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|
|
149
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|
|
339
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|
|
334
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|
Seasonality
We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future.
Impacts from COVID-19 disrupted our typical seasonal pattern for bookings, revenue, profit and cash flows during 2020. Significantly higher cancellations and reduced booking volumes, particularly in the first half of 2020, resulted in material operating losses and negative cash flow. Although travel volumes remain materially lower than historic levels, booking and travel trends normalized during the second half of 2020, and during the second quarter of 2021 have increased sequentially and from the end of second quarter of 2020 levels. This resulted in working capital benefits and positive cash flow more akin to typical historical trends. It remains difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery.
Note 2 – Summary of Significant Accounting Policies
Recently Adopted Accounting Policies
Simplifying the Accounting for Income Taxes. As of January 1, 2021, we adopted the Accounting Standards Updates (“ASU”) guidance to simplify the accounting for income taxes. This new standard eliminated certain exceptions in current guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarified and simplified other aspects of the accounting for income taxes. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Investments - equity securities; Investments - Equity Method and Joint Ventures; Derivatives and Hedging. As of January 1, 2021, we adopted the new ASU guidance which clarified the interaction between the accounting for investments in equity securities, equity method investments and certain derivative instruments. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. As of January 1, 2021, we adopted the new ASU guidance which simplified the accounting for certain financial instruments with characteristics of liabilities and
Notes to Consolidated Financial Statements – (Continued)
equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the standard simplified accounting for convertible instruments by removing major separation models required under current GAAP, removing certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which permitted more equity contracts to qualify for it, and simplified the diluted earnings per share calculation in certain areas. The adoption of this new guidance did not have a material impact on our consolidated financial statements. The convertible senior notes issued in February 2021 are accounted for in accordance with this new guidance. See Note 4 – Debt for additional information.
Significant Accounting Policies
Below are the significant accounting policies with interim disclosure requirements. For a comprehensive description of our accounting policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2020.
Revenue
Prepaid Merchant Bookings. We classify payments made to suppliers in advance of Vrbo performance obligations as prepaid merchant bookings included within prepaid and other current assets. Prepaid merchant bookings was $955 million as of June 30, 2021 and $389 million as of December 31, 2020.
Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At December 31, 2020, $2.3 billion of advance cash payments was reported within deferred merchant bookings, $1.4 billion of which was recognized resulting in $216 million of revenue during the six months ended June 30, 2021. At June 30, 2021, the related balance was $7.5 billion.
At December 31, 2020, $769 million of deferred loyalty rewards was reported within deferred merchant bookings, $213 million of which was recognized within revenue during the six months ended June 30, 2021. At June 30, 2021, the related balance was $757 million.
Deferred Revenue. At December 31, 2020, $172 million was recorded as deferred revenue, $90 million of which was recognized as revenue during the six months ended June 30, 2021. At June 30, 2021, the related balance was $172 million.
Practical Expedients and Exemptions. We have used the portfolio approach to account for our loyalty points as the rewards programs share similar characteristics within each program in relation to the value provided to the traveler and their breakage patterns. Using this portfolio approach is not expected to differ materially from applying the guidance to individual contracts. However, we will continue to assess and refine, if necessary, how a portfolio within each rewards program is defined.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Cash, Restricted Cash and Cash Equivalents
Our cash and cash equivalents include cash and liquid financial instruments, including money market funds and term deposit investments, with maturities of three months or less when purchased. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to certain traveler deposits and to a lesser extent collateral for office leases. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:
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June 30,
2021
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December 31,
2020
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(in millions)
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Cash and cash equivalents
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$
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5,464
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$
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3,363
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Restricted cash and cash equivalents
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2,541
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772
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Restricted cash included within long-term investments and other assets
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—
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3
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Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow
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$
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8,005
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$
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4,138
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Accounts Receivable and Allowances
Accounts receivable are generally due within thirty days and are recorded net of an allowance for expected uncollectible amounts. We consider accounts outstanding longer than the contractual payment terms as past due. The risk characteristics we generally review when analyzing our accounts receivable pools primarily include the type of receivable (for example, credit card vs hotel collect), collection terms and historical or expected credit loss patterns. For each pool, we make estimates of
Notes to Consolidated Financial Statements – (Continued)
expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded as cost of revenue in our consolidated statements of operations. During the six months ended June 30, 2021, we recorded approximately $2 million of recovery on previously expected uncollectible amounts as well as $13 million of write-offs during the six months ended June 30, 2021. Actual future bad debt could differ materially from this estimate resulting from changes in our assumptions of the duration and severity of the impact of the COVID-19 pandemic.
Note 3 – Fair Value Measurements
Financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 are classified using the fair value hierarchy in the table below:
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Total
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Level 1
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Level 2
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(In millions)
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Assets
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Cash equivalents:
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Money market funds
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$
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257
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$
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257
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$
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—
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Mutual funds
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24
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24
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|
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—
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Term deposits
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48
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—
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48
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Investments:
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Term deposits
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11
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—
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11
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Marketable equity securities
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127
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127
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—
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Total assets
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$
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467
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$
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408
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$
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59
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Liabilities
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Derivatives:
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Foreign currency forward contracts
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$
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26
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$
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—
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$
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26
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Financial assets measured at fair value on a recurring basis as of December 31, 2020 are classified using the fair value hierarchy in the table below:
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Total
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Level 1
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Level 2
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(In millions)
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Assets
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Cash equivalents:
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Money market funds
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$
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147
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|
|
$
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147
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|
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$
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—
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|
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Term deposits
|
49
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|
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—
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|
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49
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U.S. treasury securities
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150
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|
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150
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—
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Investments:
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Term deposits
|
24
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—
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24
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Marketable equity securities
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123
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123
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—
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Total assets
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$
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493
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$
|
420
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$
|
73
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Liabilities
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Derivatives:
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Foreign currency forward contracts
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$
|
14
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|
|
$
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—
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|
|
$
|
14
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|
We classify our cash equivalents and investments within Level 1 and Level 2 as we value our cash equivalents and investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Valuation of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, a Level 2 input.
