UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K10-K/A
(Amendment No. 1)
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| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
OR
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-37429
EXPEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 20-2705720 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
333 108th Avenue NE
Bellevue, WA 98004
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code:
(425) 679-7200
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class: | | Name of each exchange on which registered: |
| Common stock, $0.0001 par value | | The Nasdaq Global Select Market |
| Expedia Group, Inc. 2.500% Senior Notes due 2022 | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer | | þ | | Accelerated filer | | ¨ |
| Non-accelerated filer | | ¨ | | Smaller reporting company | | ¨ |
| | | | | Emerging growth company | | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
As of June 30, 2018, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $14,376,116,000. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant.
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| Class | | Outstanding Shares at January 25,April 19, 2019 were approximately, |
| Common stock, $0.0001 par value per share | | 134,390,305 shares136,007,689 |
| Class B common stock, $0.0001 par value per share | | 12,799,999 shares |
Documents Incorporated
Explanatory Note
Expedia Group, Inc. (“Expedia Group” or the “Company”) is filing this Amendment No. 1 to our Form 10-K for the fiscal year ended December 31, 2018, originally filed with the Securities and Exchange Commission on February 8, 2019 (the “2018 Form 10-K”), for the purpose of providing the information required by ReferencePart III that we intended to incorporate by reference from our proxy statement relating to our 2019 annual meeting of stockholders. Our 2019 proxy statement, however, will not be filed within the requisite time period for allowing such incorporation by reference.
This Amendment No. 1 speaks as of the original filing date of the 2018 Form 10-K and reflects only the changes to the cover page, Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV. No other information included in the 2018 Form 10-K, including the information set forth in Part I and Part II, has been modified or updated in any way, except for Exhibit 3.2 which has been updated in accordance with Item 601(b)(3) of Regulation S-K to reflect the amendment and restatement of our bylaws on April 15, 2019.
We have also included as exhibits the certifications required under Section 302 of The Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
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Document | | Parts Into Which Incorporated |
Portions of the definitive Proxy Statement for the 2019 Annual Meeting of Stockholders (Proxy Statement) | | Part III |
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Expedia Group, Inc.
Form 10-K10-K/A
For the Year Ended December 31, 2018
Contents
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Part I | | | Page |
Item 1Part III. | | | |
Item 1A | | |
Item 1B | | |
Item 2 | | |
Item 3 | | |
Item 4 | | |
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Part II |
Item 5 | | |
Item 6 | | |
Item 7 | | |
Item 7A | | |
Item 8 | | |
Item 9 | | |
Item 9A | | |
Item 9B | | |
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Part III |
Item 1010. | | |
| Item 1111. | | |
| Item 1212. | | |
| Item 1313. | | |
| Item 1414. | | |
| Part IV. | | | |
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Part IV |
Item 1515. | | |
Item 16Signatures | | |
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Expedia Group, Inc.
Form 10-K10-K/A
For the Year Ended December 31, 2018
Part III.
Part I. Item 1.10. Directors, Executive Officers and Corporate Governance
Controlled Company Status
Controlled Company Status Business
We refer to. Expedia Group Inc. and its subsidiaries (formerly "Expedia, Inc.") collectively as “Expedia Group,is subject to the Nasdaq Stock Market Listing Rules. These rules exempt “controlled companies,” the “Company,” “us,” “we” and “our” in this Annual Report on Form 10-K.
Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaningor companies of which more than 50% of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements forvoting power is held by an individual, a variety of reasons, including, but not limited to, those discussed in the section entitled “Risk Factors” as well as those discussed elsewhere in this report. Other unknowngroup or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of wordsanother company, such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”) that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.
Management Overview
General Description of our Business
Expedia Group, Inc. is an online travel company, empowering businessfrom certain requirements.
Based on information provided on a Schedule 13D/A filed by Mr. Diller and leisure travelers through technology with the tools and information they need to efficiently research, plan, book and experience travel. We seek to grow our business through a dynamic portfolio of travel brands, including our majority-owned subsidiaries that feature the world’s broadest supply portfolio — with more than one million properties, including more than 370,000 of HomeAway's over 1.8 million online bookable vacation rental listings, in 200 countries and territories, over 500 airlines, packages, rental cars, cruises, insurance, as well as destination services and activities. Travel suppliers distribute and market products via our desktop and mobile offerings, as well as through alternative distribution channels, our private label business and our call centers in order to reach our extensive, global audience. In addition, our advertising and media businesses help other businesses, primarily travel providers, reach a large audience of travelers around the globe.
Our portfolio of brands includes:
Expedia.com®, a leading full service online travel company with localized websites in over 30 countries;
Hotels.com®, a leading global lodging expert operating 90 localized websites in 41 languages with its award winning Hotels.com® Rewards loyalty program;
Expedia® Partner Solutions, a global business-to-business ("B2B") brand that powers the hotel business of hundreds of leading airlines, travel agencies, loyalty and corporate travel companies plus several top consumer brands through its API and template solutions;
trivago®, a leading online hotel metasearch platform with websites in 55 countries worldwide;
HomeAway®, a global online marketplace for the alternative accommodations industry, which also includes the VRBO brand, among others;
Egencia®, a leading corporate travel management company;
Orbitz® and CheapTickets®, leading U.S. travel websites, as well as ebookers®, a full-service travel brand with websites in seven European countries;
Travelocity®, a leading online travel brand in the United States and Canada;
Hotwire®, a leading online travel website offering spontaneous travel through Hot Rate® deals;
Wotif Group, a leading portfolio of travel brands including Wotif.com®, Wotif.co.nz, lastminute.com.au®, lastminute.co.nz and travel.com.au®;
Expedia® Group Media Solutions, the advertising sales division of Expedia Group that builds creative media partnerships and enables brand advertisers to target a highly-qualified audience of travel consumers;
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• | CarRentals.com™, a premier online car rental booking company with localized websites in four countries;
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Classic Vacations®, a top luxury travel specialist;
Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in over 2,000 destinations worldwide;
Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of more than 270 retail travel agency franchises across North America; and
SilverRail Technologies, Inc., provider of a global rail retail and distribution platform connecting rail carriers and suppliers to both online and offline travel distributors.
Equity Ownership and Voting Control
As of December 31, 2018, there were 134,334,400 shares of Expedia Group common stock and 12,799,999 shares of Expedia Class B common stock outstanding. Expedia Group stockholders are entitled to one vote for each share of common stock and ten votes for each share of Class B common stock outstanding. As of December 31, 2018, Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”Holdings”), through its wholly-owned subsidiaries, heldon April 16, 2019, Mr. Diller and Liberty Expedia Holdings together currently beneficially own approximately 8%13% of Expedia Group’sthe outstanding common stock and 100%shares of Expedia Group’s outstanding Class B common stock (or approximately 20% assuming conversion of all shares of Class B common stock into shares of common stock) and 100% of the outstanding shares of Class B common stock held 16% of Expedia Group’s outstanding common stock). Barry Diller, Chairman and, Senior Executive of Expedia Group holds an irrevocable proxy granted by Liberty Expedia Holdings, pursuant to which Mr. Diller has the right to vote the Expedia Group securities held by Liberty Expedia Holdings and its subsidiaries (the “Diller Proxy”), which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings until the earlier of May 4, 2019 or the occurrence of certain termination events. As of December 31, 2018, as a result of their agreements and respective holdings in Expedia Group, Mr. Diller and Liberty Expedia Holdings may be deemed to share voting power over securities representingconsequently, approximately 55% of the combined voting power of the outstanding Expedia Group capital stock.
By virtuestock as of April 19, 2019. On this basis, Expedia Group is currently relying on the exemption for controlled companies from certain Nasdaq requirements, including, among others, the requirement that a majority of the voting powerBoard of Directors be composed of independent directors, the requirement that the Compensation Committee be composed solely of independent directors and certain requirements relating to the nomination of directors.
On April 16, 2019, Expedia Group announced that, on April 15, 2019, it entered into an irrevocable proxy granted to Mr. Diller by John C. MaloneAgreement and Leslie Malone over their shares inPlan of Merger with Liberty Expedia Holdings, LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of Expedia Group, and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of LEMS I LLC, and certain other related agreements (the “Proposed Liberty Expedia Transaction”). The Proposed Liberty Expedia Transaction is described in greater detail in the governance arrangements atsection below titled “Recent Developments” in Item 13, “Certain Relationships and Related Person Transactions, and Director Independence.”
Information Concerning Directors
Our Directors. The name and certain background information regarding each of our directors, as of April 1, 2019, are set forth below. Except as noted, there are no family relationships among directors or executive officers of Expedia Group. Ms. Chun, Ms. Coe, and Mr. Shean were nominated by Liberty Expedia Holdings, duringwhich currently has the period the assignment of the Diller Proxy and the proxy granted him by the Malones are in effect, Mr. Diller is effectively ableright to control the outcome of nearly all matters submittednominate three individuals for election to a vote or for the consent of Expedia Group’s stockholders (other than with respect to the election by the Expedia Group common stockholders of 25% of the members of Expedia Group’s Board of Directors and certain matters as to which a separate class vote of the holders of Expedia Group common stock or Expedia Group preferred stock is required under Delaware law). Upon the termination or expiration of the assignment of the Diller Proxy (unless the Diller Proxy itself has terminated), Mr. Diller will continue to be able to control the outcome of such matters. In addition, pursuant to the Amended and Restated Governance Agreement dated as of December 20, 2011, as amended, among Expedia Group, Liberty Expedia Holdings and Mr. Diller, each of Mr. Diller, and Liberty Expedia Holdings, generally has the right to consent to certain significant corporate actionswhich is described in the event thatsection below titled “Certain Relationships and Related Person Transactions- Relationships Involving Significant Stockholders, Named Executive Officers and Directors.”
In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skill, each director has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to Expedia Group or anyand our Board of its subsidiaries incurs any new obligations for borrowed money withinDirectors as demonstrated by the definitiondirector’s past service. Several of “total debt” set forthour directors also have extensive management experience in complex organizations. The terms of each of our directors will expire at the Governance Agreement for as long as Expedia Group’s rationext annual meeting of total debt to EBITDA, as defined therein, equals or exceeds eight to one.stockholders.
On February 4, 2019,
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| Name | Age | Position With Expedia Group, Inc. |
| Barry Diller | 77 | Chairman and Senior Executive |
| Peter M. Kern | 51 | Director and Vice Chairman |
| Mark D. Okerstrom | 46 | Director and Chief Executive Officer |
| Susan C. Athey | 48 | Director |
| A. George “Skip” Battle | 75 | Director |
| Courtnee A. Chun | 44 | Director (Liberty Expedia nominee) |
| Chelsea Clinton | 39 | Director |
| Pamela L. Coe | 59 | Director (Liberty Expedia nominee) |
| Jonathan L. Dolgen | 73 | Director |
| Craig A. Jacobson | 66 | Director |
| Victor A. Kaufman | 75 | Director |
| Dara Khosrowshahi | 49 | Director |
| Christopher W. Shean | 53 | Director (Liberty Expedia nominee) |
| Alexander von Furstenberg | 49 | Director |
Barry Diller
Mr. Diller has been the Chairman of the Board and Senior Executive of Expedia Group filed a Current Reportsince the completion of the Company’s spin-off from IAC/InterActiveCorp (“IAC”) on Form 8-KAugust 9, 2005 (the “Form 8-K”) reporting that Liberty “IAC/Expedia Holdings andGroup Spin-Off”). Mr. Diller filedheld the positions of Chairman of the Board and Chief Executive Officer of IAC and its predecessors since August 1995 and ceased serving as Chief Executive Officer in November 2010. Mr. Diller served as Special Advisor to TripAdvisor, Inc., an amended statement on Schedule 13D/A that included a descriptiononline travel company, from April 2013 through March 2017, was TripAdvisor’s Chairman of discussions that had taken place betweenthe Board and Senior Executive from December 2011, when it was spun off from the Company (the “TripAdvisor Spin-Off”) until December 2012, and served a member of Expedia Group management (as authorized by a special committeeits Board until April 2013. Mr. Diller served as the non-executive Chairman of disinterested directors formed by the Expedia Group Board of Directors)Ticketmaster Entertainment, Inc. from 2008 to 2010, when it merged with Live Nation, Inc. to form Live Nation Entertainment, Inc. Mr. Diller served as the non-executive Chairman of the Board of Live Nation Entertainment, Inc. from January 2010 to October 2010 and was a member of Liberty Expedia Holdings management (as authorized byits Board until January 2011. He also served as Chairman of the Board and Chief Executive Officer of QVC, Inc. from December 1992 through December 1994 and as the Chairman of the Board and Chief Executive Officer of Fox, Inc. from 1984 to 1992. Prior to joining Fox, Inc., Mr. Diller served for ten years as Chairman of the Board and Chief Executive Officer of Paramount Pictures Corporation. Mr. Diller served as a committeemember of the Board of Directors of LibertyGraham Holdings Company (formerly The Washington Post Company) from November 2013 through January 2017. Mr. Diller is currently a member of the Board of Directors of the Coca-Cola Company. Mr. Diller is also a member of The Business Council, and serves on the Dean’s Council of The New York University Tisch School of the Arts, the Board of Councilors for the School of Cinema-Television at the University of Southern California and the Advisory Board for the Peter G. Peterson Foundation.
Board Membership Qualifications: As result of his involvement with Expedia Holdings composedGroup both while it was operated within IAC and since the IAC/Expedia Group Spin-Off, Mr. Diller has a great depth of allknowledge and experience regarding Expedia Group and its businesses. Mr. Diller has extensive management experience, broad international exposure and emerging market experience and innovation and technology experience, including through his service as Chief Executive Officer of Libertymedia and interactive commerce companies, as well as experience as a director serving on other public company boards, including as Chairman. Mr. Diller also effectively controls Expedia Holdings’ Series A common stock directors) regardingGroup. Mr. Diller is Mr. von Furstenberg’s stepfather.
Peter M. Kern
Mr. Kern has been a potential business combination transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock would be exchanged for newly issued sharesdirector of Expedia Group common stock. The Form 8-K also described expectations regarding (i)since completion of the exchange, in connection with the consummation of any such transaction with Liberty IAC/Expedia Holdings,Group Spin-Off and has served as Vice Chairman of Expedia Group common stock beneficially owned bysince June 2018. Mr. DillerKern is a Managing Partner of InterMedia Partners VII, LP, a private equity firm. Prior to joining InterMedia, Mr. Kern was Senior Managing Director and Principal of Alpine Capital LLC. Prior to Alpine Capital, Mr. Kern founded Gemini Associates in 1996 and served as President from its inception through its merger with Alpine Capital in 2001. Prior to founding Gemini Associates, Mr. Kern was at the Home Shopping Network and Whittle Communications. Mr. Kern has served on the Board of Directors of Tribune Media Companysince October 2016, where he currently also serves as Chief Executive Officer, as Chairman of the Board of Directors of Hemisphere Media Group, Inc., a charitable foundation formed bypublicly-traded Spanish-language media company, since April 2013, and since 2016, as a member of Supervisory Board of trivago N.V., a majority-owned subsidiary of Expedia Group. Mr. Diller for sharesKern also serves on the boards of several of private companies. Mr. Kern holds a B.S. degree from the Wharton School at the University of Pennsylvania.
Board Membership Qualifications: Through his extensive background in private equity and as a director of several private companies, as well as prior experience in senior executive positions, Mr. Kern has a high level of financial expertise and background in analyzing investments and strategic transactions.