As of June 30, 2021 and December 31, 2020, our cash and cash equivalents consisted primarily of U.S. treasury securities, term deposits and mutual funds with maturities of three months or less and bank account balances.
Notes to Consolidated Financial Statements – (Continued)
We hold term deposit investments with financial institutions. Term deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments.
Our marketable equity securities consist of our investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets. During the six months ended June 30, 2021 and 2020, we recognized a gain of approximately $4 million and a loss of approximately $60 million within other, net in our consolidated statements of operations related to the fair value changes of this equity investment.
Derivative instruments are carried at fair value on our consolidated balance sheets. We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. Our foreign currency forward contracts are typically short-term and, as they do not qualify for hedge accounting treatment, we classify the changes in their fair value in other, net. As of June 30, 2021, we were party to outstanding forward contracts hedging our liability and revenue exposures with a total net notional value of $2.2 billion. We had a net forward liability of $26 million ($37 million gross forward liability) as of June 30, 2021 and $14 million ($23 million gross forward liability) as of December 31, 2020 recorded in accrued expenses and other current liabilities. We recorded $(43) million and $(6) million in net gains (losses) from foreign currency forward contracts during the three months ended June 30, 2021 and 2020 as well as $(24) million and $100 million in net gains (losses) from foreign currency forward contracts during the six months ended June 30, 2021 and 2020.
Assets Measured at Fair Value on a Non-recurring Basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. We measure our minority investments that do not have readily determinable fair values at cost less impairment, adjusted by observable price changes with changes recorded within other, net on our consolidated statements of operations.
Goodwill. During 2020, due to the severe and persistent negative effect COVID-19 had on global economies, the travel industry and our business, as well as the uncertainty and high variability in anticipated versus actual rates of recovery, in addition to our annual assessment on October 1, 2020, we deemed it necessary to perform various interim assessments of goodwill. As a result of assessments during the six months ended June 30, 2020, we recognized goodwill impairment charges of $785 million, of which $559 million related to our Retail segment, primarily our Vrbo reporting unit, and $226 million related to our trivago segment.
Our assessment compared the fair value of the reporting units to their carrying value. The fair value estimates for all reporting units, except trivago, were based on a blended analysis of the present value of future discounted cash flows and market value approach, Level 3 inputs. The significant estimates used in the discounted cash flows model included our weighted average cost of capital, projected cash flows and the long-term rate of growth. Our assumptions were based on the actual historical performance of the reporting unit and took into account operating result trends, the anticipated duration of COVID-19 impacts and rates of recovery, and implied risk premiums based on market prices of our equity and debt as of the assessment dates. Our significant estimates in the market approach model included identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit. The fair value estimate for the trivago reporting unit was based on trivago’s stock price, a Level 1 input, adjusted for an estimated control premium. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as goodwill impairment charges during 2020. As of December 31, 2020, the applicable reporting units within our Retail segment had $2.3 billion goodwill remaining after the impairments incurred in 2020 and our trivago segment had $337 million goodwill remaining.
Intangible Assets. During the six months ended June 30, 2020, we recognized intangible asset impairment charges of $131 million within our Retail segment primarily related to indefinite-lived trade names that resulted from changes in estimated future revenues of the related brands and, to a lesser extent, supplier relationship assets that were entirely written off in connection with a decision to streamline a smaller brand. The indefinite-lived assets, classified as Level 3 measurements, were valued using the relief-from-royalty method, which includes unobservable inputs, including royalty rates and projected revenues.
The full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will continue to unfold (in general and versus our expectations) for global economies, the travel industry or our business. Additionally, as the stock of our trivago segment is publicly traded, it is difficult to predict market dynamics and the extent or
Notes to Consolidated Financial Statements – (Continued)
duration of any stock price declines. As a result, we may continue to record impairment charges in the future due to the potential long-term economic impact and near-term financial impacts of the COVID-19 pandemic.
Minority Investments without Readily Determinable Fair Values. As of both June 30, 2021 and December 31, 2020, the carrying values of our minority investments without readily determinable fair values totaled $330 million. During the three and six months ended June 30, 2021, we had no material gains or losses recognized related to these minority investments. During the three and six months ended June 30, 2020, we recorded $21 million and $134 million of impairment losses related to a minority investment, which had recent observable and orderly transactions for similar investments, using an option pricing model that utilizes judgmental inputs such as discounts for lack of marketability and estimated exit event timing. As of June 30, 2021, total cumulative adjustments made to the initial cost basis of these investments included $2 million in unrealized upward adjustments and $105 million in unrealized downward adjustments (including impairments).
Note 4 – Debt
The following table sets forth our outstanding debt:
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|
June 30,
2021
|
|
December 31,
2020
|
|
|
(In millions)
|
|
2.5% (€650 million) senior notes due 2022
|
$
|
772
|
|
|
$
|
798
|
|
|
3.6% senior notes due 2023
|
496
|
|
|
496
|
|
|
4.5% senior notes due 2024
|
498
|
|
|
497
|
|
|
6.25% senior notes due 2025
|
1,031
|
|
|
1,972
|
|
|
7.0% senior notes due 2025
|
—
|
|
|
740
|
|
|
5.0% senior notes due 2026
|
745
|
|
|
744
|
|
|
0% convertible senior notes due 2026
|
984
|
|
|
—
|
|
|
4.625% senior notes due 2027
|
744
|
|
|
743
|
|
|
3.8% senior notes due 2028
|
993
|
|
|
993
|
|
|
3.25% senior notes due 2030
|
1,234
|
|
|
1,233
|
|
|
2.95% senior notes due 2031
|
983
|
|
|
—
|
|
|
Long-term debt(1)
|
$
|
8,480
|
|
|
$
|
8,216
|
|
_______________
(1)Net of applicable discounts and debt issuance costs.