Mark D. Okerstrom
Mr. Okerstrom has been a director and President and Chief Executive Officer of Expedia Group Class B common stocksince August 2017, having previously served as its Executive Vice President of Operations and Chief Financial Officer from October 2014 to August 2017, as its Chief Financial Officer and Executive Vice President from September 2011 to October 2014, as its Secretary from October 2011 until April 2012 and as its Senior Vice President of Corporate Development from February 2009 to September 2011. Having joined the Company in October 2006, Mr. Okerstrom previously served as Vice President, Corporate Development until February 2009 and as Senior Director, Corporate Development until February 2008. Prior to joining the Company, Mr. Okerstrom was a consultant with Bain & Company in Boston and San Francisco, and worked with UBS Investment Bank in London. Prior to that, Mr. Okerstrom practiced as an attorney with the global law firm of Freshfields Bruckhaus Deringer in London. Mr. Okerstrom holds an M.B.A. from Harvard Business School and a law degree from the University of British Columbia. Mr. Okerstrom is currently ownedChairman of the Supervisory Board of trivago N.V.
Board Membership Qualifications: Mr. Okerstrom possesses specific attributes that qualify him to serve as a director, including the perspective and experience he brings as Chief Executive Officer and his in-depth experience with and knowledge of the online travel industry gained through his service with the Company since 2006. As Expedia Group’s former Chief Financial Officer and Executive Vice President of Operations, Mr. Okerstrom also has a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.
Susan C. Athey
Professor Athey has been a director of Expedia Group since December 2015. Professor Athey is the Economics of Technology Professor at Stanford Graduate School of Business. Her research and teaching cover the economics of the internet and digital marketplaces, marketplace design, auctions, platform businesses, online advertising, the news media, financial technology, big data, and statistical methods for causal inference. She previously taught at the economics departments at MIT, Stanford and Harvard. In 2007, Professor Athey received the John Bates Clark Medal, awarded by the American Economic Association to “that American economist under the age of forty who is adjudged to have made the most significant contribution to economic thought and knowledge.” She was elected to the National Academy of Science in 2012 and to the American Academy of Arts and Sciences in 2008. She serves on the Board of Directors of Ripple, a financial services technology startup; Rover, peer-to-peer pet care marketplace; Turo, a peer-to-peer car rental marketplace; and Innovations for Poverty Action, a non-profit. Professor Athey has also been a director of LendingClub Corporation since March 2018. Professor Athey received her bachelor’s degree from Duke University in economics, computer science, and mathematics and her Ph.D. in economics from Stanford. She holds an honorary doctorate from Duke University.
Board Membership Qualifications: Professor Athey brings to our Board significant experience as leading expert in the field of economics of the internet and technology, having advised governments and businesses on marketplace design, platform strategy, big data, and financial technology, which are directly relevant to Expedia Group’s businesses. Professor Athey’s unique perspectives assist the board in developing strategies for Expedia Group.
A. George “Skip” Battle
A. George “Skip” Battle has been a director of Expedia Group since completion of the IAC/Expedia Spin-Off. Mr. Battle previously served as the Executive Chairman of Ask Jeeves, Inc. from January 2004 through July 2005 and as its Chief Executive Officer from December 2000 until January 2004. Mr. Battle was a business consultant and investor and served as a member of the boards of directors of several technology companies. Prior thereto, Mr. Battle served with Andersen Consulting in various roles, including Worldwide Managing Partner, Market Development, until his retirement from Andersen Consulting in 1995. Mr. Battle is currently Chairman of the Compensation Committee of Fair Isaac Corporation, a position he has held since 2002. He is also a director of Workday, Inc. and one nonprofit organization. Mr. Battle also served as a director of PeopleSoft, Inc. from 1995 until its acquisition by Oracle Corp. in 2004, Barra, Inc. from 1996 until 2004, Advent Software, Inc. from 2006 to May 2011, the Masters Select family of funds (all registered investment companies) from August 1996 until December 2012, Sungevity, Inc. from February 2010 until January 2013, LinkedIn Corporation from December 2010 until December 2016, OpenTable, Inc. from January 2006 until July 2014, and Netflix, Inc. from June 2005 to December 2018. Mr. Battle holds a B.A. in economics from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business.
Board Membership Qualifications: Mr. Battle has extensive financial, strategic, operational, and corporate governance experience, acquired through his more than thirty years as a business consultant as well as his prior service as a chief executive officer. Mr. Battle also has experience as a director serving on other public company boards.
Courtnee A. Chun
Ms. Chun has been a director of Expedia Group since December 2017. Ms. Chun has served as Senior Vice President of Investor Relations for Qurate Retail, Inc. (“Qurate”)and Liberty Media Corporation (“Liberty Media”)and has served as a director of HSN, Inc. from May 2013 to December 2017. Prior to joining Liberty Media in 2008, Ms. Chun held executive level positions at Level 3 and New Global Telecom, Inc. (“New Global”), where she served as Chief Financial Officer. Prior to New Global, Ms. Chun gained extensive transaction experience in mergers and acquisitions and the financial markets at FirstWorld Communications and at J.P. Morgan. Ms. Chun currently serves on the board of advisors for ACE Scholarships Colorado.
Board Membership Qualifications: Ms. Chun was nominated as a director by Liberty Expedia Holdings as would be permitted under certain circumstances by the governance and shareholder agreements relating to Expedia Group currently in effect and (ii) the entry, in connection with the consummation of any such transaction, into certain amendmentspursuant to the Governance Agreement currentlyAgreement. Ms. Chun has significant business knowledge and experience, including a high level of financial expertise and a background in effect relating to Mr. Diller’s abilityanalyzing investments and strategic transactions.
Chelsea Clinton
to exchange for or purchase in the future additional sharesMs. Clinton has been a director of Expedia Group Class B common stock,since March 2017. Ms. Clinton has served as Vice Chair of the Clinton Foundation since March 2013, where her work emphasizes improving global and domestic health, creating service opportunities and empowering the next generation of leaders. Prior to assuming this role, Ms. Clinton served as a member of the Board of Directors of the Clinton Foundation from September 2011. Ms. Clinton has also served as a member of the Board of Directors of the Clinton Health Access Initiative since September 2011. Ms. Clinton also teaches at the Columbia University Mailman School of Public Health. From March 2010 through May 2013, Ms. Clinton served as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university’s Global Expansion Program. From November 2011 to August 2014, Ms. Clinton also worked as a special correspondent for NBC news. Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an investment firm, from October 2006 to November 2009. Ms. Clinton also currently serves on the Board of Directors of IAC, The School of American Ballet, Clover Health and Nurx Inc.; the Board of Overseers of the Weill Cornell Medical College and the Columbia University Mailman School of Public Health; the Board of Trustees of the Africa Center; and as Co-Chair of the Advisory Board of the Of Many Institute at New York University. She currently serves as an advisor to LiveSafe, Inc. Ms. Clinton holds a B.A. from Stanford, an MPH from Columbia’s Mailman School of Public Health and both an MPhil and a Doctorate in International Relations from Oxford University.
Board Membership Qualifications: Ms. Clinton’s broad public policy experience, keen intellectual acumen and youthful perspective enhance the diversity of experience, backgrounds and opinions represented on the Board.
Pamela L. Coe
Ms. Coe has been a director of Expedia Group since November 2012. Ms. Coe is currently Senior Vice President, Deputy General Counsel and Secretary of Qurate, Liberty Media and Liberty Broadband Corporation (“Liberty Broadband”) and has held those positions since January 1, 2016. Prior to January 1, 2016, Ms. Coe was Vice President, Deputy General Counsel and Secretary of those companies. Ms. Coe also held those positions with Liberty TripAdvisor Holdings, Inc. from August 2014 to April 2016. Ms. Coe is currently Senior Vice President, Deputy General Counsel and Secretary of Liberty Expedia Holdings and has served as such from November 2016. Prior to joining Liberty Media, Ms. Coe served as Senior Counsel at Liberty Media’s predecessor parent company, Tele-Communications, Inc. (“TCI”). Prior to her tenure at TCI, Ms. Coe was a partner in a major San Francisco-based law firm, specializing in corporate, securities and banking law.
Board Membership Qualifications: Ms. Coe was nominated as a director by Liberty Expedia Holdings pursuant to the Governance Agreement. Ms. Coe has significant legal and business knowledge and experience, including experience in corporate governance matters, securities law, and executive compensation and compliance matters.
Jonathan L. Dolgen
Mr. Dolgen has been a director of Expedia Group since completion of the IAC/Expedia Group Spin-Off. From July 2004 until April 2010, Mr. Dolgen was a Senior Advisor to Viacom, Inc., a worldwide entertainment and media company, where he provided advisory services to the chief executive officer on an as-requested basis. Since July 2004, Mr. Dolgen has been a private investor. From April 1994 to July 2004, Mr. Dolgen served as Chairman and Chief Executive Officer of the Viacom Entertainment Group, which primarily included Paramount Pictures and Paramount Television, Paramount’s regional theme parks, motion picture theaters, and book publishing operations. Mr. Dolgen began his career in the entertainment industry in 1976 and, until joining the Viacom Entertainment Group, served in a variety of executive positions at Columbia Pictures Industries, Inc., Twentieth Century Fox and Fox, Inc., and Sony Pictures Entertainment. Mr. Dolgen was a director of Ticketmaster from August 2008 through its merger with Live Nation, Inc. in January 2010 and thereafter a director of Live
Nation, Inc. through June 2018. He is also a member of the Board of Trustees of California Institute of the Arts and a director of the Simon Wiesenthal Center. Mr. Dolgen holds a B.S. from Cornell University and a J.D. from New York University.
Board Membership Qualifications: Mr. Dolgen has extensive high-level executive management experience, including prior service as a chief executive officer. Mr. Dolgen also has experience as a director serving on other public company boards. Mr. Dolgen has significant expertise in both traditional and new media.
Craig A. Jacobson
Mr. Jacobson has been a director of Expedia Group since December 2007. Mr. Jacobson is a founding partner at the law firm of Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller & Gellman, L.L.P., where he has practiced entertainment law for the past 32 years. Mr. Jacobson is a member of the Board of Directors of Charter Communications, Inc., Tribune Media Company, Oaktree Specialty Lending Corporation and Oaktree Strategic Income Corporation. Mr. Jacobson was a director of Ticketmaster from August 2008 until its merger with Live Nation, Inc. in January 2010, Aver Media, a privately-held Canadian lending institution, Eventful Inc., a digital media company, and New Form Digital. Mr. Jacobson was a founder of New Form Digital, a venture with Discovery Communications, focusing on short form digital content. Mr. Jacobson also founded Whisper Advisors, a boutique investment banking/advisory company.
Board Membership Qualifications: Mr. Jacobson has extensive legal and business knowledge and experience in corporate governance matters. Mr. Jacobson also has significant financial knowledge gained during his thirty years practicing law as well as other governance arrangementshis service as a director serving on public and transfer restrictions.private company boards.
Market Opportunity & Business StrategyVictor A. Kaufman
Mr. Kaufman has been a director of Expedia Group is onesince completion of the world’s largest online travel companies, yet our gross bookings represent only about 6%IAC/Expedia Group Spin-Off and served as Vice Chairman of total worldwide travel spending. Phocuswright estimates global travel spendingExpedia Group from the IAC/Expedia Group Spin-Off through June 2018. Mr. Kaufman has been a director of IAC (and its predecessors) since December 1996 and has served as the Vice Chairman of IAC since October 1999. Mr. Kaufman served as a director of TripAdvisor, Inc. from the completion of the TripAdvisor Spin-Off until February 2013. Mr. Kaufman previously served as Vice Chairman of the Board of Ticketmaster Entertainment, Inc. from August 2008 through January 2010 and as a director of Live Nation Entertainment from January 2010 through December 2010. Mr. Kaufman served in the Office of the Chairman of IAC from January 1997 to November 1997 and as Chief Financial Officer of IAC from November 1997 to October 1999. Prior to his tenure with IAC, Mr. Kaufman served as the Chairman and Chief Executive Officer of Savoy Pictures Entertainment, Inc. from March 1992 and as a director of Savoy from February 1992. Mr. Kaufman was the founding Chairman and Chief Executive Officer of Tri-Star Pictures, Inc. (“Tri-Star”) and served in those capacities from 1983 until December 1987, at approximately $1.7 trillionwhich time he became President and Chief Executive Officer of Tri-Star’s successor company, Columbia Pictures Entertainment, Inc. (“Columbia”). He resigned from those positions at the end of 1989 following the acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 2018,1974 and served in a variety of senior positions at Columbia and its affiliates prior to the founding of Tri-Star.
Board Membership Qualifications: Mr. Kaufman has unique knowledge of and experience with an increasing share bookedExpedia Group and its businesses gained through online channels each year. We have built,his involvement with Expedia Group both while it was operated within IAC and continue to build,since the IAC/Expedia Group Spin-Off. Mr. Kaufman also has a broadhigh level of financial literacy and deep supply portfolio which today includes more than one million properties, including over 370,000 of HomeAway's over 1.8 million online bookable vacation rental listings, over 500 airlines and numerous car rental companies, cruise companiesexpertise regarding mergers, acquisitions, investments and other travel suppliers.
We believe the strength of our brand portfoliostrategic transactions, as well as our enhanced product offerings and new channel penetration drives customer demand, which when combined with our global scale and broad based supply, give usexperience as a unique advantage in addressing the ongoing migrationdirector serving on other public company boards.
Dara Khosrowshahi
Mr. Khosrowshahi has been a director of travel bookings from offline to online around the world. With our unmatched global audience of travelers, and our deep and broad selection of travel products, there is a rich interplay between supply and demand in our global marketplace that helps us provide value to both travelers planning trips and supply partners wanting to grow their business through a better understanding of travel retailing and consumer demand in addition to reaching consumers in markets beyond their reach. Our primary growth drivers are global expansion, including of our supply portfolio, technology and product innovation, and new channel penetration and expansion.
Portfolio of Brands
Expedia Group operatessince completion of the IAC/Expedia Group Spin-Off. Mr. Khosrowshahi has served as the Chief Executive Officer of Uber Technologies, Inc.since August 2017. Previously, Mr. Khosrowshahi served as the Chief Executive Officer and President of Expedia Group from the completion of the IAC/Expedia Group Spin-Off until August 2017. Mr. Khosrowshahi served as the Chief Executive Officer of IAC Travel, a strong brand portfolio with global reach, targeting a broad rangedivision of travelers, travel suppliers and advertisers. We know that consumers typically visit multiple travel websites prior to booking travel, and having a multi-brand strategy increases the likelihood that those consumers will visit one or more of our websites. We also market to consumers through a variety of channels, including internet search and metasearch and social media websites, and having multiple brands appear in search results also increases the likelihood of attracting visitors. In addition, our brands tailor their product offerings and websites to particular traveler demographics. For example, Hotwire finds deep discount deals for the budget-minded travel shopper while our Classic Vacations brand targets high-end, luxury travelers. Brand Expedia spans the widest swath of potential customers with multi-product travel options across a broad value spectrum, while our Hotels.com brand focuses specifically on a hotel only product offering.