Long-term Debt
Extinguishment of Debt. During the six months ended June 30, 2021, we used the net proceeds from the February and March 2021 private placements discussed below, to (i) finance a redemption of all of our outstanding 7.0% senior notes due 2025 (the “7.0% Notes”), (ii) finance a tender offer for a portion of our issued and outstanding 6.25% senior notes due 2025 (the “6.25% Notes”) and (iii) to pay fees and expenses related to the foregoing. On March 3, 2021, we completed the redemption of all of our outstanding 7.0% Notes as well as settled the tender offer to purchase $956 million in aggregate principal of our 6.25% Notes, which resulted in the recognition of a loss on debt extinguishment of $280 million during the six months ended June 30, 2021. This loss primarily reflected the payment of early payment premiums and fees associated with the tender offer as well as the write-off of unamortized debt issuance costs. The cash payments related to the debt extinguishment were classified as cash outflows from financing activities on the consolidated statement of cash flows and were $258 million during the six months ended June 30, 2021, which reflected the $280 million loss on debt extinguishment adjusted for the non-cash write-off of debt issuance costs of approximately $23 million. In addition, we paid accrued and unpaid interest on the 7.0% and tendered portion of the 6.25% Notes up to the date of settlement.
February 2021 Convertible Senior Notes Private Placement. On February 19, 2021, we completed our private placement of $1 billion aggregate principal amount of unsecured 0% convertible senior notes due 2026 (the “Convertible Notes”). The net proceeds from the issuance of the Convertible Notes was approximately $983 million after deducting debt issuance costs.
The Convertible Notes are unsecured, unsubordinated obligations and rank equally in right of payment with each other and with all of our existing and future unsecured and unsubordinated obligations, including our existing senior notes. The Convertible Notes are fully and unconditionally guaranteed by the subsidiary guarantors, which include each domestic subsidiary that is a borrower under or guarantees the obligations under our existing senior secured credit agreement. So long as the guarantees are in effect, each subsidiary guarantor’s guarantee will be the unsecured, unsubordinated obligation of such subsidiary guarantor and will rank equally in right of payment with each other and with all of such subsidiary guarantor’s existing and future unsecured and unsubordinated obligations, including such subsidiary guarantor’s guarantees of our existing senior notes.
Notes to Consolidated Financial Statements – (Continued)
The Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed or repurchased. The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete.
The Convertible Notes have an initial conversion rate of 3.9212 shares of common stock of Expedia Group with a par value $0.0001 per share (referred to as “our common stock” herein), per $1,000 principal amount of Convertible Notes, which is equal to an initial conversion price of approximately $255.02 per share of our common stock. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends. At any time prior to the close of business on the business day immediately preceding November 15, 2025, holders may convert their Convertible Notes at their option only under the following circumstances:
• during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price then in effect on each applicable trading day;
• during the five business day period immediately after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
• if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the business day immediately prior to the redemption date, but only with respect to the Convertible Notes called for redemption (or deemed called for redemption); or
• upon the occurrence of specified corporate events.
Irrespective of the foregoing conditions, holders may convert their Convertible Notes on or after November 15, 2025 and prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Additionally, upon the occurrence of a corporate event that constitutes a “make-whole fundamental change” per the indenture, or if we call the Convertible Notes for redemption, and a holder elects to convert its Convertible Notes in connection with such make-whole fundamental change or during the related redemption period, as the case may be, such holder may be entitled to an increase in the conversion rate in certain circumstances as described in the indenture. Upon conversion, holders will receive cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
We may not redeem the Convertible Notes prior to February 20, 2024. On or after February 20, 2024 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, we may redeem for cash all or part of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, except as otherwise described in the indenture.
The net carrying amount of the Convertible Notes as of June 30, 2021 was $984 million, which reflects the $1 billion in principal less unamortized debt issuance costs of $16 million. Interest expense related to the amortization of the debt issuance costs for the Convertible Notes was $1 million during the six months ended June 30, 2021. The estimated fair value of the Convertible Notes was $1.1 billion as of June 30, 2021. The fair value was determined based on quoted market prices in less active markets and is categorized as Level 2 in the fair value hierarchy.
March 2021 Senior Note Private Placement. On March 3, 2021, we privately placed $1 billion of senior unsecured notes that are due in March 2031 that bear interest at 2.95%. In May 2021, we completed an offer to exchange these notes for registered notes having substantially the same financial terms and covenants as the original notes (the unregistered and registered notes collectively, the “2.95% Notes”). The 2.95% Notes were issued at a price of 99.081% of the aggregate principal amount. Interest is payable semi-annually in arrears in March and September of each year, beginning September 15, 2021, and the interest rate is subject to adjustment based on certain ratings events. We may redeem some or all of the 2.95% Notes at any time prior to December 15, 2030 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 2.95% Notes on or after December 15, 2030 at par plus accrued and unpaid interest, if any. The net proceeds from the issuance of the 2.95% Notes was approximately $982 million after deducting the discount and debt issuance costs.
In addition to registering the 2.95% Notes in May 2021, we also completed an offer to exchange the $500 million of senior unsecured notes due December 2023 bearing interest at 3.6% and the $750 million of senior unsecured notes due August 2027 bearing interest at 4.625%, both privately placed in July 2020, for registered notes having substantially the same financial terms and covenants as the original notes.
Notes to Consolidated Financial Statements – (Continued)
Additional information about our outstanding senior notes (collectively the “Senior Notes”), see Note 8 – Debt of the Notes to Consolidated Financial Statements in our 2020 Form 10-K.
All of our outstanding Senior Notes are senior unsecured obligations issued by Expedia Group and guaranteed by certain domestic Expedia Group subsidiaries. The Senior Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia Group and the guarantor subsidiaries. In addition, the Senior Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. The Senior Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest. Accrued interest related to the Senior Notes was $89 million and $110 million as of June 30, 2021 and December 31, 2020.
The total estimated fair value of our Senior Notes was approximately $8.2 billion and $9.1 billion as of June 30, 2021 and December 31, 2020. The fair value was determined based on quoted market prices in less active markets and is categorized according as Level 2 in the fair value hierarchy.
Credit Facilities
Revolving Credit Facility. As of June 30, 2021, Expedia Group maintained a $1.145 billion revolving credit facility with a group of lenders that expires on May 31, 2023 (the “Revolving Credit Facility”). Obligations under the Revolving Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries that guarantee the facility (subject to certain exceptions, including for our headquarters located in Seattle, WA) up to the maximum amount permitted under the indentures governing the Senior Notes without securing such Senior Notes.
Loans under the Revolving Credit Facility bear interest (A) in the case of eurocurrency loans, at rates ranging from (i) prior to December 31, 2021, 2.25% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, from 1.00% to 1.75% depending on the Company’s credit ratings, and (B) in the case of base rate loans, at rates (i) prior to December 31, 2021, 1.25% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, from 0.00% to 0.75% per annum depending on the Company’s credit ratings.
The Revolving Credit Facility contains covenants including a minimum liquidity requirement and, as of December 31, 2021, a maximum leverage ratio.
As of June 30, 2021 and December 31, 2020, we had no Revolving Credit Facility borrowings outstanding. The amount of stand-by letters of credit (“LOC”) issued under the Revolving Credit Facility reduced the credit amount available. As of June 30, 2021 and December 31, 2020, there was $14 million and $13 million of outstanding stand-by LOCs issued under the facility.
Foreign Credit Facility. As of June 30, 2021, the Company and Expedia Group International Holdings III, LLC (the “Borrower”) also maintained an $855 million credit facility with a group of lenders that expires on May 31, 2023 (the “Foreign Credit Facility”). Obligations under the Foreign Credit Facility are unsecured. Such obligations are guaranteed by the Company, its subsidiaries that guarantee obligations under the Revolving Credit Facility, as mentioned above, and certain of the Company’s additional subsidiaries.
Loans under the Foreign Credit Facility bear interest at a rate equal to an index rate plus a margin (A) in the case of eurocurrency loans, (i) prior to December 31, 2021, equal to 2.50% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, ranging from 1.25% to 2.00% per annum, depending on the Company’s credit ratings, and (B) in the case of base rate loans, (i) prior to December 31, 2021, equal to 1.50% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, ranging from 0.25% to per 1.00% annum, depending on the Company’s credit ratings.
The covenants, events of default and other terms and conditions in the Foreign Credit Facility are substantially similar to those in the Revolving Credit Facility, but include additional limitations on the Borrower and certain other entities that are not obligors under the Revolving Credit Facility.
As of June 30, 2021 and December 31, 2020, we had no Foreign Credit Facility borrowings outstanding.
Notes to Consolidated Financial Statements – (Continued)
Note 5 – Capital Stock
Preferred Stock and Warrants
On May 5, 2020, we completed the sale of Series A Preferred Stock and Warrants (as defined below) to purchase our common stock to AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc. (the “Apollo Purchaser”) and SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P., affiliates of Silver Lake Group, L.L.C. (the “Silver Lake Purchasers”) pursuant to the Company’s previously announced Investment Agreements, dated as of April 23, 2020, with the Apollo Purchaser and the Silver Lake Purchasers (together, the “Investment Agreements”).
We issued and sold (1) to the Apollo Purchaser, pursuant to the Apollo Investment Agreement, 600,000 shares of the Company’s newly created Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) and Warrants (the “Warrants”) to purchase 4.2 million shares of our common stock for an aggregate purchase price of $588 million and (2) to the Silver Lake Purchaser, pursuant to the Silver Lake Investment Agreement, 600,000 shares of Series A Preferred Stock and Warrants to purchase 4.2 million shares of common stock, for an aggregate purchase price of $588 million. On the terms and subject to the conditions set forth in the Investment Agreements, from and after the closing, (1) each of the Apollo Purchaser and the Silver Lake Purchaser designated one representative who was appointed to the Board of Directors of the Company (the “Board”) and (2) the Apollo Purchaser appointed one non-voting observer to the Board, in each case until such time as the applicable Purchaser and its Permitted Transferees (as defined in the Investment Agreements) no longer beneficially own (a) at least 50% of the shares of Series A Preferred Stock purchased by the applicable Purchaser under the Investment Agreement (unless the applicable Purchaser holds less than 50% of the shares of Series A Preferred Stock as a result of redemptions by the Company, in which case the reference to 50% shall be replaced with a reference to 20%) and (b) Warrants and/or Common Stock for which the Warrants were exercised that represent in the aggregate and on an as exercised basis, at least 50% of the shares underlying the Warrants purchased by the applicable Purchaser under the Investment Agreement.
The Investment Agreements (including the forms of Certificate of Designations, Warrants and Registration Rights Agreement) contain other customary covenants and agreements, including certain standstill provisions and customary preemptive rights.
Certificate of Designations for Series A Preferred Stock. Dividends on each share of Series A Preferred Stock accrue daily on the Preference Amount (as defined below) at the then-applicable Dividend Rate (as defined below) and are payable semi-annually in arrears. As used herein, “Dividend Rate” with respect to the Series A Preferred Stock means (a) from the closing until the day immediately preceding the fifth anniversary of the closing, 9.5% per annum, (b) beginning on each of the fifth, sixth and seventh anniversaries of the closing, the then-applicable Dividend Rate shall be increased by 100 basis points on each such yearly anniversary, and (c) beginning on each of the eighth and ninth anniversaries of the closing date, the then-applicable Dividend Rate shall be increased by 150 basis points on each such yearly anniversary. The Dividend Rate is also subject to certain adjustments if the Company incurs indebtedness causing its leverage to exceed certain thresholds. Dividends are payable (a) until the third anniversary of the closing, either in cash or through an accrual of unpaid dividends (“Dividend Accrual”), at the Company’s option, (b) from the third anniversary of the closing until the sixth anniversary of the closing, either in cash or in a combination of cash and Dividend Accrual (with no more than 50% of the total amount of such Dividend being paid through a Dividend Accrual), at the Company’s option and (c) thereafter, in cash.
The Series A Preferred Stock rank senior to our common stock and the Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”) with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
At any time after the first anniversary of the closing but on or prior to the second anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 103% of the sum of the original liquidation preference of $1,000 per share of Series A Preferred Stock plus any Dividend Accruals (the “Preference Amount”), plus accrued and unpaid distributions as of the redemption date. Any time after the second anniversary of the closing but on or prior to the third anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 102% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. Any time after the third anniversary of the closing but on or prior to the fourth anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 101% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. At any time after the fourth anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to the Preference Amount plus accrued and unpaid distributions as of the redemption date.