Brand Expedia. A leading full-service online travel brand with localized websites in over 30 countries covering 18 languages offering a wide selection of travel products and services. Through an award-winning mobile app and Expedia-branded websites, travelers have accessIAC, from January 2005 to the latest technology that delivers airline tickets, lodging, car rentals, cruises, insuranceIAC/Expedia Group Spin-Off date. Prior to his tenure as Chief Executive Officer of IAC Travel, Mr. Khosrowshahi served as Executive Vice President and other travel needs, suchChief Financial Officer of IAC from January 2002 to January 2005, as airport transfers, ticketsIAC’s Executive Vice President, Operations and Strategic Planning, from July 2000 to attractionsJanuary 2002 and tours,as President, USA Networks Interactive, a division of IAC, from hundreds1999 to 2000. Mr. Khosrowshahi joined IAC in 1998 as Vice President of thousandsStrategic Planning and was promoted to Senior Vice President in 1999. Mr. Khosrowshahi worked at Allen & Company LLC from 1991 to 1998, where he served as Vice President from 1995 to 1998. Mr. Khosrowshahi also served as director of suppliers, on both a standaloneTripAdvisor, Inc., from the TripAdvisor Spin-Off until February 2013 and package basis. Across the more than 20 years that Expedia has been helping people travel with confidence and ease, the company has learned that travelers benefit when Expedia continually improves and optimizes its offering,The New York Times Company from May 2015 to ensure that travelers the world over can book the trip they need, in the manner they choose, at any point and save. That commitment has propelled Expedia to a leadership position within travel, and ensures that Expedia can continue to help millions of travelers experience the world.
Hotels.com. Hotels.com focuses entirely on marketing and distributing lodging accommodations. Hotels.com, with 90 localized websites worldwide in 41 languages worldwide and market leading mobile apps on all major platforms, offers travelers a broad selection of lodging options. Because of its single product offering, Hotels.com is often our first entry point into a region allowing us to evaluate the market opportunity prior to adding additional brands and product offerings. Hotels.com Rewards®, the loyalty program established in 2008, offers travelers the ability to earn one free night for every ten nights stayed.
Expedia Partner Solutions. Expedia Partner Solutions is the purely partner-focused arm of Expedia Group. Expedia Partner Solutions partners with businesses across a wide range of verticals including loyalty programs, airlines, travel agents and online retailers who remarket Expedia Partner Solutions' accommodation rates and availabilities to their travelers. Partners can access its accommodations in the way that best suits their business, whether that is a fully customizable environment through Expedia Partner Solutions' API, Rapid; an ‘off-the-shelf,’ white-label or co-branded online template solution Hotels.com for partners; or a powerful agent tool, Expedia TAAP.
trivago. trivago is our majority-owned hotel metasearch company, based in Dusseldorf, Germany. The online platform gives travelers access to price comparisons from more than 400 booking websites for over 3.0 million hotels and other accommodations, including over 1.5 million units of alternative accommodations, in over 190 countries. Officially launched in 2005, trivago is a leading global brand in hotel search and can be accessed worldwide via 55 localized websites and apps in 33September 2017.
languages. Subsequent to its initial public offering ("IPO") in December 2016, the company is listed on the Nasdaq Global Select Market
Board Membership Qualifications: Mr. Khosrowshahi possesses in-depth experience with and trades under the symbol "TRVG."
HomeAway. In December 2015, we acquired HomeAway, which operates an online marketplace for the alternative accommodations industry. The HomeAway portfolio includes the vacation rental websites HomeAway, which operates 55 localized websites around the world, and VRBO. In addition, HomeAway operates several regional brands around the world and offers software solutions to property managers.
Egencia. Our full-service travel management company offers travel products and services to businesses and their corporate travelers. Egencia maintains a global presence in more than 60 countries across North America, Europe and Asia Pacific. Egencia provides, among other things, a global technology platform coupled with local telephone assistance with expert travel consultants, relevant supply targeted at business travelers, and consolidated reporting for its clients. Egencia charges its corporate clients account management fees, as well as transactional fees for various contacts made as partknowledge of the travel process. In addition, Egencia provides on-site agents to some corporate clients to provide in-house, seamless support. Egencia also offers consulting and meeting management services as well as advertising opportunities. We believe the corporate travel sector represents a significant opportunity for Expedia through Egencia’s compelling technology solution for businesses seeking to improve employees’ travel experiences and optimize travel costs by moving the focus of the corporate travel program to online and mobile services versus the traditional call center approach.
Orbitz, CheapTickets, ebookers. In September 2015, we acquired Orbitz Worldwide, Inc., including all of its assets and portfolio brands, including Orbitz, CheapTickets and ebookers. The Orbitz Reward program allows travelers to earn rewards on flights, hotels and packages that can be instantly redeemed on tens of thousands of hotels worldwide. Budget travel site CheapTickets gives customers more ways to save on their next trip with last minute deals and discounts, while also offering travelers event tickets to top concerts, theater, sporting events and more. ebookers is a leading online travel agent in EMEA offering travelers an array of travel options across flights, accommodations, packages, car hire providers and destination activities. With ebookers, travelers have the flexibility to build their perfect trip by booking a combination of elements in the same place.
Travelocity. Travelocity is a pioneer in the online travel industry gained through his prior service as Chief Executive Officer of IAC Travel, as Chief Executive Officer of Expedia Group and celebrated its 20th anniversary in 2016. Travelocityas a director of TripAdvisor, Inc. and its famous Roaming Gnome encourage travelers in the United Statestrivago N.V. Mr. Khosrowshahi also has a high level of financial literacy and Canada to “Wander Wisely™”.expertise regarding mergers, acquisitions, investments and other strategic transactions.
Hotwire. Hotwire offersChristopher W. Shean
Mr. Shean has been a travel booking service that matches flexible, value-oriented travelers with suppliers who have excess seats, rooms and cars they offer at lower rates than retail. Hotwire’s Hot Rate® Hotels, Hot Rate® Cars and Hot Rate® Flights offer travelers an extra low pricedirector of Expedia Group since December 2015. He has served as the supplier name is not revealed until afterChief Executive Officer and President of Liberty Expedia Holdings since March 2016 and as a director since November 2016. He has also served as a Senior Advisor of Qurate, Liberty Media and Liberty Broadband since October 2016. Mr. Shean served as the traveler booksChief Financial Officer of Liberty Media (including its predecessor) from November 2011 to October 2016, Qurate from November 2011 to October 2016 and pays. With Hotwire’s unique model, suppliers create valueLiberty Broadband from excess availability without diluting their core, brand-loyal traveler base. Hotwire partnersJune 2014 to October 2016. He has held a number of executive positions with leading hotel companies worldwide, brand-name domesticLiberty Media since May 2007 and international airlines,with Qurate since October 2000. Mr. Shean also served as a Senior Vice President of Liberty Broadband from June 2014 to December 2015. In addition, Mr. Shean served as Senior Vice President and major car rental companies inChief Financial Officer of Liberty TripAdvisor Holdings, Inc. from July 2013 to January 2016. Mr. Shean has served as a director of FTD Companies, Inc. since December 2014 and as the United States.
Wotif Group. Wotif Groupinterim President and Chief Executive Officer from November 2016 to March 2017. He served as a director of TripAdvisor, Inc. from February 2013 to December 2015. Mr. Shean is a leading Australian online travel company, comprisedgraduate of the Wotif.com, lastminute.com.auVirginia Polytechnic Institute and travel.com.au brands in Australia, and Wotif.co.nz and lastminute.co.nz in New Zealand. Wotif.com launched in 2000, and was listedState University, where he serves on the Australian Securities Exchange in June 2006Department of Accounting and Information Systems advisory board and on the Pamplin College of Business Advisory Council.
Board Membership Qualifications: Mr. Shean was nominated as Wotif.coma director by Liberty Expedia Holdings Limited, underpursuant to the ASX code “WTF,” prior to being acquired by Expedia in 2014.
CarRentals.com. CarRentals.com is an online car rental marketingGovernance Agreement. Mr. Shean has significant financial and retail firm offeringoperational experience gained through his service as chief financial officer and other executive-level positions at Qurate, Liberty Media and Liberty Broadband and as a diverse selectionformer partner of car rentals direct to consumers. CarRentals.comKPMG LLP, as well as experience as a director serving on other public company boards. As a result of his extensive business and financial experience, Mr. Shean is able to provide our customers more choices acrossvaluable business, financial and risk management advice. He also possesses a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.
Alexander von Furstenberg
Mr. von Furstenberg has been a director of Expedia Group since December 2015. Mr. von Furstenberg currently serves as Chief Investment Officer of Ranger Global Advisors, LLC (“Ranger”), a family office focused on value-based investing, which he founded in June 2011. Prior to founding Ranger, Mr. von Furstenberg founded Arrow Capital Management, LLC, a private investment firm focused on global public equities, where he served as Co-Managing Member and Chief Investment Officer since 2003. Mr. von Furstenberg has served as a member of the globeBoard of Directors of IAC since 2008, Liberty Expedia Holdings since November 2016, La Scogliera, an Italian financial holding company, since December 2016 and help our supply partners expand their marketing reach.served as a member of the board of directors of W.P. Stewart & Co. Ltd., a Bermuda based asset management firm, until the company was acquired in December 2013. Since 2001, he has acted as Chief Investment Officer of Arrow Investments, Inc., the private investment office that serves his family. Mr. von Furstenberg also serves as a partner and Co-Chairman of the Board of Diane von Furstenberg Studio, LLC. In addition to the philanthropic work accomplished through his position as a director of The Diller-von Furstenberg Family Foundation, Mr. von Furstenberg also serves on the Board of Directors of Friends of the High Line.
Classic Vacations.Board Membership Qualifications Classic Vacations offers individually tailored vacations primarily through:Mr. von Furstenberg has private investment and board experience, which the Board of Directors believes give him particular insight into capital markets and investment strategy, as well as a national networkhigh level of third-party retail travel agents. Classic delivers a full line of premium vacation packages — air, hotels, car rentals, activities, cruises and private transportation — to create customized luxury vacations in Hawaii, the Caribbean, Mexico, Costa Rica, Europe, Australia, New Zealand, Fiji, Maldives, Dubai, Seychelles and Tahiti. Travel agents and travelers can preview our product offering through our website www.classicvacations.com.financial literacy. Mr. von Furstenberg is Mr. Diller’s stepson.
Information Concerning Executive Officers
Background information about each of Expedia Local Expert. Our Expedia Local Expert network offers online and in-market concierge services, activities, experiences, attractions and ground transportation. With access toGroup’s current executive officers, who do not also serve as a rich portfoliodirector of more than 35,000 tours and adventures, LX can be found on more than 70 Expedia Group, websites,is provided below. |
| | |
| Name | Age | Position With Expedia Group, Inc. |
| Robert J. Dzielak | 48 | Chief Legal Officer and Secretary |
| Alan R. Pickerill | 52 | Executive Vice President, Chief Financial Officer and Treasurer |
| Lance A. Soliday | 46 | Senior Vice President, Chief Accounting Officer and Controller |
Robert J. Dzielak has served as Expedia Group’s Chief Legal Officer and operates more than 100 conciergeSecretary since March 2018, previously serving as its Executive Vice President, General Counsel and activity desksSecretary since April 2012. Mr. Dzielak had previously served as Senior Vice President and acting General Counsel since October 2011. Since joining the Company as Assistant General Counsel in major resort destinations.
Expedia CruiseShipCenters. Expedia CruiseShipCenters is North America’s leading cruise specialist, providing a full range of travel productsApril 2006 and through its network of independently owned retail travel franchises. With over 270 points of sale across North Americahis service as Vice President and a team of over 6,000 professionally-trained vacation consultants, the franchise company has beenAssociate General Counsel between February 2007 and October 2011,
recognized
Mr. Dzielak held primary responsibility for the worldwide litigation portfolio of the Company and its brands. Prior to joining Expedia Group, Mr. Dzielak was a partner at the law firm of Preston, Gates and Ellis, LLP (now K&L Gates LLP), where his practice focused on commercial and intellectual property litigation. Mr. Dzielak received his J.D. from The John Marshall Law School. Mr. Dzielak is currently a member of the Supervisory Board of trivago, N.V.
Alan R. Pickerill has served as a top sellerExpedia Group’s Executive Vice President, Chief Financial Officer and Treasurer since September 2017 and has been with every major cruise line and is consistently ranked as a top-rated franchise organization year after year.
SilverRail Technologies, Inc. SilverRail technology is built for rail, uniting the ecosystem of rail carriers and travel distributors around the world’s most comprehensive rail search and booking platform. The product suite spans the full customer experience: journey planning, booking, payment, ticketing, scheduling, pricing and inventory management,Company since 2008. Mr. Pickerill oversees Expedia Group’s accounting, financial reporting and administration. SilverRail'sanalysis, investor relations, treasury, internal audit, tax and global real estate teams. Previously, he served as Expedia Group’s Senior Vice President of Investor Relations and Treasurer. Mr. Pickerill began his career as an accountant for seven years at Deloitte and Touche before working at a variety of publicly traded technology platform, SilverCore, is the world’s first unified platform for global rail distribution, connecting carriers and suppliers to both online and offline travel distributors.
Growth Strategy
Global Expansion. Our Brand Expedia, Hotels.com, Egencia, and Expedia Partner Solutions brands operate both domestically and through international pointsinternet companies, including serving as CFO of sale, including in Europe, Asia Pacific, Canada and Latin America. In addition, ebookers offers multi-product online travel reservations in Europe and Wotif.com, Wotif.co.nz, lastminute.com.au, lastminute.co.nz and travel.com.au are focused principally on the Australia and New Zealand markets. The HomeAway portfolio has 55 vacation rental websites all around the world. We ownINTERLINQ Software Corporation, a majority share of trivago, a leading metasearch company. Officially launched in 2005, trivago is one of the best known travel brands in Europe and North America. In December 2016, trivago successfully completed its initial public offering and trades on the Nasdaq Global Select Market under the symbol "TRVG." In addition, we have commercial agreements in place with Ctrip and eLong in China, Traveloka in Southeast Asia,publicly-traded technology provider, as well as Despegarroles at Microsoft and Getty Images. Mr. Pickerill was licensed as a certified public accountant in Latin America, among many others. In conjunction withWashington in 1991. Mr. Pickerill holds a B.A. degree in Business and Accounting from the commercial arrangements with Traveloka and Despegar, we have also made strategic investments in both companies. In 2018, approximately 38%University of our worldwide gross bookings and 45%Washington’s Michael G. Foster School of worldwide revenue were through international points of sale compared to just 21% for both worldwide gross bookings and revenue in 2005. We have a goal of generating more than two-thirds of our revenue through businesses and points of sale outside of the United States.Business.
In expanding our global reach, we leverage significant investments in technology, operations, brand building, supplier relationships and other initiatives that we have made since the launch of Expedia.com in 1996. More recently, we have invested in migrating parts of our technology platform to the cloud,Lance A. Soliday has served as well as focused on expanding our lodging supply in key focus markets around the world. Our scale of operations enhances the value of technology innovations we introduce on behalf of our travelers and suppliers. We believe that our size and scale afford the company the ability to negotiate competitive rates with our supply partners, provide breadth of choice and travel deals to our traveling customers through an expanding supply portfolio and create opportunities for new value added offers for our customers such as our loyalty programs. The size of Expedia Group’s worldwide traveler base makes our websites an increasingly appealing channel for travel suppliersSenior Vice President, Chief Accounting Officer and Controller since February 2017, and as Vice President, Chief Accounting Officer and Controller from September 2011 until February 2017 and, prior to reach customers. In addition,that, as Senior Director, Financial Reporting since February 2009. Mr. Soliday has previously served as the sheer size of our user baseCompany’s Director, Financial Reporting since December 2006 and search query volume allows usDirector, Accounting Research since joining the Company in May 2006. Prior to test new technologies very quickly to determine which innovations are most likely to improve the travel research and booking process, and then roll those features out to our worldwide audience to drive improvements in conversion.