In addition, upon the occurrence of a change of control, (i) we shall have the right, but not the obligation, to redeem any or all of the outstanding shares of Series A Preferred Stock at the then applicable redemption price, payable in cash and (ii) each holder will have the right, but not the obligation, to require the Company to redeem any or all of the outstanding shares of Series A Preferred Stock owned by such holder at the then applicable redemption price, payable in cash.
Notes to Consolidated Financial Statements – (Continued)
The Series A Preferred Stock is not convertible into our common stock or Class B Common Stock.
Each holder of Series A Preferred Stock will have one vote per share on any matter on which holders of Series A Preferred are entitled to vote separately as a class (as described below), whether at a meeting or by written consent. The holders of shares of Series A Preferred Stock do not otherwise have any voting rights.
The vote or consent of the holders of at least two-thirds of the shares of Series A Preferred Stock outstanding at such time, voting together as a separate class, is required in order for the Company to (i) amend, alter or repeal any provision of its Amended and Restated Certificate of Incorporation (including the certificates of designations relating to the Series A Preferred Stock) in a manner that would have an adverse effect on the rights, preferences or privileges of the Series A Preferred Stock, as applicable, (ii) issue, any capital stock ranking senior or pari passu to the Series A Preferred Stock, other than certain issuances to a governmental entity in connection with a financing transaction or (iii) liquidate, dissolve or wind up the Company.
The Series A Preferred Stock is classified within temporary equity on our consolidated balance sheets due to provisions that could cause the equity to be redeemable at the option of the holder. However, such events that could cause the Series A Preferred Stock to become redeemable are not considered probable of occurring. As of December 31, 2020, the carrying value of the Series A Preferred Stock was $1,022 million, net of $68 million in initial discount and issuance costs as well as $110 million allocated on a relative fair value basis to the concurrently issued Warrants recorded to additional paid-in capital (as described below). On May 20, 2021, we redeemed 50% of the outstanding Series A Preferred Stock at a price equal to 103% of the Preference Amount, plus accrued and unpaid distributions as to the redemption date using cash on-hand of $640 million, including an $18 million redemption premium and $22 million of accrued dividends. The loss on redemption of Preferred Stock was $107 million during the three and six months ended June 30, 2021, which included a charge to additional paid-in capital for the redemption premium as well as $89 million related to 50% of: the original issuance discount, issuance costs and the Warrants value.
As of June 30, 2021, the carrying value of the remaining Series A Preferred Stock was $511 million. The Series A Preferred Stock accumulated and we paid $50 million (or $47.11 per share of Series A Preferred Stock) in total dividends, including those mentioned above, during the six months ended June 30, 2021.
Warrants to Purchase Company Common Stock. Pursuant to the Investment Agreements, we issued to each of (1) the Silver Lake Purchasers (in the aggregate) and (2) the Apollo Purchaser, Warrants to purchase 4.2 million shares of our common stock at an exercise price of $72.00 per share, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Company on our common stock. The Warrants are exercisable on a net share settlement basis and expire ten years after the closing date. In May 2021, the Apollo Purchaser exercised all of the Warrants it held and received approximately 2.5 million shares of our common stock in respect thereof. As of June 30, 2021, the Silver Lake Purchasers’ warrants remain outstanding.
Dividends on our Common Stock
The Executive Committee, acting on behalf of the Board of Directors, declared and paid the following common stock dividend during the six months ended June 30, 2020:
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Declaration Date
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Dividend
Per Share
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Record Date
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Total Amount
(in millions)
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Payment Date
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February 13, 2020
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$
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0.34
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March 10, 2020
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$
|
48
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|
|
March 26, 2020
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During the second quarter of 2020, we suspended quarterly dividends on our common stock. At this time, we do not currently expect to declare future dividends on our common stock. Future declarations of dividends are subject to final determination by our Board of Directors.
Treasury Stock
As of June 30, 2021, the Company’s treasury stock was comprised of approximately 124.0 million common stock and 7.3 million Class B shares. As of December 31, 2020, the Company’s treasury stock was comprised of approximately 123.5 million shares of common stock and 7.3 million Class B shares.
Share Repurchases. In April 2018, the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 15 million outstanding shares of our common stock. In December 2019, the Board of Directors authorized a repurchase of up to 20 million outstanding shares of our common stock. We made no share repurchases during the six months ended June 30, 2021. During the six months ended June 30, 2020, we repurchased, through open market transactions, 3.4 million shares under these authorizations for the total cost of $370 million, excluding transaction costs, representing an average
Notes to Consolidated Financial Statements – (Continued)
repurchase price of $109.88 per share. As of June 30, 2021, there were approximately 23.3 million shares remaining under the 2018 and 2019 repurchase authorizations. There is no fixed termination date for the repurchases.
Accumulated Other Comprehensive Loss
The balance of accumulated other comprehensive loss as of June 30, 2021 and December 31, 2020 was comprised of foreign currency translation adjustments. These translation adjustments include foreign currency transaction losses at June 30, 2021 of $49 million ($65 million before tax) and $69 million ($90 million before tax) at December 31, 2020 associated with our 2.5% Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets.
Note 6 – Earnings (Loss) Per Share
Basic earnings per share is calculated using our weighted-average outstanding common shares. The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.
Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards and common stock warrants as determined under the treasury stock method and of our Convertible Notes using the if-converted method. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards, common stock warrants and the potential share settlement impact related to our Convertible Notes from the diluted loss per share calculation as their inclusion would have an antidilutive effect. For the three and six months ended June 30, 2021, approximately 19 million of outstanding stock awards and common stock warrants and approximately 4 million shares related to the potential share settlement impact related to our Convertible Notes of have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive. For the three and six months ended June 30, 2020, approximately 26 million of outstanding stock awards and common stock warrants were excluded.
Note 7 – Restructuring and Related Reorganization Charges
In 2020, we committed to restructuring actions intended to simplify our businesses and improve operational efficiencies, which have resulted in headcount reductions and office consolidations. As a result, we recognized $42 million and $128 million in restructuring and related reorganization charges during the six months ended June 30, 2021 and 2020. Based on current plans, which are subject to change, we expect total reorganization charges primarily in the remainder 2021 of approximately $15 million to $20 million. However, we continue to actively evaluate additional cost reduction efforts and should we make decisions in future periods to take further actions we will incur additional reorganization charges.
The following table summarizes the restructuring and related reorganization activity for the six months ended June 30, 2021:
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Employee Severance and Benefits
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Other
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Total
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(In millions)
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Accrued liability as of January 1, 2021
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$
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103
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$
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—
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$
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103
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Charges
|
19
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|
|
23
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|
|
42
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|
|
Payments
|
(53)
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|
|
(4)
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|
|
(57)
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|
|
Non-cash items
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(3)
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|
|
(14)
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|
|
(17)
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|
|
Accrued liability as of June 30, 2021
|
$
|
66
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|
|
$
|
5
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|
|
$
|
71
|
|
Note 8 – Income Taxes
We determine our provision for income taxes for interim periods using an estimate of our annual effective tax rate. We record any changes affecting the estimated annual effective tax rate in the interim period in which the change occurs, including discrete items.
For the three months ended June 30, 2021, the effective tax rate was a 21.0% benefit on a pre-tax loss, compared to a 22.3% benefit on pre-tax loss for the three months ended June 30, 2020.
For the six months ended June 30, 2021, the effective tax rate was a 22.1% benefit on a pre-tax loss, compared to a 12.1% benefit on pre-tax loss for the six months ended June 30, 2020. The change in the effective tax rate was primarily due to nondeductible impairments and a valuation allowance principally related to unrealized capital losses recorded in the prior year period.
Notes to Consolidated Financial Statements – (Continued)
We are subject to taxation in the United States and foreign jurisdictions. Our income tax filings are regularly examined by federal, state and foreign tax authorities. During the fourth quarter of 2019, the Internal Revenue Service (“IRS”) issued final adjustments related to transfer pricing with our foreign subsidiaries for our 2011 to 2013 tax years. The proposed adjustments would increase our U.S. taxable income by $696 million, which would result in federal tax of approximately $244 million, subject to interest. We do not agree with the position of the IRS. We filed a protest with the IRS for our 2011 to 2013 tax years and Appeals returned the case to Exam for further review. We are also under examination by the IRS for our 2014 to 2016 tax years. Subsequent years remain open to examination by the IRS. We do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years.
Note 9 – Commitments and Contingencies
Legal Proceedings
In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia Group. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.
Litigation Relating to Occupancy Taxes. One hundred three lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes. Ten lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to us or the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, forty-eight of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Thirty-four dismissals were based on a finding that we and the other defendants were not subject to the local tax ordinance or that the local government lacked standing to pursue its claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $48 million and $58 million as of June 30, 2021 and December 31, 2020, respectively. Our settlement reserve is based on our best estimate of probable losses and the ultimate resolution of these contingencies may be greater or less than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount reserved cannot be made. Changes to the settlement reserve are included within legal reserves, occupancy tax and other in the consolidated statements of operations.
Pay-to-Play. Certain jurisdictions may assert that we are required to pay any assessed taxes prior to being allowed to contest or litigate the applicability of the ordinances. This prepayment of contested taxes is referred to as “pay-to-play.” Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously. If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts and also may be required to pay interest.
We are in various stages of inquiry or audit with various tax authorities, some of which, including in the City of Los Angeles regarding hotel occupancy taxes, may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.
Matters Relating to International VAT. We are in various stages of inquiry or audit in multiple European Union jurisdictions regarding the application of VAT to our European Union related transactions. While we believe we comply with applicable VAT laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes. In certain jurisdictions, including the United Kingdom, we may be required to “pay-to-play” any VAT assessment prior to contesting its validity. While we believe that we will be successful based on the merits of our positions with regard to audits in pay-to-play jurisdictions, it is nevertheless reasonably possible that we could be required to pay any assessed amounts in order to contest or litigate the applicability of any assessments and an estimate for a reasonably possible amount of any such payments cannot be made.
Competition and Consumer Matters. On August 23, 2018, the Australian Competition and Consumer Commission, or "ACCC", instituted proceedings in the Australian Federal Court against trivago. The ACCC alleged breaches of Australian Consumer Law, or "ACL," relating to trivago’s advertisements in Australia concerning the hotel prices available on trivago’s Australian site, trivago’s strike-through pricing practice and other aspects of the way offers for accommodation were displayed
Notes to Consolidated Financial Statements – (Continued)
on trivago's Australian website. The matter went to trial in September 2019 and, on January 20, 2020, the Australian Federal Court issued a judgment finding trivago had engaged in conduct in breach of the ACL. On March 4, 2020, trivago filed a notice of appeal of part of that judgment at the Australian Federal Court. On November 4, 2020, the Australian Federal Court dismissed trivago's appeal. On May 27, 2021, the Australian Federal Court scheduled a separate trial regarding penalties and other orders for October 8, 2021, after having vacated the prior June 2021 trial date. We recorded the estimated probable loss associated with the proceedings in a previous period. An estimate for the reasonable possible loss or range of loss in excess of the amount reserved cannot be made.
Note 10 – Divestitures
On May 4, 2021, we announced that American Express Global Business Travel (“GBT”) made a binding offer to acquire Egencia, Expedia Group’s corporate travel arm included within our B2B segment. On August 4, 2021, Expedia Group accepted that offer. All relevant employee representative consultations have been completed and relevant regulatory approvals obtained, though the transaction remains subject to other customary closing conditions. As part of the transaction, Expedia Group would receive a minority ownership position in the combined business, and enter a 10-year lodging supply agreement with GBT. The transaction is currently anticipated to close during 2021. Upon closing, we may recognize a gain or loss on sale of the business. While the consideration for the transaction is not expected to materially change, the actual gain or loss on sale of the business to be recognized will depend on, among other things, final transaction proceeds, ending cash balances, and underlying costs as of the closing date, and changes in the estimated fair values of certain components of the considerations.