Product Innovation. Each of our leading brands was a pioneer in online travel and has been responsible for driving key innovationsjoining Expedia Group, Mr. Soliday held various roles in the space for more than two decades. Each Expedia Group technology platform is operated by a dedicated technology team, which drives innovations that make researchingfinance departments of Amazon.com and shopping for travel increasingly easierMicrosoft Corporation. Previously, Mr. Soliday was an accountant with Deloitte & Touche LLP. Mr. Soliday received his bachelor’s degree from Central Washington University and helps customers find and book the best possible travel options. We have made key investments in technology, including significant development of our technical platforms, that make it possible for us to deliver innovations at a faster pace. Improvements in our global platforms for Hotels.com and Brand Expedia continue to enable us to significantly increase the innovation cycle, thereby improving conversion and driving faster growth rates for those brands. Since 2014, we have acquired Travelocity, Wotif Group and Orbitz Worldwide, including Orbitz, CheapTickets and ebookers, and migrated their brands to the Brand Expedia technology platform. In addition, Orbitz for Business customers were migrated to the Egencia technology platform in 2016. In 2015, we acquired HomeAway, Inc., including all of its brands. We intend to continue leveraging these technology investments when launching additional points of sale in new countries, introducing new website features, adding supplier products and services including new business model offerings, as well as proprietary and user-generated content for travelers.
Channel Expansion. Technological innovations and developments continue to create new opportunities for travel bookings. In the past few years, each of our brands made significant progress creating new mobile websites and mobile applications that are receiving strong reviews and solid download trends, and many of our brands now see more traffic via mobile devices than via traditional PCs. Mobile bookings continue to present an opportunity for incremental growth as they are often completed with a much shorter booking window than we historically experienced via more traditional online booking methods. Additionally, our brands are implementing new technologies like voice-based search, chatbots and messaging apps as mobile-based options for travelers. In addition, we are seeing significant cross-device usage among our customers, who connect to our websites and apps across multiple devices and platforms throughout their travel planning process. We also believe mobile represents an efficient marketing channel given the opportunity for direct traffic acquisition, increase in share of wallet and in repeat customers, particularly through mobile applications. During 2018, more than one in three Expedia Group transactions globally were booked on a mobile device.
Business Models
We make travel products and services available both on a stand-alone and package basis, primarily through the following business models: the merchant model, the agency model and the advertising model. In addition, our HomeAway business facilitates vacation rental bookings, earning per transaction commissions, traveler service fees or a combination, and provides subscription-based and other ancillary services to property owners and managers.
Under the merchant model, we facilitate the booking of hotel rooms, alternative accommodations, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings. The majority of our merchant transactions relate to hotel bookings. Under the agency model, we facilitate travel bookings and act as the agent in the transaction, passing reservations booked by the traveler to the relevant travel provider. We receive commissions or ticketing fees from the travel supplier and/or traveler.
We continue to see closer integration of the agency hotel product with our core merchant product through our Expedia Traveler Preference (ETP) program by offering, for participating hotels, customers the choice of whether to pay Expedia Group in advance under our merchant contract (Expedia Collect) or pay at the hotel at the time of the stay (Hotel Collect). Growth in our ETP contracts has generally resulted in reduced negotiated economics to compensate for hotel supply partners absorbing expenses such as credit card fees and customer service costs, and as we continue to expand the breadth and depth of our global hotel offering, we have made adjustments to our economics in various geographies including changes based on local market conditions. Based on these dynamics, we expect our revenue per room night to remain under pressure in the future.
Through various of our Expedia Group-branded and other multi-product websites, travelers can dynamically assemble multiple component travel packages for a specified period at a lower price as compared to booking each component separately. Packages assembled by travelers through the packaging model on these websites primarily include a merchant hotel component and an air or car component. Travelers typically select packages based on the total package price, without being provided component pricing, and we have started to introduce a "shopping cart" style feature that incorporates an overall package discount after a traveler selects multiple products. The use of the merchant travel components in packages enables us to make certain travel products available at prices lower than those charged on an individual component basis by travel suppliers without impacting their other pricing models. In addition, we also offer third-party pre-assembled package offerings, primarily through our international points of sale, further broadening our scope of products and services to travelers. We expect the package product to continue to be marketed primarily using the merchant model.
Under the advertising model, we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on trivago and our transaction-based websites.
Relationships with Travel Partners
Overview. We make travel products and services available from a variety of hotel companies, large and small commercial airlines, car rental companies, cruise lines, destination service providers, HomeAway property owners and managers and other travel partners. We seek to build and maintain long-term, strategic relationships with travel suppliers and global distribution system (“GDS”) partners. An important component of the success of our business depends on our ability to maintain our existing, as well as build new, relationships with travel suppliers and GDS partners.
Travel Suppliers. We strive to deliver value to our travel supply partners through a wide range of innovative, targeted merchandising and promotional strategies designed to generate consumer demand and increase their revenue, while simultaneously reducing their overall marketing transaction and customer service costs. Our strategic account managers and local hotel market managers work directly with travel suppliers to optimize the exposure of their travel products and brands through our points of sale, including participation in need-based, seasonal and event-driven promotions and experimentation within the new channels we are building.
We developed proprietary technology to assist hotel suppliers in managing, pricing and marketing their supply. Our “direct connect” technology allows hotels to upload information about available products and services and rates directly from their central reservation systems and to automatically confirm hotel reservations made by our travelers. Proprietary marketing tools assist hotels in tailoring demand to their requirements and our revenue management product provides pricing insight based on Expedia Group data and analytics. Our suite of white label website offerings power hotel, package and meeting space booking on suppliers' own websites.
In addition, HomeAway’s vacation rental listing services includes a set of tools for property owners or managers, which enables them to manage an availability calendar, reservations, inquiries and the content of the listing, as well as provide various other services for property owners or managers to manage reservations or drive incremental sales volume.
Distribution Partners. GDSs, also referred to as computer reservation services, provide a centralized, comprehensive repository of travel suppliers’ ‘content’ — such as availability and pricing of seats on various airline point-to-point flights, or ‘segments.’ The GDSs act as intermediaries between the travel suppliers and travel agencies, allowing agents to reserve and book flights, rooms or other travel products. Our relationships with GDSs primarily relate to our air business. We use Sabre, Amadeus and Travelport as our GDS segment providers in order to ensure the widest possible supply of content for our travelers.
Marketing and Promotions
Our marketing programs are intended to build and maintain the value of our various brands, drive traffic and ultimately bookings through our various brands and businesses, optimize ongoing traveler acquisition costs and strategically position our brands in relation to one another. Our long-term success and profitability depends on our continued ability to maintain and increase the overall number of traveler transactions flowing through our brand and shared global platforms in a cost-effective manner, as well as our ability to attract repeat customers to our websites.
Our marketing channels primarily include online advertising, including search engine marketing and optimization as well as metasearch, social media websites, offline advertising, loyalty programs, mobile apps and direct and/or personalized traveler communications on our websites as well as through direct e-mail communication with our travelers. Our marketing programs and initiatives include promotional offers such as coupons as well as seasonal or periodic special offers from our travel suppliers based on our supplier relationships. Our traveler loyalty programs include Hotels.com Rewards on Hotels.com global websites and Expedia®Rewards on over 30 Brand Expedia points of sale, as well as Orbitz Rewards on Orbitz.com. The cost of these loyalty programs is recorded as a reduction of revenue in our consolidated financial statements.
We also make use of affiliate marketing. The Brand Expedia, Hotels.com, Hotwire, Travelocity, Orbitz, CheapTickets, HomeAway, Wotif and lastminute.com.au branded websites receive bookings from consumers who have clicked-through to the respective websites through links posted on affiliate partner websites. Affiliate partners can also make travel products and services available on their own websites through a Brand Expedia, Hotels.com or HomeAway co-branded offering or a private label website. Our Expedia Partner Solutions business provides our affiliates with technology and access to a wide range of products and services. We manage agreements with thousands of third-party affiliate partners, including a number of leading travel companies, pursuant to which we pay a commission for bookings originated from their websites.
Operations and Technology
We operate several technology platforms that support our brands. The Brand Expedia technology platform supports our full-service and multi-product brands, including Brand Expedia, Orbitz, Travelocity, Wotif Group, CheapTickets, ebookers and Expedia Local Expert, as well as certain parts of the Hotwire brand. The Hotels.com technology platform supports our hotel-only offering, including Hotels.com and Expedia Partner Solutions. In addition, we operate Egencia, our corporate travel platform; HomeAway, our alternative accommodations platform; and trivago, the metasearch platform.
All of our transaction-based brands share and benefit from our eCommerce platform infrastructure, including customer support, data centers and transaction processing capabilities.
We provide 24-hour-a-day, seven-day-a-week traveler sales and support by telephone or via e-mail. For purposes of operational flexibility, we use a combination of outsourced and in-house call centers. Our call centers are located throughout the world, including outsourced operations in the Philippines, El Salvador, Egypt and India. We invested significantly in our call center technologies, with the goal of improving customer experience and increasing the efficiency of our call center agents, and have plans to continue reaping the benefits of these investments going forward.
Our systems infrastructure and web and database servers are housed in various locations, mainly in the United States, which have 24-hour monitoring and engineering support. These data centers have their own generators and multiple back-up systems. Significant amounts of our owned computer hardware for operating the websites are located at these facilities. Additionally, we are in the midst of a multi-year project to migrate products, data storage and functionality and significantly increase our utilization of public cloud computing services, such as Amazon Web Services. For some critical systems, we have both production and disaster-recovery facilities. Our technology systems are subject to certain risks, which are described below in Part I, Item 1A — Risk Factors.
Competition
Our brands compete in rapidly evolving and intensely competitive markets. We believe international markets represent especially large opportunities for Expedia Group and those of our competitors that wish to expand their brands and businesses abroad to achieve global scale. We also believe that Expedia Group is one of only a few companies that are focused on building a truly global, travel marketplace.
Our competition, which is strong and increasing, includes online and offline travel companies that target leisure and corporate travelers, including travel agencies, tour operators, travel supplier direct websites and their call centers, consolidators and wholesalers of travel products and services, large online portals and search websites, certain travel metasearch websites, mobile travel applications, social media websites, as well as traditional consumer eCommerce and group buying websites. We face these competitors in local, regional, national and/or international markets. In some cases, competitors are offering more favorable terms and improved interfaces to suppliers and travelers which make competition increasingly difficult. We also face competition for customer traffic on internet search engines and metasearch websites, which impacts our customer acquisition and marketing costs.
We believe that maintaining and enhancing our brands is a critical component of our effort to compete. We differentiate our brands from our competitors primarily based on the multiple channels we use to generate demand, quality and breadth of travel products, channel features and usability, price or promotional offers, traveler service and quality of travel planning content and advice as well as offline brand efforts. The emphasis on one or more of these factors varies, depending on the brand or business and the related target demographic. Our brands face increasing competition from travel supplier direct websites. In some cases, supplier direct channels offer advantages to travelers, such as long standing loyalty programs, complimentary services such as Wi-Fi, and better pricing. Our websites feature travel products and services from numerous travel suppliers, and allow travelers to combine products and services from multiple providers in one transaction. We face competition from airlines, hotels, alternative accommodation websites, rental car companies, cruise operators and other travel service providers, whether working individually or collectively, some of which are suppliers to our websites. Our business is generally sensitive to changes in the competitive landscape, including the emergence of new competitors or business models, and supplier consolidation.certified public accountant.
Intellectual Property Rights
Our intellectual property rights, including our patents, trademarks, copyright, domain names, trade dress, proprietary technology, and trade secrets, are an important component of our business. For example, we rely heavily upon our intellectual property and proprietary information in our content, brands, domain names and website URLs, software code, proprietary technology, ratings indexes, informational databases, images, graphics and other components that make up our services. We have acquired some of our intellectual property rights and proprietary information through acquisitions, as well as licenses and content agreements with third parties.
We protect our intellectual property and proprietary information through registration and by relying on our terms of use, confidentiality procedures and contractual provisions, as well as international, national, state and common law rights. In addition, we enter into confidentiality and invention assignment agreements with employees and contractors, and license and confidentiality agreements with other third parties. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our trade secrets or our intellectual property and proprietary information without authorization which, if discovered, might require the uncertainty of legal action to correct. In addition, there can be no assurance that others will not independently and lawfully develop substantially similar properties.
We maintain our trademark portfolio by filing trademark applications with national trademark offices, maintaining appropriate registrations, securing contractual trademark rights when appropriate, and relying on common law trademark rights when appropriate. We also register copyrights and domain names as we deem appropriate. We protect our trademarks, copyrights and domain names with an enforcement program and use of intellectual property licenses. Trademark and intellectual property protection may not be available or may not be sought, sufficient or effective in every jurisdiction where we operate. Contractual disputes or limitations may affect the use of trademarks and domain names governed by private contract.
We have considered, and will continue to consider, the appropriateness of filing for patents to protect inventions, as circumstances may warrant. However, patents protect only specific inventions and there can be no assurance that others may not create new products or methods that achieve similar results without infringing upon patents owned by us. We also protect some inventions and methods by maintaining them as trade secrets, either because it provides superior and potentially longer-termed protection, or because the invention is not patentable but provides us with a competitive advantage.
In connection with our copyrightable content, we post and institute procedures under the Digital Millennium Copyright Act and similar Host Privilege statutes worldwide to gain immunity from copyright liability for photographs, text and other
content uploaded by users. However, differences between statutes, limitations on immunity, and moderation efforts may affect our ability to claim immunity.
From time to time, we may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement or infringement by us of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Any such litigation, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could materially harm our business.
Regulation
We must comply with laws and regulations relating to the travel industry, the vacation rental industry and the provision of travel services, including registration in various states as “sellers of travel” and compliance with certain disclosure requirements and participation in state restitution funds In addition, our businesses are subject to regulation by the U.S. Department of Transportation and must comply with various rules and regulations governing the provision of air transportation, including those relating to advertising and accessibility.
As we continue to expand the reach of our brands into the European, Asia-Pacific and other international markets, we are increasingly subject to laws and regulations applicable to travel agents or tour operators in those markets, including, in some countries, pricing display requirements, licensing and registration requirements, mandatory bonding and travel indemnity fund contributions, industry specific value-added tax regimes and laws regulating the provision of travel packages. For example, the European Economic Community Council Directive on Package Travel, Package Holidays and Package Tours imposes various obligations upon marketers of travel packages, such as disclosure obligations to consumers and liability to consumers for improper performance of the package, including supplier failure.
We are also subject to consumer protection, privacy and consumer data, labor, economic and trade sanction programs, tax, and anti-trust and competition laws and regulations around the world that are not specific to the travel industry. For example, the European Union adopted a new regulation in May 2018 called the General Data Protection Regulation (“GDPR”). The GDPR requires companies, including ours, to meet enhanced requirements regarding the handling of personal data. Similar laws are currently under discussion in other jurisdictions. In addition, certain laws and regulations have not historically been applied in the context of online travel companies, so there can be uncertainty regarding how these requirements relate to our business.
Additional InformationSection 16(a) Beneficial Ownership Reporting Compliance
Company Website and Public Filings. We maintain a corporate website at www.expediagroup.com. Except as explicitly noted, the information on our website, as well as the websites of our various brands and businesses, is not incorporated by reference in this Annual Report on Form 10-K, or in any other filings with, or in any information furnished or submittedPursuant to the SEC. We make available, free of charge through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Sections 13(a) or Section 15(d)16(a) of the Securities Exchange Act of 1934, as amended as soon as reasonably practicable after(the “Exchange Act”), Expedia Group officers and directors and persons who beneficially own more than 10% of a registered class of Expedia Group’s equity securities are required to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) with the SEC. Such persons are required by the rules of the SEC to furnish Expedia Group with copies of all such forms they have been electronically filed with, orfile. Based solely on a review of the copies of such forms furnished to the SEC. In addition,Company and/or written representations that no additional forms were required, we believe that all of the SEC’s website, www.sec.gov, contains reports, proxyCompany’s directors, officers and information statements,10% beneficial holders complied with all of the reporting requirements applicable to them with respect to transactions during 2018, except that a Form 4 was filed on an untimely basis for each of the following transactions: (1) the share units accruing on June 30, 2018 to each of Messrs. Khosrowshahi and other information regarding issuers that file electronically withvon Furstenberg and Mses. Athey and Clinton under the SEC. The contentCompany’s Non-Employee Director Deferred Compensation Plan (the “Director Deferred Compensation Plan”); and (2) a restricted stock unit award granted to Mr. Kern on the SEC's website referred to above in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.August 17, 2018.
Code of Ethics.Ethics
We have adopted a Code of Business Conduct and Ethics for Directors and Senior Financial Officers (the “Code“Code of Ethics”Ethics”) that applies to our Chief Executive officer, Chief Financial Officer, Chief Accounting Officer and Controller, and is a “code of ethics” as defined by applicable rules of the SEC. The Code of Ethics is posted on our corporate website at www.expediagroup.com/Investors under the “Corporate Governance” tab. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer and Controller, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K filed with the SEC.
AsBoard Committees
The Board of December 31,Directors has the following standing committees: the Audit Committee, the Compensation Committee, the Section 16 Committee and the Executive Committee. The Audit, Compensation and Section 16 Committees operate under written charters adopted by the Board of Directors. These charters are available on the “Corporate Governance” page of the “Investors” section of the Company’s corporate website at www.expediagroup.com.
The following table sets forth the members of each standing committee. There were no changes to the membership of any standing committee during 2018, we employed approximately 24,500 full-timeother than, in connection with Mr. Kern’s appointment as Vice Chairman on June 20, 2018, the resignation of Mr. Kaufman from the Executive Committee, the appointment of Mr. Kern to the Executive Committee, the resignation of Mr. Kern from the Compensation Committee, the Section 16 Committee and part-time employees. We believe wethe Audit Committee, and the appointment of Ms. Clinton to the Compensation Committee and the Section 16 Committee.
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| | | | |
| Name | Audit Committee | Compensation Committee | Section 16 Committee | Executive Committee |
| Barry Diller | — | — | — | X |
| Peter M. Kern | — | — | — | X |
| Mark D. Okerstrom | — | — | — | X |
Susan C. Athey(1) | — | — | — | — |
A. George “Skip” Battle(1) | X (Chairman) | — | — | — |
| Courtnee A. Chun | — | — | — | — |
Chelsea Clinton(1) | — | X | X | — |
| Pamela L. Coe | — | X | — | — |
Jonathan L. Dolgen(1) | — | X (Co-Chair) | X (Co-Chair) | — |
Craig A. Jacobson(1) | X | X (Co-Chair) | X (Co-Chair) | — |
| Victor A. Kaufman | — | — | — | — |
| Dara Khosrowshahi | — | — | — | — |
Scott Rudin(1)(2) | — | — | — | — |
| Christopher W. Shean | — | — | — | — |
| Alexander von Furstenberg | — | — | — | — |
| |
| (2) | Resigned from the Board, effective March 19, 2019. |
The Board of Directors has determined that each of Mses. Athey and Clinton, and Messrs. Battle, Dolgen, Jacobson, Kern (through the date of his appointment as Vice Chairman) and Rudin (through the date of his resignation), is an “independent director” as defined by the Nasdaq listing rules. In making its independence determinations, the Board considered the applicable legal standards and any relevant transactions, relationships or arrangements, including consulting services provided by Ms. Athey to the Company for which she did not receive additional compensation, Ms. Clinton’s service as a member of IAC’s board of directors, legal services provided to a subsidiary of IAC by the law firm in which Mr. Jacobson is a partner, Mr. Kern’s membership of the Supervisory Board of trivago N.V., a majority-owned subsidiary of the Company, and Mr. Rudin’s business arrangements with Mr. Diller and subsidiaries of IAC, as well as his service as vice chair of a non-profit organization for which Mr. Diller is the chairman.
Audit Committee. The Audit Committee of the Board of Directors currently consists of two directors: Messrs. Battle and Jacobson. Mr. Battle is the Chairman of the Audit Committee. Mr. Kern served as a member of the Audit Committee through June 20, 2018 when he tendered his resignation from the Committee in connection with his appointment as Vice Chairman of the Company. On the same day, the Company received notice from Nasdaq confirming that the Company no longer complies with Nasdaq Marketplace Rule 5605(c)(2), which requires the Company to have good relationshipsan audit committee composed of at least three “independent directors” (as defined in Nasdaq Marketplace Rule 5605(a)(2)). The Company is actively seeking to fill the vacancy. In the meantime, the Company is relying on the cure period set forth in Section 5605(c)(4) of Nasdaq’s Marketplace Rules, which gives the Company until the earlier of its next annual meeting of stockholders or June 20, 2019 to satisfy Nasdaq’s audit committee composition requirements.
Each director who served as an Audit Committee member during 2018 satisfied the independence requirements for Audit Committee members under the standards imposed by the rules of the SEC and Nasdaq’s Marketplace Rules. The Board has determined that Mr. Battle is an “audit committee financial expert,” as such term is defined in the regulations promulgated under the Exchange Act.
The Audit Committee functions pursuant to a written charter adopted by the Board, pursuant to which the Audit Committee is granted the responsibilities and authority necessary to comply with our employees,Rule 10A-3 of the Exchange Act. The Audit Committee is appointed by the Board to assist the Board with a variety of matters discussed in detail in the Audit Committee charter, including relationshipsmonitoring (1) the integrity of the Company’s financial reporting process, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of Company’s internal audit function and the independent registered public accounting firm, and (4) the Company’s compliance with employees representedlegal and regulatory requirements.
Compensation Committee. With the exception of Ms. Coe, each director who served as a Compensation Committee member during 2018 satisfied the independence requirements for Compensation Committee members under the standards imposed by works councils or other similar organizations.the rules of the SEC and Nasdaq. No member of the Compensation Committee is an employee of Expedia Group. The Compensation Committee is responsible for (1) administering and overseeing the Company’s executive compensation program, including salary matters, bonus plans and stock compensation plans, and (2) approving all grants of equity awards,
Part I.but excluding matters governed by Rule 16b-3 under the Exchange Act (see section below titled “Section 16 Committee”). A description of the Company’s processes and procedures for the consideration and determination of executive compensation is included in the section below titled “Compensation Discussion and Analysis.”
Section 16 Committee. Each director who served as a Section 16 Committee member during 2018 was an “independent director” as defined by the Nasdaq listing rules and satisfied the definition of “non-employee director” for purposes of Section 16 of the Exchange Act. The Section 16 Committee is authorized to exercise all powers of the Board of Directors with respect to matters governed by Rule 16b-3 under the Exchange Act, including approving grants of equity awards to Expedia Group’s executive officers.
Compensation Consultant Independence. During 2018, management retained Compensia, Inc., a compensation consulting firm (“Compensia”), to conduct a review of Expedia Group’s compensation peer groups, and to compile data from proxy statements and other SEC filings of peer companies regarding compensation for certain executive officer positions and provided Compensia instruction and direction consistent therewith. Compensia also advised the Compensation Committee with regard to the long-term equity award granted to Mr. Kern in connection with his appointment to the Vice Chairman role. The Compensation Committee considered various factors bearing upon Compensia’s independence including, but not limited to, the amount of fees received by Compensia from Expedia Group as a percentage of Compensia’s total revenue, Compensia’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Compensia’s independence. After reviewing these and other factors, the Committee determined that Compensia was independent and that its engagement did not present any conflicts of interest.
Compensation Policies and Practices Risk Assessment. Consistent with SEC disclosure requirements, management has assessed compensation policies and practices for Company employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
Executive Committee. The Executive Committee has all the power and authority of the Board of Directors, except those powers specifically reserved to the Board by Delaware law.
See “Recent Developments” in Item 1A.13, “ Risk FactorsCertain Relationships and Related Person Transactions, and Director Independence” below for a description of the special committee of the Board of Directors formed in connection with the Proposed Liberty Expedia Transaction.
Item 11.Executive Compensation
Compensation Discussion and Analysis
Overview
2018 Named Executive Officers. This Compensation Discussion and Analysis describes Expedia Group’s executive compensation program as it relates to the following individuals who are “named executive officers” of Expedia Group for the fiscal year ended December 31, 2018: |
| |
| Name | Position With Expedia Group, Inc. |
| Barry Diller | Chairman/Senior Executive |
| Peter M. Kern | Vice Chairman |
| Mark D. Okerstrom | President and Chief Executive Officer |
| Robert J. Dzielak | Chief Legal Officer and Secretary |
| Alan R. Pickerill | Executive Vice President, Chief Financial Officer and Treasurer |
Mr. Kern was appointed Vice Chairman of Expedia Group on June 20, 2018, succeeding Mr. Kaufman who continues to serve on our Board of Directors. Upon his appointment, Mr. Kern resigned as a member of the Company’s Audit, Compensation and Section 16 Committees, but remained as a member of the Board of Directors and was appointed to the Executive Committee of the Board of Directors. Prior to his appointment as Vice Chairman, Mr. Kern received standard Expedia Group non-employee director compensation as described in the section below titled “Compensation of Directors,” but ceased to receive such compensation upon his appointment as Vice Chairman. On August 17, 2018, Mr. Kern received an initial long-term equity award in connection with his appointment as Vice Chairman, which is described in the section below titled “Other 2018 Compensation Approvals-Initial Kern Equity Award.” Mr. Kern does not receive salary or cash bonus compensation for his service as an Expedia Group executive.
Compensation Program Philosophy and Objectives
Expedia Group’s executive compensation program is designed to attract, motivate, retain and reward highly skilled executives with the business experience and acumen that we believe are necessary for achievement of Expedia Group’s long-term business objectives. We support a pay for performance culture where employees are rewarded for individual, business and overall company success. The executive compensation program is designed to reward short- and long-term performance and to align the financial interests of executive officers with the interests of our stockholders. To that end, we believe that compensation packages provided to executive officers should carefully considergenerally include both annual cash (including performance-based bonus opportunities) and a significant longer term equity-based component. We evaluate both performance and compensation levels to ensure that:
Expedia Group maintains its ability to attract and retain outstanding employees in executive positions;
the compensation provided to Expedia Group’s executives remains competitive with the compensation paid to similarly situated executives at comparable companies; and
Expedia Group’s compensation programs are applied in an internally consistent manner and fall within pre-established cash and equity compensation budgets.
Roles of the Compensation Committee and Section 16 Committee
Expedia Group has a Compensation Committee and a Section 16 Committee that together have primary responsibility for establishing the compensation of Expedia Group’s named executive officers.
The Compensation Committee is responsible for (i) administering and overseeing Expedia Group’s executive compensation program, including salary matters, bonus plans and equity compensation plans, and (ii) approving all grants of equity awards, but excluding matters governed by Rule 16b-3 under the Exchange Act.
The Section 16 Committee is responsible for administering and overseeing matters governed by Rule 16b-3 under the Exchange Act, including approving grants of equity awards to executive officers.
The Compensation Committee is appointed by the Board of Directors and, with the exception of Ms. Coe, each member satisfies the independence requirements for Compensation Committee members under the current standards imposed by the rules of the SEC and Nasdaq. The Section 16 Committee is also appointed by the Board of Directors and consists entirely of directors who are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. For the purposes of this Compensation Discussion and Analysis, we refer to the Compensation Committee and Section 16 Committee collectively as the “Compensation Committees.”
Ms. Clinton was appointed to the Compensation Committees on June 20, 2018, replacing Mr. Kern. The Compensation Committee currently consists of Ms. Clinton, Ms. Coe, Mr. Dolgen, and Mr. Jacobson, and the Section 16 Committee currently consists of Ms. Clinton, Mr. Dolgen, and Mr. Jacobson. Mr. Dolgen and Mr. Jacobson are Co-chairmen of the Compensation Committees.
Role of Executive Officers
Expedia Group management participates in reviewing and refining Expedia Group’s executive compensation program. Mr. Diller and Mr. Okerstrom meet with the Compensation Committees at least annually to discuss their views on corporate performance, individual executive officer performance, and compensation packages for the executive team. Mr. Okerstrom reviews with the Compensation Committees the performance of Expedia Group and each named executive officer, other than himself and Messrs. Diller and Kern, and makes recommendations with respect to the appropriate base salary, annual cash bonus and grants of long-term equity incentive awards. Mr. Diller meets separately with the Compensation Committees to discuss his, Mr. Kern’s and Mr. Okerstrom’s performance, and to recommend an appropriate compensation package for Messrs. Kern and Okerstrom. The Compensation Committees then discuss each recommendation, with each of Messrs. Diller and Okerstrom absent when his respective compensation is discussed. After considering these recommendations and other considerations discussed below, the following risksCompensation Committees determine the annual compensation package for each executive officer.
Role of Compensation Consultants
In connection with the Company’s annual compensation review meetings in each of 2018 and uncertainties associated with our company and the ownership of our securities. If any2019, management retained Compensia, Inc., an independent compensation consulting firm, to conduct an independent review of the following risks occur, our business and/or financial performance could be materially adversely affected. Additional risksprior year’s compensation peer group for positions held by executive officers and uncertainties not presently known to us or that we currently deem immaterial maycompile data from proxy statements and other SEC filings of peer companies regarding compensation for executive officer positions, where available. Compensia also impair our business and/or financial performance.advised the Compensation Committees with regard to certain performance-based, long-term equity awards granted to Messrs. Okerstrom,
Industry and Operational Risks
We operate in an increasingly competitive global environment.
The market for the services we offer is increasingly and intensely competitive. We compete with both established and emerging online and traditional providers of travel-related services, including:
Online and traditional travel agencies, wholesalers and tour operators;
Travel product suppliers, including hotels, airlines and car rental companies;
Search engines and large online portal websites;
Travel metasearch websites;
Corporate travel management service providers;
Mobile platform travel applications;
Social media websites;
eCommerce and group buying websites;
Alternative accommodation websites; and
Other participants in the travel industry.
OnlineDzielak and traditional travel agencies: We face increasing competition from other online travel agencies (“OTAs”)Pickerill in many regions, such as Booking Holdings and its subsidiaries Booking.com and Agoda.com,connection with the Company’s 2018 annual compensation review, as well as regional competitorsthe initial restricted stock unit award granted to Mr. Kern in August 2018, which are discussed below in the section titled “Compensation Program Elements-Equity Compensation.”
Expedia Group also regularly uses non-customized survey or other data from a number of compensation consulting firms. A more detailed description of the compensation peer group review and use of survey and other data provided by compensation consultants is included below in the section titled “Role of Peer Groups, Surveys and Benchmarking.”
Role of Stockholder Say-on-Pay Votes
Expedia Group provides its stockholders with the opportunity to cast a triennial advisory vote on executive compensation (“say-on-pay”), which reflects the preference expressed by our stockholders in 2017 with respect to the frequency of the say-on-pay vote (“say-on-frequency”). At Expedia Group’s annual meeting of stockholders held in June 2017, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committees believe that the vote reflected stockholder support of Expedia Group’s approach to executive compensation, and, as such, did not make changes based on the 2017 vote. Stockholders will again have an opportunity to cast a say-on-pay vote at the Company’s 2020 annual meeting of stockholders. Expedia Group management continues to engage in dialogue with many of the Company’s largest stockholders, and the Compensation Committees will continue to consider stockholder feedback and the results of the Company’s say-on-pay votes when making future compensation decisions for the Company’s executive officers.