In addition, during the third quarter of 2020, in connection with our efforts to focus on our core businesses and streamline our activities, we committed to a plan to divest certain smaller businesses within our Retail segment. In April 2021, we completed the sale of Classic Vacations, which resulted in an immaterial gain within other, net in the consolidated statement of operations and net cash divested of approximately $56 million. In July 2021, we also completed the sale of another of our smaller businesses within our Retail segment.
As a result, the related assets and liabilities of the above disposal groups were considered held-for-sale and consisted of the following:
•Held-for-sale assets of $431 million as of June 30, 2021, which were primarily classified within cash of $46 million, accounts receivable of $108 million, property and equipment of $54 million, operating lease right-of-use asset of $20 million and goodwill of $163 million. Held-for-sale assets of $21 million as of December 31, 2020, which were primarily classified within cash of $5 million, accounts receivable of $2 million and prepaid expenses and other current assets of $12 million.
•Held-for-sale liabilities of $134 million as of June 30, 2021, which were primarily classified within merchant accounts payable of $16 million and accrued expenses and other current liabilities of $83 million. Held-for-sale liabilities of $53 million as of December 31, 2020, which were primarily classified within merchant accounts payable of $8 million, accrued expenses and other current liabilities of $5 million and deferred merchant bookings of $38 million.
Note 11 – Segment Information
We have the following reportable segments: Retail, B2B, and trivago. Our Retail segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of consumer brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Vrbo, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com and Expedia Cruises. Our B2B segment is comprised of our Expedia Business Services organization including Expedia Partner Solutions, which offers private label and co-branded products to make travel services available to travelers through third-party company branded websites, and Egencia, a full-service travel management company that provides travel services to businesses and their corporate customers. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites.
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Adjusted EBITDA. Adjusted EBITDA for our Retail and B2B segments includes allocations of certain expenses, primarily related to our global travel supply organization and the majority of costs from our product and technology platform, as well as facility costs and the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change.
Notes to Consolidated Financial Statements – (Continued)
Our segment disclosure includes intersegment revenues, which primarily consist of advertising and media services provided by our trivago segment to our Retail segment. These intersegment transactions are recorded by each segment at amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below.
Corporate and Eliminations also includes unallocated corporate functions and expenses as well as Bodybuilding.com through its sale in May 2020. In addition, we record amortization of intangible assets and any related impairment, as well as stock-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliation below.
The following tables present our segment information for the three and six months ended June 30, 2021 and 2020. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Three months ended June 30, 2021
|
|
|
Retail
|
|
B2B
|
|
trivago
|
|
Corporate &
Eliminations
|
|
Total
|
|
|
(In millions)
|
|
Third-party revenue
|
$
|
1,715
|
|
|
$
|
305
|
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
2,111
|
|
|
Intersegment revenue
|
—
|
|
|
—
|
|
|
24
|
|
|
(24)
|
|
|
—
|
|
|
Revenue
|
$
|
1,715
|
|
|
$
|
305
|
|
|
$
|
115
|
|
|
$
|
(24)
|
|
|
$
|
2,111
|
|
|
Adjusted EBITDA
|
$
|
303
|
|
|
$
|
(8)
|
|
|
$
|
5
|
|
|
$
|
(99)
|
|
|
$
|
201
|
|
|
Depreciation
|
(133)
|
|
|
(26)
|
|
|
(2)
|
|
|
(18)
|
|
|
(179)
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|
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(26)
|
|
|
(26)
|
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(120)
|
|
|
(120)
|
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(13)
|
|
|
(13)
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|
|
Realized (gain) loss on revenue hedges
|
(3)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
|
Operating income (loss)
|
$
|
167
|
|
|
$
|
(34)
|
|
|
$
|
3
|
|
|
$
|
(268)
|
|
|
(132)
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
(92)
|
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
(224)
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
47
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
(177)
|
|
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Net loss attributable to non-controlling interests
|
|
|
|
|
|
5
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|
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Net loss attributable to Expedia Group, Inc.
|
|
|
|
|
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(172)
|
|
|
Preferred stock dividend
|
|
|
|
|
|
|
|
|
(22)
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|
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Loss on redemption of preferred stock
|
|
|
|
|
|
(107)
|
|
|
Net loss attributable to Expedia Group, Inc. common stockholders
|
|
|
|
|
|
$
|
(301)
|
|
Notes to Consolidated Financial Statements – (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2020
|
|
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Retail
|
|
B2B
|
|
trivago
|
|
Corporate &
Eliminations
|
|
Total
|
|
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(In millions)
|
|
Third-party revenue
|
463
|
|
|
68
|
|
|
15
|
|
|
20
|
|
|
$
|
566
|
|
|
Intersegment revenue
|
—
|
|
|
—
|
|
|
3
|
|
|
(3)
|
|
|
—
|
|
|
Revenue
|
$
|
463
|
|
|
$
|
68
|
|
|
$
|
18
|
|
|
$
|
17
|
|
|
$
|
566
|
|
|
Adjusted EBITDA
|
(203)
|
|
|
(128)
|
|
|
(16)
|
|
|
(89)
|
|
|
$
|
(436)
|
|
|
Depreciation
|
(136)
|
|
|
(34)
|
|
|
(3)
|
|
|
(18)
|
|
|
(191)
|
|
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(41)
|
|
|
(41)
|
|
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
(20)
|
|
|
(20)
|
|
|
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(10)
|
|
|
(10)
|
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(54)
|
|
|
(54)
|
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(8)
|
|
|
(8)
|
|
|
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(53)
|
|
|
(53)
|
|
|
Realized (gain) loss on revenue hedges
|
(36)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36)
|
|
|
Operating loss
|
$
|
(375)
|
|
|
$
|
(162)
|
|
|
$
|
(19)
|
|
|
$
|
(293)
|
|
|
(849)
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
(104)
|
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
(953)
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
213
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
(740)
|
|
|
Net loss attributable to non-controlling interests
|
|
|
|
|
|
4
|
|
|
Net loss attributable to Expedia Group, Inc.