Role of Peer Groups, Surveys and Benchmarking
Management considers multiple data sources when reviewing compensation information to ensure that the data reflect compensation practices of relevant companies in terms of size, industry and geographic location. Among other factors, management considers the following information, when available, in connection with its recommendations to the Compensation Committees regarding compensation for executive officers:
Data from salary and equity compensation surveys that include companies of a similar size, based on market capitalization, revenues and other factors; and
Data regarding compensation for comparable executive officer positions from recent proxy statements and other SEC filings of peer companies, which include:
| |
| ◦ | direct industry competitors, |
| |
| ◦ | non-industry companies with which Expedia Group commonly competes for talent (including both regional and national competitors), and |
| |
| ◦ | data regarding compensation levels for all our employees. |
In light of his role as Ctrip, whichboth Chairman and Senior Executive of Expedia Group, a separate peer group comprised of executives in some cases may have more favorable offeringsbroadly comparable roles is considered with respect to Mr. Diller’s compensation.
When available, management considers competitive market compensation paid by other peer group companies, but does not attempt to maintain a certain target percentile within the peer group or otherwise rely solely on such data when making recommendations to the Compensation Committees regarding compensation for travelers or suppliers, including pricingexecutive officers. Management and supply breadth. the Compensation Committees strive to incorporate flexibility into the compensation programs and the assessment process to respond to and adjust for the evolving business environment and the value delivered by the executive officers.
In addition, we review each of our peer groups annually. For both 2018 and 2019, we engaged Compensia to conduct an initial review and make recommendations regarding peer group changes. In each case, the global OTA segment continuesCompensation Committees then considered any proposed changes prior to consolidate,approving the peer groups for the upcoming year.
2018 Peer Groups
In connection with certain competitors merging or forming strategic partnerships. We also compete with traditional travel agencies (operating both offlinethe Compensation Committees’ approval of executive officer base salary and online), wholesalersequity compensation during 2018, which is discussed below in the sections titled “Compensation Program Elements-Base Salary” and tour operators“Compensation Program Elements-Equity Compensation,” data regarding compensation for both travelers andcomparable executive officer positions at the acquisition and retention of supply.following peer companies were considered:
Travel suppliers: Executive Officer Peer Group (other than Chairman/Senior Executive)Travel suppliers may offer products:
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| | |
| Activision Blizzard, Inc. | | Marriott International Inc. |
| Booking Holdings, Inc. | | Netflix, Inc. |
| Adobe Systems Incorporated | | PayPal Holdings, Inc. |
| Alliance Data Systems Corporation | | salesforce.com, inc. |
| eBay, Inc. | | TripAdvisor, Inc. |
| Electronic Arts Inc. | | Vmware, Inc |
| First Data Corporation | | Wyndham Worldwide Corporation |
| Hilton Worldwide Holdings, Inc. | | Zillow Group, Inc. |
| Intuit Inc. | | |
Chairman/Senior Executive Peer Group:
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| | |
| Booking Holdings, Inc. | | Marriott International, Inc. |
| Charles Schwab | | News Corporation |
| DISH Network Corporation | | Twitter, Inc. |
| Host Hotels & Resorts, Inc. | | Starbucks Corporation |
| Hyatt Hotels Corporation | | Zillow Group, Inc. |
2019 Peer Groups
In connection with the Compensation Committee’s approval of executive officer cash bonuses for 2018, which were approved in the first quarter of 2019 and services on more favorableare discussed below in the section titled “Compensation Program Elements-Cash Bonuses,” the Compensation Committee considered data from the same peer groups other than the following changes the removal of Wyndham Worldwide Corporation, Adobe Systems Incorporated and Netflix, Inc. from the executive officer peer group as they no longer represented suitable comparisons in terms to consumers who transact directly with them. Many of these competitors, such as hotels, airlinessize, in the cases of Adobe and rental car companies, have been steadily focusing on increasing online demand on their own websites and mobile applications in lieu of third-party distributors such as the various Expedia Group sites. For instance, several large hotel chains have combined to establish a single online hotel search platform with links directlyNetflix due to their own websitesgrowth, and, mobile applications, some low-cost airlines, which are having increasing success in the marketplace, distribute their online supply exclusively through their own websites, and some airlines have attempted to apply or may apply surcharges for bookings made outside their own websites. In recent years, certain hotel chains have launched advertising campaigns expressly designed to drive consumer traffic directly to their websites. Suppliers who sell on their own websites, in some instances, offer advantages such as favorable rates, increased or exclusive product availability, complimentary Wi-Fi, and their own bonus miles or loyalty points, or in the case of airlines promote hotel supply at their websites, which could make their offerings more attractiveWyndham, due to consumers than ours. Consolidationa recent corporate restructuring.
Compensation Program Elements
General
The primary elements of travel suppliers may tend to exacerbate such negative effects on our businesses.
Search enginesthe executive compensation program are base salary, cash bonus, equity compensation and, large online portal websites: We also face increasing competition from search engines, including Google. To the extent that leading or dominant search engines that have a significant presence in our key market use their leading or dominant positions to disintermediate online travel agencies or travel content providers by offering comprehensive travel planning, shopping or booking capabilities, or increasingly refer those leads directly to suppliers or other favored partners, increase the cost of traffic directed to our websites, or offer the ability to transact on their own website, there could be a material adverse impact on our business and financial performance. In recent years search engines have increased their focus on acquiring or launching travel products that provide increasingly comprehensive travel planning content and direct booking capabilities, comparable to OTAs. For example, Google has continued to add features and functionality to its flight and hotel metasearch products (“Google Flights” and “Hotel Ads”), which are growing rapidly, and has also further integrated its “Book on Google” reservation functionality into the Hotel Ads product. In addition, these search engines continue to expand their voice and artificial intelligence capabilities. To the extent these actions have a negative effect on our search traffic or the cost of acquiring such traffic, our business and financial performance could be adversely affected.
In addition, our brands, or brands in which we hold a significant ownership position, including trivago, compete for advertising revenue with these search engines, as well as with large internet portal sites that offer advertising opportunities for travel-related companies. Several of these competitors have significantly greater financial, technical, marketingcertain instances, perquisites and other resourcesbenefits. The Compensation Committees review these elements in the first quarter of each year in light of Company and larger client bases than we do. We expect to face additional competition as other established and emerging companies enter the online advertising market. Competition could result in higher traffic acquisition costs, reduced margins on our advertising services, loss of market share, reduced customer traffic to our websites and reduced advertising by travel companies on our websites.
Travel metasearch websites: Travel metasearch websites, including Kayak.com (a subsidiary of Booking Holdings), trivago (a majority-owned subsidiary of Expedia Group), TripAdvisor, Skyscanner and Qunar (both are subsidiaries of Ctrip), aggregate travel search results for a specific itinerary across supplier, travel agentindividual performance, recommendations from management and other websites. In addition, some metasearch websites have added or intend to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our brands. To the extent metasearch websites limit our participation within their search results, or consumers utilize a metasearch website for travel servicesrelevant information, including prior compensation history and bookings instead of ours, our traffic-generating arrangements could be affected in a negative manner, or we may be required to increase our marketing costs to maintain market share, either of which could have an adverse effect on our business and results of operations. In addition, as a result of our majority ownership interest in trivago, we also now compete more directly with other metasearch engines and content aggregators for advertising revenue. To the extent that trivago’s ability to aggregate travel search results for a specific itinerary across supplier, travel agent and other websites is hampered, whether due to its affiliation with us or otherwise, or if OTA advertisers or suppliers choose to limit their participation in trivago’s metasearch marketplace, trivago’s business and therefore our results of operations could be adversely affectedoutstanding long-term compensation arrangements. Management and the value of our investment in trivago could be negatively impacted.
Corporate travel management service providers: Egencia, our full-service corporate travel management company, competes with online and traditional corporate travel providers, including Carlson Wagonlit and American Express Global Business Travel (GBT), as well as vendors of corporate travel and expense management software and services, including Concur. Some of these competitors may have more financial resources, greater name recognition, well-established client bases, differentiated business models or a broader global presence, which may make it difficult for us to retain or attract new corporate travel clients.
Mobile and other platform travel applications: The demand for and functionality of smartphones, tablet computers and home assistants continue to grow and improve significantly. If weCompensation Committees believe that there are unable to offer innovative, user-friendly, feature-rich mobile applications and mobile-responsive websites for our travel services, along with effective marketing and advertising, or if our mobile applications and mobile-responsive websites are not used by consumers, we could lose market share to existing competitors or new entrants and our future growth and results of operations could be adversely affected.
Social media websites: Social media websites, including Facebook, continue to develop search functionality for data included within their websites and mobile applications, which may in the future develop into an alternative research and booking resource for travelers, resulting in additional competition.
eCommerce and group buying websites: Traditional consumer eCommerce platforms, including Amazon and Alibaba, and group buying websites have periodically undertaken efforts to expand their local offerings into the travel market. For example, traditional consumer eCommerce and group buying websites may add hotel offers or other travel services to their sites. To the extent our travelers uses these websites, these websites may create additional competition and could negatively affect our businesses.
Alternative accommodations: Airbnb, Booking Holdings and other providers of alternative accommodations that facilitate the short-term rental of homes and apartments from owners both provide an alternative to hotel rooms and compete with alternative accommodation properties available through Expedia Group brands, including HomeAway and VRBO. The continued growth of alternative accommodation sources could affect overall travel patterns generally and the demand for our services specifically in facilitating reservations at hotels and alternative accommodations. Furthermore, Airbnb and similar websites have added other travel services, such as tours, activities, hotel and flight bookings, any of which could further extend their reach into the travel market as they seek to compete with the traditional OTAs.
Other participants in the travel industry: Other participants or existing competitors may begin to offer or expand other services to the travel industry that compete with the services we offer to our travelers, our travel industry affiliates and partners, or our corporate clients. For example, ride-sharing apps increasingly compete with traditional car rental services and travel services continue to proliferate. To the extent any of these services gain market share over time, it may create additional competition and could negatively affect our businesses.
We cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or on platforms that may emerge, or provide differentiated products and services to our traveler base. Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing
technologies, such as metasearch and other search engine technologies, may force us to make changes to our business models, which could affect our financial performance and liquidity.
In general, increased competition has resulted in and may continue to result in reduced margins, as well as loss of travelers, transactions and brand recognition.
The industry in which we operate is dynamic.
We continue to adapt our business to remain competitive, including investing in evolving channels, such as metasearch and mobile, as well as voice search capabilities and offering new consumer choices, including inventory types and transactional models, and increasing supplier inventory on our existing platforms. If we fail to appropriately adapt to competitive or consumer preference developments, our business could be adversely affected. Our attempts to adapt our current business models or practices or adopt new business models and practices in order to compete may involve significant risks and uncertainties, including distraction of management from current operations, expenses associated with the initiatives, different legal or tax requirements, inadequate return on investments, difficulties and expenses associated with the integration of acquired brands and their inventory onto our platforms, as well as limiting our ability to develop new site features. In addition, adaptations to our business may require significant investments, including changes to our financial systems and processes, which could significantly increase our costs and increase the risk of payment delays and/or non-payments of amounts owed to us from our supplier partners and customers. In addition, these new initiatives may not be successful and may harm our financial condition and operating results.
Our business could be negatively affected by changes in search engine algorithms and dynamics or other traffic-generating arrangements.
We rely heavily on internet search engines such as Google, principally through the purchase of travel-related keywords, to generate a significant portion of the traffic to our websites and the websites of our affiliates. Search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our websites and those of our affiliates can be negatively affected. In addition, a significant amount of traffic is directed to our websites and those of our affiliates through participation in pay-per-click and display advertising campaigns on search engines, including Google, and travel metasearch websites, including Kayak, TripAdvisor and trivago. Pricing and operating dynamics for these traffic sources can change rapidly, both technically and competitively. Moreover, a search or metasearch engine could, for competitive or other purposes, adopt emerging technologies such as voice, alter its search algorithms or results which could cause a website to place lower in search query results or inhibit participation in the search query results. If a major search engine changes its algorithms or results in a manner that negatively affects the search engine ranking, paid or unpaid, of our websites and the websites of our affiliates, or those of our third-party distribution partners, or if competitive dynamics impact the costs or effectiveness of search engine optimization, search engine marketing or other traffic-generating arrangements in a negative manner, our business and financial performance would be adversely affected, potentially to a material extent. In addition, certain metasearch companies have added various forms of direct or assisted booking functionality to their sites. To the extent such functionality is promoted at the expense of traditional paid listings, this may reduce the amount of traffic to our websites or those of our affiliates.
Our business depends on our relationships with travel suppliers and travel distribution partners.
An important component of our business success depends on our ability to maintain and expand relationships with travel suppliers (including owners and managers of alternative accommodation properties) and GDS partners. A substantial portion of our revenue is derived from compensation negotiated with travel suppliers, in particular hotel suppliers, airlines and GDS partners for bookings made through our websites. Each year we typically negotiate or renegotiate numerous supplier contracts.
No assurances can be given that our compensation, access to inventory or access to inventory at competitive rates will not be further reduced or eliminated in the future, or that travel suppliers will not reduce the cost of their products or services (for example, average daily rates (“ADRs”) or ticket prices); attempt to implement costly direct connections; charge us for or otherwise restrict access to content; increase credit card fees or fees for other services; fail to provide us with accurate booking information or otherwise take actions that would increase our operating expenses. Any of these actions, or other similar actions, could reduce our revenue and margins thereby adversely affecting our business and financial performance.
Declines or disruptions in the travel industry could adversely affect our business and financial performance.
Our business and financial performance are affected by the health of the worldwide travel industry. Travel expenditures are sensitive to personal and business-related discretionary spending levels and tend to decline or grow more slowly during economic downturns. Decreased travel expenditures could reduce the demand for our services, thereby causing a reduction in revenue.
For example, during regional or global recessions domestic and global economic conditions can deteriorate rapidly, resulting in increased unemployment and a reduction in available budgets for both business and leisure travelers, which slow spending on the services we provide and have a negative impact on our revenue growth. Additionally, if individual countries or regions experience deteriorating credit and economic conditions and/or significant fluctuations of currency values relative to other currencies such as the U.S. dollar, it can lead to a negative impact on our foreign denominated net assets, gross bookings, revenues, operating expenses, and net income as expressed in U.S. dollars.
Further economic weakness and uncertainty may result in significantly decreased spending on our services by both business and leisure travelers, which may have a material adverse impact on our business and financial performance. Political instability, including the proposed United Kingdom withdrawal from the European Union ("Brexit"), bans on travel from certain countries to the United States, geopolitical conflicts, trade disputes, significant fluctuations in currency values, sovereign debt issues and macroeconomic concerns are examples of eventsmultiple, dynamic factors that contribute to success at an individual and business level and have therefore avoided adopting strict formulas and relied primarily on a somewhat uncertain economic environment, which could havediscretionary approach that allows the Compensation Committees to set executive compensation levels on a negative impactcase-by-case basis, taking into account all factors the Committees consider relevant.
Following recommendations from management, the Compensation Committees may adjust compensation for executive officers at other times during the year including when executives are hired or appointed, when there are significant changes in their responsibilities, in connection with their entry into new or extended employment agreements, or under other circumstances that the Compensation Committees consider appropriate.
Base Salary
Base salary represents the fixed portion of an executive officer’s compensation and is intended to provide compensation for expected day-to-day performance. An executive officer’s base salary is initially determined upon hire or promotion based on the travel industry inexecutive officer’s responsibilities, prior experience, individual compensation history and salary levels of other executives within Expedia Group and similarly situated executives at comparable companies. Mr. Kern does not receive a base salary from the future.Company.
Our businessBase salary is also sensitive to fluctuations in hotel supply, occupancy and ADRs, decreases in airline capacity, periodically rising airline ticket prices andtypically reviewed annually, at the imposition of taxes or surcharges by regulatory authorities, all of which we have experienced historically.
Other factors that could negatively affect our business include:
Significant changes in oil prices;
Continued air carrier and hotel chain consolidation;
Reduced access to discount airfares;
Travel-related strikes or labor unrest, bankruptcies or liquidations;
Increased incidents of actual or threatened terrorism;
Periods of political instability, geopolitical conflict or heightened local or regional crime activity, resulting in additional restrictions on travel or travelers becoming concerned about safety issues;
Uncertainties and effects of Brexit, including financial, legal, tax and trade implications;
Natural disasters or events such as severe weather conditions, volcanic eruptions, hurricanes or earthquakes;
Travel-related accidents or the grounding of aircraft due to safety concerns; and
Health-related risks, such as the Ebola, H1N1, MERS-CoV, SARs and avian flu outbreaks.
Such concerns could result in a protracted decrease in demand for our travel services. This decrease in demand, depending on its scope and duration, together with any future issues affecting travel safety, could significantly and adversely affect our business, working capital and financial performance over the short and long-term. In addition, the disruptiontime of the existing travel plansexecutive’s hire, promotion or expansion in responsibilities, or entry into a multi-year employment agreement, at which time management makes recommendations to the Compensation Committee based on consideration of a significant number of travelers upon the occurrence of certain events, such as severe weather conditions, actual or threatened terrorist activity or war, could result in the incurrence of significant additional costs and decrease our revenues leading to constrained liquidity if we, as we have done historically in the case of severe weather conditions, provide relief to affected travelers by refunding the price or fees associated with airline tickets, hotel reservations and other travel products and services.
We rely on the value of our brands, and the costs of maintaining and enhancing our brand awareness are increasing.
We invest considerable financial and human resources in our brands in order to retain and expand our customer base in existing and emerging markets. We expect that the cost of maintaining and enhancing our brands will continue to increase due to a variety of factors, including:
Increased spending from our competitors;
Promotional
the executive’s total compensation relative to other executives in similarly situated positions;
individual performance of the executive;
the executive’s responsibilities, prior experience, and discounting activities;individual compensation history, including any additional compensation such as signing bonuses or relocation benefits;
Our growing customer loyalty programs;the terms of the executive’s employment agreement, if any;
Supporting multiple brandsgeneral economic conditions;
competitive compensation market data, when available; and
the recommendations of the Chief Executive Officer, other than in connection with compensation for himself, the Chairman/Senior Executive and the impactVice Chairman.
2018 Annual Compensation Review. In March 2018, the Compensation Committee approved an increase in Mr. Pickerill’s base salary from $450,000 to $525,000, reflecting his performance since initially being appointed as the Company’s Executive Vice President and Chief Financial Officer in September 2017, and an increase in Mr. Dzielak’s base salary from $600,000 to $700,000 in connection with his entry into a new employment agreement that is described below in the section titled “Other 2018 Compensation Approvals-New Employment Agreement for Mr. Dzielak.” Base salaries for Messrs. Diller and Okerstrom remained unchanged. Other than Messrs. Pickerill and Dzielak, the Compensation Committee did not approve any changes to the base salaries of competition among our multiple brands;the named executive officers in connection with the 2018 annual compensation review.
Expanding our marketingAnnual Cash Bonuses
Cash bonuses are granted to recognize and reward an individual’s annual contribution to Company performance. Bonus target percentages for executive officers, other than the Chairman/Senior Executive, Vice Chairman and the Chief Executive Officer, are generally established by the Compensation Committee, based on the recommendation of management, at the time of the executive’s hire, promotion, expansion in responsibilities, or entry into a multi-year employment agreement, and generally take into account the scope of an executive’s responsibilities and comparative market data. Mr. Dzielak has a target cash bonus of 100% of his base salary and Mr. Pickerill has a target cash bonus of 80% of his base salary. Messrs. Diller and Okerstrom do not have target cash bonus percentages as their base salaries tend to be lower than executives in comparable roles and their annual bonus payments are highly variable. Mr. Kern has not received a salary or cash bonus since his appointment as an executive officer of the Company. Bonus target percentages for executives other than the Chairman/Senior Executive, Vice Chairman and the Chief Executive Officer are reviewed each year by the Chief Executive Officer with the approval of the Chairman/ Senior Executive and the Compensation Committee. In addition to annual bonuses related to performance, management may also recommend that the Compensation Committee grant bonuses to new executive officers upon hire or existing executive officers upon promotion. Expedia Group utilizes new hire bonuses to help attract highly skilled executives to Expedia Group and to offset an executive’s loss of incentive compensation from a prior employer.
When approving annual bonuses for executive officers, the Compensation Committee takes into account a variety of factors, including:
Expedia Group’s business and financial performance, including year-over-year performance;
the executive’s target cash bonus percentage, if any;
the executive’s individual performance;
the terms of the executive’s employment agreement or separation arrangements, if applicable;
the overall funding of the cash bonus pool;
amount of bonus relative to other Company executives;
general economic conditions;
competitive compensation market data, when available; and
the recommendations of the Chief Executive Officer and Chairman/Senior Executive, which do not include recommendations regarding their own compensation.
2018 Annual Cash Bonuses. On February 28, 2019, the Compensation Committee approved cash bonuses for each individual named executive officer, other than Mr. Kern, relating to performance in 2018. The Committee considered a variety
of factors when approving 2018 bonuses, including the factors noted above, as well as the following financial and operational considerations:
Financial Performance: The Company’s 2018 full-year financial performance included a 12% increase in revenue, a 15% increase in adjusted EBITDA, and a 35% increase in adjusted earnings per share growth, in each case as compared with the prior-year period.
Strategic Initiatives: The Company’s launch of a new Expedia Group identity and alignment around new purpose, vision, guiding principles and strategic imperatives, including a focus on expansion efforts in certain geographiesidentified priority markets, and developingExpedia Group platform capabilities.
Lodging Portfolio Growth: The Company accelerated the expansion of its supply footprint and functionality, including adding approximately 200,000 new products;properties and integrating an additional 218,000 HomeAway properties, pushing the total property count on the Expedia Group platform to over 1 million.
InflationThe Compensation Committee also took into account the relative contributions made by each named executive officer during the year, including: (i) with respect to Mr. Diller, his role in media pricing, including search engine keywords;providing strategic direction for the Company overall, (ii) with respect to Mr. Okerstrom, his leadership role and
Continued emergence strategic vision, (iii) with respect to Mr. Dzielak, his temporary oversight of the Company’s Human Resources function and share growthongoing oversight of travel-related traffic from searchthe Company’s legal and metasearch engines.
In recent years, certain online travel companiesregulatory functions in a dynamic and metasearch websites expanded their offlineevolving landscape, and digital advertising campaigns globally, increasing competition for share(iv) with respect to Mr. Pickerill, his effective management of voice, and we expect this activity to continuethe Company’s finance organization. Based on these considerations (and in the future. Wecases of Messrs. Dzielak and Pickerill, their higher base salary levels), the 2018 bonus to each of the named executive officers receiving such bonuses was significantly higher than the prior year.
Executive officer bonuses tend to be variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual factors including performance, changes in responsibilities or base salaries and target bonus percentages. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company's goals.
The cash bonuses described above are reflected in the “Bonus” column of the table titled “2018 Summary Compensation Table” in the section below titled “Executive Compensation.”
Equity Compensation
Equity compensation is designed to align executive compensation with the interests of stockholders and the long-term performance of Expedia Group. Equity compensation awards link compensation to financial performance because the value of equity awards ultimately depends on Expedia Group’s stock price. Equity compensation awards are also an important employee retention tool because they generally vest over a multi-year period, subject to continued service by the award recipient.
pursuingEquity awards are typically granted to executive officers upon hire, promotion, in connection with the Company’s annual compensation review or entry into a multi-year employment agreement. Until 2019, stock option awards were generally utilized as Expedia Group’s primary equity compensation vehicle for executives, but restricted stock units were also utilized from time to time at the time of hire to replace forfeited equity of a prior employer and pursuant to individually negotiated arrangements and special circumstances. In connection with the 2017 annual compensation review process, the Company introduced a new program that permitted employees below senior management levels to elect to receive equity compensation in the form of stock options, restricted stock units, or a combination of both and the equity choice program was expanded to include senior executives of the Company, other than the Chairman and Chief Executive Officer, in connection with the 2018 annual compensation review process. In 2019, the Company transitioned to the use of restricted stock units as the primary equity compensation vehicle for all employees, including executives. The transition was made in part as a response to the preferences expressed by employees under the equity choice program and in order to ensure the Company remains competitive in recruiting, motivating and retaining talented executives and employees. We expect to continue to pursue long-term growth opportunities, particularlyevaluate the appropriate form of equity-based incentive awards as market conditions evolve.
Annual Review Equity Award Process. Management generally recommends annual equity awards in emerging markets,the first quarter of each year when the Compensation Committees meet to make determinations regarding annual bonuses for the last completed fiscal year and to set compensation levels for the current fiscal year. The meeting at which have hadthe Compensation Committees approve these awards is generally scheduled several months in advance and may continuetimed to occur after the public disclosure of Expedia Group’s prior year financial statements.
The Compensation Committees review various factors considered by management when establishing Expedia Group’s equity grant pool, including:
Expedia Group’s business and financial performance, including year-over-year performance;
dilution rates, taking into account projected headcount changes and employee turnover;
non-cash compensation as a percentage of adjusted EBITDA;
equity compensation utilization by peer companies;
general economic conditions; and
competitive compensation market data regarding award values.
For specific grants to executive officers, management makes recommendations to the Section 16 Committee based on a variety of factors, including:
individual performance and future potential of the executive;
the overall size of the equity grant pool;
award value relative to other Company executives;
the value of previous grants and amount of outstanding unvested equity awards;
competitive compensation market data, where comparable; and
the recommendations of the Chief Executive Officer, other than in connection with compensation for himself, the Chairman/Senior Executive and the Vice Chairman.
After review and consideration of management’s recommendations, the Section 16 Committee decides whether to approve the grants of equity compensation to executive officers and the Compensation Committee decides whether to approve grants of equity compensation to non-executive officers. The annual corporate performance factors relevant to setting bonus amounts, while considered, are generally less relevant in determining the type and level of equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument relative to our annual bonuses.
In March 2018, the Company completed its 2018 annual compensation review process and, based on management’s recommendation, the Compensation Committees approved the following compensation matters for the named executive officers:
2018 Annual Review Equity Awards. The Section 16 Committee granted 81,004 stock options to Mr. Dzielak (as well as an award of 12,747 restricted stock units in connection with Mr. Dzielak’s entry into a new employment agreement, which is described in the section titled “Other 2018 Compensation Approvals - New Employment Agreement for Mr. Dzielak”). Having elected to receive his 2018 annual review equity compensation in the form of both stock options and restricted stock units under the Company’s equity choice program, the Section 16 Committee granted Mr. Pickerill 40,502 stock options and 10,125 restricted stock units. The 2018 annual review stock options and restricted stock units vest annually over four years and the stock options have a negative impact$104.50 exercise price (the closing price of the Company's common stock on our overall marketing efficiency.the grant date) and a seven-year term. Mr. Diller did not receive a 2018 annual review equity award. In approving equity awards, the Section 16 Committee considered, with input from the Chief Executive Officer, the individual performance of Messrs. Dzielak and Pickerill and their long-term importance to the execution of the Company’s strategic plans, as well as the factors described above in relation to the establishment of the Expedia Group-wide equity grant pool and specific equity award grants.
Our efforts2018 Special Long-Term Equity Awards. The Section 16 Committee also approved the following long-term equity awards to preserveMessrs. Okerstrom, Dzielak and enhance consumer awarenessPickerill:
200,000 stock options granted to Mr. Okerstrom that vest 100% on the fourth anniversary of our brands may not be successful,the grant date, and even if we are successful40,502 stock options granted to each of Messrs. Dzielak and Pickerill that vest 50% on each of the second and fourth anniversaries of the date of grant, subject in our branding efforts, such efforts may not be cost-effective,all cases to the executive’s continued employment with the Company (the “2018 Cliff Vest Options”); and
200,000 stock options granted to Mr. Okerstrom and 51,280 stock options granted to each of Messrs. Dzielak and Pickerill, with 50% of each grant subject to the satisfaction of a stock price goal of $200 on September 15, 2021 (a 91% increase to the closing price of Expedia Group’s common stock on the date of grant), and with the remaining 50% of each grant subject to the satisfaction of a stock price goal of $180 on September 30, 2021 (a 72% increase to the closing price of Expedia Group’s common stock on the date of grant), with satisfaction of the stock price goal in each case measured on the basis of the average of the closing prices of the Company’s common stock for either the six or as efficient as they have been historically. Moreover, branding effortstwelve-month period immediately preceding the applicable vest date (the “2018 Performance Options” and together with the Cliff Vest Options, the “2018 Special Stock Option Awards”).
The exercise price for the 2018 Special Stock Option Awards is $104.50 per share (the closing price of Expedia Group’s common stock on the date of grant), and each stock option has a seven-year term. The Company engaged Compensia to evaluate various long-term incentive alternatives and make recommendations to the Committees. In finalizing the structure of the 2018 Special Stock Option Awards, the Committees took into account a variety of factors, including the factors noted above with respect to some brands within the Expedia Group portfolio have2018 Annual Review Equity Awards, as well as:
the desire to retain the executives’ services for the long-term, as reflected in the pastextended vesting schedule for both service-based and may inperformance-based awards;
alignment of performance-based compensation for senior executives with performance-based compensation of the future result in marketing inefficiencies and negatively impact growth ratesChief Executive Officer;
the additional incentive to create significant stockholder value by virtue of other brands within our portfolio. In addition, our decisions over allocation of resources and choosing to invest in branding efforts for certain brands in our portfolio at the expense of not investing in, or reducing our investments in, other brands in our portfolio could have an overall negative financial impact. If we are unable to maintain or enhance consumer awareness of our brands and generate demand in a cost-effective manner, it would have a material adverse effect on our business and financial performance.
We are subject to payments-related and fraud risks.
We have agreements with companies that process customer credit and debit card transactions, the volume of which are very large and continue to grow, for the facilitation of customer bookings of travel services from our travel suppliers. These agreements allow these processing companies, under certain conditions, to hold an amount of our cash (referred to as a “holdback”) or require us to otherwise post security equal to a portion of bookings that have been processed by that company. These processing companies may be entitled to a holdback or suspension of processing services upon the occurrence of specified events, including material adverse changes in our financial condition. An imposition of a holdback or suspension of processing services by one or more of our processing companies could materially reduce our liquidity. Moreover, there can be no assurances that the interchange rates or the fees we pay for the processing of customer credit and debit card transactions will not increase which could reduce our revenue thereby adversely affecting our business and financial performance.
In addition, credit card networks, such as Visa, MasterCard and American Express, have adopted rules and regulations that apply to all merchants who process and accept credit cards and include payment card association operating rules, the Payment Card Industry Data Security Standards, or the PCI DSS. Under these rules, we are required to adopt and implement internal controls over the use, storage and security of card data. We assess our compliance with the PCI DSS rules on a periodic basis and make necessary improvements to our internal controls. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card payments from our customers, or facilitate other types of online payments, and our business and operating results could be adversely affected. For existing and future payment options we offer to both our customers and suppliers, we may become subject to additional regulations and compliance requirements including obligations to implement enhanced authentication processes, that could result in significant costs to us and our suppliers and reduce the ease of use of our payments options.