|
|
|
|
|
|
(736)
|
|
|
Preferred stock dividend
|
|
|
|
|
|
|
|
|
(17)
|
|
|
Net loss attributable to Expedia Group, Inc. common stockholders
|
|
|
|
|
|
$
|
(753)
|
|
Notes to Consolidated Financial Statements – (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2021
|
|
|
Retail
|
|
B2B
|
|
trivago
|
|
Corporate &
Eliminations
|
|
Total
|
|
|
(In millions)
|
|
Third-party revenue
|
$
|
2,740
|
|
|
$
|
489
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
3,357
|
|
|
Intersegment revenue
|
—
|
|
|
—
|
|
|
33
|
|
|
(33)
|
|
|
—
|
|
|
Revenue
|
$
|
2,740
|
|
|
$
|
489
|
|
|
$
|
161
|
|
|
$
|
(33)
|
|
|
$
|
3,357
|
|
|
Adjusted EBITDA
|
$
|
397
|
|
|
$
|
(68)
|
|
|
$
|
1
|
|
|
$
|
(187)
|
|
|
$
|
143
|
|
|
Depreciation
|
(266)
|
|
|
(54)
|
|
|
(5)
|
|
|
(36)
|
|
|
(361)
|
|
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(53)
|
|
|
(53)
|
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(203)
|
|
|
(203)
|
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(42)
|
|
|
(42)
|
|
|
Realized (gain) loss on revenue hedges
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
Operating loss
|
$
|
137
|
|
|
$
|
(122)
|
|
|
$
|
(4)
|
|
|
$
|
(512)
|
|
|
(501)
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
(473)
|
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
(974)
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
216
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
(758)
|
|
|
Net loss attributable to non-controlling interests
|
|
|
|
|
|
8
|
|
|
Net loss attributable to Expedia Group, Inc.
|
|
|
|
|
|
$
|
(750)
|
|
|
Preferred stock dividend
|
|
|
|
|
|
|
|
|
(50)
|
|
|
Loss on redemption of preferred stock
|
|
|
|
|
|
(107)
|
|
|
Net loss attributable to Expedia Group, Inc. common stockholders
|
|
|
|
|
|
$
|
(907)
|
|
Notes to Consolidated Financial Statements – (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2020
|
|
|
Retail
|
|
B2B
|
|
trivago
|
|
Corporate &
Eliminations
|
|
Total
|
|
|
(In millions)
|
|
Third-party revenue
|
2,045
|
|
|
553
|
|
|
118
|
|
|
59
|
|
|
$
|
2,775
|
|
|
Intersegment revenue
|
—
|
|
|
—
|
|
|
54
|
|
|
(54)
|
|
|
—
|
|
|
Revenue
|
$
|
2,045
|
|
|
$
|
553
|
|
|
$
|
172
|
|
|
$
|
5
|
|
|
$
|
2,775
|
|
|
Adjusted EBITDA
|
(181)
|
|
|
(102)
|
|
|
(17)
|
|
|
(212)
|
|
|
$
|
(512)
|
|
|
Depreciation
|
(264)
|
|
|
(66)
|
|
|
(6)
|
|
|
(40)
|
|
|
(376)
|
|
|
Amortization of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(85)
|
|
|
(85)
|
|
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
(785)
|
|
|
(785)
|
|
|
Impairment of intangible assets
|
—
|
|
|
—
|
|
|
—
|
|
|
(131)
|
|
|
(131)
|
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(109)
|
|
|
(109)
|
|
|
Legal reserves, occupancy tax and other
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|
Restructuring and related reorganization charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(128)
|
|
|
(128)
|
|
|
Realized (gain) loss on revenue hedges
|
(27)
|
|
|
(3)
|
|
|
—
|
|
|
—
|
|
|
(30)
|
|
|
Operating loss
|
$
|
(472)
|
|
|
$
|
(171)
|
|
|
$
|
(23)
|
|
|
$
|
(1,477)
|
|
|
(2,143)
|
|
|
Other expense, net
|
|
|
|
|
|
|
|
|
(289)
|
|
|
Loss before income taxes
|
|
|
|
|
|
|
|
|
(2,432)
|
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
295
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
(2,137)
|
|
|
Net loss attributable to non-controlling interests
|
|
|
|
|
|
100
|
|
|
Net loss attributable to Expedia Group, Inc.
|
|
|
|
|
|
(2,037)
|
|
|
Preferred stock dividend
|
|
|
|
|
|
|
|
|
(17)
|
|
|
Net loss attributable to Expedia Group, Inc. common stockholders
|
|
|
|
|
|
$
|
(2,054)
|
|
Revenue by Business Model and Service Type
The following table presents revenue by business model and service type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended
June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
(in millions)
|
|
Business Model:
|
|
|
|
|
|
|
|
|
Merchant
|
$
|
1,338
|
|
|
$
|
368
|
|
|
$
|
2,134
|
|
|
$
|
1,708
|
|
|
Agency
|
573
|
|
|
105
|
|
|
896
|
|
|
667
|
|
|
Advertising, media and other
|
200
|
|
|
93
|
|
|
327
|
|
|
400
|
|
|
Total revenue
|
$
|
2,111
|
|
|
$
|
566
|
|
|
$
|
3,357
|
|
|
$
|
2,775
|
|
|
Service Type:
|
|
|
|
|
|
|
|
|
Lodging
|
$
|
1,533
|
|
|
$
|
487
|
|
|
$
|
2,436
|
|
|
$
|
2,029
|
|
|
Air
|
78
|
|
|
(70)
|
|
|
128
|
|
|
39
|
|
|
Advertising and media
|
161
|
|
|
25
|
|
|
249
|
|
|
228
|
|
|
Other(1)
|
339
|
|
|
124
|
|
|
544
|
|
|
479
|
|
|
Total revenue
|
$
|
2,111
|
|
|
$
|
566
|
|
|
$
|
3,357
|
|
|
$
|
2,775
|
|
(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 $20 million and $59 million during the three and six months ended June 30, 2020 related to Bodybuilding.com, which was sold in May 2020.
Notes to Consolidated Financial Statements – (Continued)
Our Retail and B2B segments generate revenue from the merchant, agency and advertising, media and other business models as well as all service types. trivago segment revenue is generated through advertising and media.