Our results of operations and financial positions have been negatively affected by our acceptance of fraudulent bookings made using credit and debit cards or fraudulently obtained loyalty points. We are sometimes held liable for accepting fraudulent bookings on our websites or other bookings for which payment is subsequently disputed by our customers both of which leadstock price performance goals applicable to the reversal of payments received by us for such bookings (referred to as a “charge back”). Accordingly, we calculate and record an allowance for the resulting credit and debit card charge backs. Our ability to detect and combat fraudulent schemes,2018 Performance Options, which have become increasingly common and sophisticated, may be negatively impacted by the adoption of new payment methods, the emergence and innovation of new technology platforms, including smartphones, tablet computers and in-home assistants, and our global expansion, including into markets with a history of elevated fraudulent activity. In addition, for existing and future payment options we offer to our customers, we may become subject to additional regulations and compliance requirements (including obligations to implement enhanced authentication processes that could result inrepresented significant costs and reduce the ease of use of our payments products), as well as fraud. If we are unable to effectively combat fraudulent bookings on our websites or mobile applications or if we otherwise experience increased levels of charge backs, our results of operations and financial positions could be materially adversely affected.
In addition, when onboarding suppliers to our websites, we may fail to identify falsified or stolen supplier credentials, which may result in fraudulent bookings or unauthorized access to personal or confidential information of users of our websites and mobile applications. A fraudulent supplier scheme could also result in negative publicity, damage to our reputation, and could cause users of our websites and mobile applications to lose confidence in the quality of our services. Any of these events would have a negative effect on the value of our brands, which could have an adverse impact on our financial performance.
Acquisitions, investments or significant commercial arrangements could result in operating and financial difficulties.
We have acquired, invested in or entered into significant commercial arrangements with a number of businesses in the past, and our future growth may depend, in part, on future acquisitions, investments or significant commercial arrangements, any of which could be material to our financial condition and results of operations. Certain financial and operational risks
related to acquisitions, investments or significant commercial arrangements that may have a material impact on our business are:
Diversion of management’s attention or other resources from our existing businesses;
Difficulties and expenses in assimilating the operations, products, technology, privacy protection systems, information systems or personnel of the acquired company;
Use of cash resources and incurrence of debt and contingent liabilities in funding and after consummating acquisitions, including with regard to future payment obligations in connection with put/call rights, may limit other potential uses of our cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;
Amortization expenses related to acquired intangible assets and other adverse accounting consequences, including changes in fair value of contingent consideration;
Expected and unexpected costs incurred in pursuing acquisitions, including identifying and performing due diligence on potential acquisition targets that may or may not be successful, if unsuccessful could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition;
Impairment of relationships with employees, suppliers, customers, vendors and affiliates of our business and the acquired business;
The assumption of known and unknown debt and other liabilities and obligations of the acquired company;
Failure of the acquired company to achieve anticipated integration synergies, traffic, transactions, revenues, earnings or cash flows or to retain key management or employees;
Failure to generate adequate returns on our acquisitions and investments, or returns in excess of alternative uses of capital;
Failure to properly and timely integrate acquired companies and their operations, reducing our ability to achieve, among other things, anticipated returns on our acquisitions through cost savings and other synergies;
Entrance into markets in which we have no direct prior experience resulting in increased complexity in our business;
Challenges relating to the structure of an investment, such as governance, accountability and decision-making conflicts that may arise in the context of a joint venture or other majority ownership investments;
Impairment of goodwill or other intangible assets such as trademarks or other intellectual property arising from our acquisitions;
Costs associated with litigation or other claims arising in connection with the acquired company;
Increased or unexpected costs or delays to obtain governmental or regulatory approvals for acquisitions;
Increased competition amongst potential acquirers for acquisition targets could result in a material increase in the purchaseCompany’s stock price for such targets or otherwise limit our ability to consummate acquisitions;over the then current market price; and
Adverse market reactionthe Committees’ substantial desire to acquisitions or investments or failure to consummate such transactions.retain the services of key executives for the long-term, as reflected in the extended vesting schedule for both the 2018 Cliff Vest Options and the 2018 Performance Options.
Moreover, we rely heavily on the representations and warranties and related indemnities provided to us by the sellers of acquired private companies, including as they relate to creation, ownership and rights in intellectual property and compliance with laws and contractual requirements. Our failure to address these risks or other problems encountered in connection with past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business generally.
Our international operations involve additional risks and our exposure to these risks will increase as our business expands globally.
We operate in a number of jurisdictions outside of the United States and intend to continue to expand our international presence. As we have expanded globally, our international (non-U.S.) revenue has increased from 39% in 2010 to 45% in 2018. In foreign jurisdictions, we face complex, dynamic and varied risk landscapes. As we begin to operate in new markets and countries, we must tailor our services, business models and functional compliance structuresThe 2018 equity grants to the unique circumstances of such countries and markets, which can be complex, difficult, costly and divert management and personnel resources. Laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses or our failure to adapt our practices, systems, processes and business models effectively to the traveler and supplier preferences (as well as the
regulatory and tax landscapes) of each country into which we expand, could slow our growth. For example, to compete in certain international markets we havenamed executive officers described above are reflected in the past, and maytable titled “2018 Grants of Plan- Based Awards” in the future, adopt locally-preferred payment methods, which has increased our costs and instances of fraud. Certain international markets in which we operate have lower margins than more mature markets, which could have a negative impact on our overall margins as our revenues from these markets grow over time.section below titled “Executive Compensation.”
Other Compensation
In addition to the risks outlined elsewhereprimary elements of compensation (base salary, cash bonuses and equity awards) described above, the named executive officers may also receive compensation in this section, our international operationsthe following forms:
401(k) Match: All domestic Expedia Group employees, including executives, who participate in Expedia Group’s 401(k) Retirement Program are alsoeligible for Company matching contributions. Expedia Group matches 50% of each dollar a participant contributes, up to the first 6% of eligible compensation, subject to applicable Internal Revenue Service limits.
Personal Use of Corporate Aircraft: Executives may receive benefits attributable to the personal use of certain aircraft, including aircraft jointly owned by Expedia Group and IAC. Pursuant to Company policy, Mr. Diller is required to travel on corporate aircraft for business and personal purposes, and the Company’s Chief Executive Officer and other senior executives are encouraged to travel on corporate aircraft for business and personal purposes when doing so would serve the interests of the Company. In addition to serving general security interests, this means of travel permits Mr. Diller and other executives to travel non-stop and without delay, to remain in contact with Expedia Group while traveling, to change plans quickly in the event Company business requires, and to conduct confidential Company business while flying, be it telephonically, by email or in person. These interests are furthered on both business and personal flights, as Mr. Diller and other executives typically provide services to Expedia Group while traveling in either case. Nonetheless, the incremental cost to Expedia Group of executive’s travel for personal purposes during 2018 is reflected as compensation from Expedia Group, and is taken into account in establishing executive’s overall compensation package. For personal use of Company-owned aircraft during 2018, Mr. Okerstrom reimbursed the Company an amount permitted under applicable rules of the Federal Aviation Administration for his personal use of the aircraft. See the disclosure under the section "Relationships Involving Significant Stockholders, Named Executives and Directors-Relationships Involving Mr. Okerstrom."
In addition, in light of Mr. Diller’s senior role at both companies, Expedia Group and IAC have agreed to share certain expenses associated with the provision of personal benefits to Mr. Diller, including the use of automobiles for personal purposes and certain office space and IT equipment used by individuals who work for Mr. Diller personally. Expedia Group and IAC each cover 50% of the costs, which reflects the current allocation of actual time spent by Mr. Diller between the two companies.
Other 2018 Compensation Approvals
New Employment Agreement for Mr. Dzielak. On March 2, 2018, the Compensation Committee approved the terms of, and on the same day, the Company entered into, an amended and restated employment agreement with Mr. Dzielak. Mr. Dzielak’s prior employment agreement expired on March 2, 2018. Pursuant to the amended and restated employment agreement: (i) Mr. Dzielak’s employment with the Company may be terminated at any time with or without cause or notice, (ii) his annual base salary was increased from $600,000 to $700,000, effective as of February 26, 2018, and (iii) his target bonus remained unchanged at 100% of his base salary. In connection with his entry into the new employment agreement, the Section 16 Committee also approved a grant of 12,747 restricted stock units that will vest annually over four years, subject to his
continued service with the Company. These arrangements were intended to further encourage Mr. Dzielak’s long term commitment to the Company in light of his significant knowledge of, and experience managing, the various legal and regulatory issues relevant to the travel industry generally, and the Company and its businesses specifically. The severance provisions of Mr. Dzielak’s new employment agreement are described below in the section titled “Severance.”
Initial Equity Award For Mr. Kern. On August 17, 2018, the Section 16 Committee approved an award of 50,000 restricted stock units to Mr. Kern in connection with his appointment to the Vice Chairman role. The restricted stock units vest 100% on the third anniversary of June 20, 2018 (i.e., the date of his appointment as Vice Chairman), subject to Mr. Kern’s continued employment with the Company. To assist the Section 16 Committee, the Company engaged Compensia to evaluate various long-term incentive alternatives and in finalizing the structure of Mr. Kern’s award, the Section 16 Committee took into account a variety of factors, including:
•comparative compensation data, to the extent available;
•alignment with the performance-based equity compensation of the Chief Executive Officer;
•Mr. Kern’s participation in the strategic oversight of the Company;
•the desire to retain Mr. Kern’s services for the long-term, as reflected in the extended vesting schedule; and
•the fact that Mr. Kern was not expected to receive a salary or cash bonus compensation.
Other Executive Compensation Practices and Policies
Stock Ownership Policy
To further align the interests of Expedia Group senior management and Expedia Group stockholders, the Company has adopted a Stock Ownership Policy that specifies a number of other risks, including:shares that the Chief Executive Officer and members of the Company’s senior leadership team (other than the Chairman and Vice Chairman) are expected to accumulate and hold by the later of five years from the date of hire or promotion into an eligible position (the “Ownership Target Date”). Unexercised stock options and unvested restricted stock units are not counted toward compliance with the minimum stockholding target.
Currency exchange restrictionsThe Stock Ownership Policy also includes stock retention provisions. Prior to the Ownership Target Date, if eligible executives have not met their stockholding requirement, they are required to retain 25% of the net shares received from any exercised options or costsany vested restricted stock units until they have met their stockholding target. “Net shares” are the shares remaining after payment of the exercise price and/or withholding of taxes. If executives subject to the Policy have not met their stockholding requirement on the Ownership Target Date, the net-share retention percentage may be increased until they have met their minimum stockholding target. The Stock Ownership Policy minimum stockholding target is 200,000 shares for Mr. Okerstrom and exchange rate fluctuations,60,000 shares for Messrs. Dzielak and Pickerill. Messrs. Okerstrom, Dzielak and Pickerill have not met their respective Ownership Targets and are therefore required to retain 25% of the risks and costs inherentnet shares received from any exercised options or vesting of restricted stock unit awards.
Hedging Policy
The Expedia Group, Inc. Securities Trading Policy prohibits employees, including executive officers, from engaging in hedging such exposures;
Exposureshort sales with respect to local economicExpedia Group securities or political instability and threatenedthe purchase, sale or actual actsissuance of terrorism;
Compliance with U.S. and non-U.S. regulatory laws and requirementsoptions or rights relating to anti-corruption, antitrustExpedia Group securities. This prohibition extends to various forms of hedging or competition, economic sanctions, data contentmonetization transactions.
Incentive Compensation Clawback Policy
In March 2018, the Expedia Group Board of Directors adopted, and privacy, consumer protection, employment and labor laws, health and safety, information reporting and advertising and promotions;
Compliance with additional U.S. laws applicable to U.S. companies operating internationally;
Differences, inconsistent interpretations and changes in U.S. and non-U.S. laws and regulations, including tax laws enacted pursuantdelegated authority to the 2017Compensation Committee to administer, an Incentive Clawback Policy that applies to compensation granted to current and former executives after January 1, 2018. The Incentive Clawback Policy provides that in the event of either (i) a material accounting restatement resulting from material noncompliance with financial reporting requirements, or (ii) misconduct that involves a material violation of law or the Company’s policies resulting in significant harm to the Company, the Compensation Committee is authorized to recover any excess incentive compensation that was received by certain employees, including current and former executive officers, taking into account such factors as the Compensation Committee deems appropriate. In addition, equity award agreements for all employees, including the named executive officers, provide for the recovery of equity-based compensation realized during the two years prior to an employee’s termination of employment for cause.
Tax Deductibility of Compensation
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s applicable named executives. Prior to the Tax Cuts and Jobs Act (“of 2017 (the “Tax Act”) this limitation generally did not apply to compensation that met the tax code requirements for “qualifying performance-based” compensation. Following enactment of the Tax Act”Act, we generally expect that compensation paid to our applicable executive officers in excess of $1 million will not be deductible, subject to an exception for specified compensation provided pursuant to a binding written contract in effect as of November 2, 2017 that meets the requirement for grandfathered treatment. Additionally, under applicable Internal Revenue Service rules, the personal use of corporate aircraft leads to a disallowance of the deduction by Expedia Group for tax purposes of certain airplane-related costs. The Compensation Committees intend to continue to consider the potential impact of Section 162(m) on compensation decisions, but believe that stockholder interests are best served if their discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses.
Change in Control
Under the Expedia Group, Inc. Fourth Amended and Restated 2005 Stock and Annual Incentive Plan (the “Expedia Group 2005 Plan”), the named executive officers are entitled to accelerated vesting of equity awards in the United States;
Weaker enforcementevent of our contractual and intellectual property rights;
Lower levelsa change in control of credit card usage and increased payment and fraud risk;
Longer payment cycles, and difficulties in collecting accounts receivable;
Preferences by local populations for local providers;
Restrictions on, or adverse tax and other consequences related to the repatriationExpedia Group. The Compensation Committees believe that accelerated vesting of cash, the withdrawal of non-U.S. investments, cash balances and earnings, as well as restrictions on our ability to invest in our operations in certain countries;
Changes to trade policy or agreements that limit our ability to offer, or adversely affect demand for, our products and services;
Financial risk arising from transactions in multiple currencies;
Slower adoption of the internet as an advertising, broadcast and commerce medium in those markets as compared to the United States;
Our ability to support new technologies, including mobile devices or block chain technologies, that may be more prevalent in international markets;
Difficulties in attracting and retaining qualified employees in international markets, as well as managing staffing and operations due to increased complexity, unionization/works councils, distance, time zones, language and cultural differences; and
Uncertainty regarding liability for services and content, including uncertainty as a result of local laws and lack of precedent.
The China travel market in particular is significant and has grown significantly in recent years. Prior to May 2015, we conducted our operations in China primarily through our majority ownership interest in eLong, Inc., an online travel service provider in China. Following the sale of our eLong ownership stake in May 2015 to a group of China-based purchasers, including to a subsidiary of Ctrip International, Ltd., we have conducted our consumer business in China through localized websites and commercial arrangements with local partners, including Ctrip. There can be no guarantee that we will be able to grow or even maintain market share and brand awareness in the highly dynamic and intensely competitive market in China and our failure to do so could significantly impact our ability to grow our overall business.
We work closely with various business partners and rely on third-parties for many systems and services, and therefore could be harmed by their activities.
We could be harmed by the activities of third parties that we do not control. We work closely with business partners, includingequity awards in connection with significant commercial arrangementschange in control transactions would provide an incentive for these executives to continue to help execute successfully such a transaction from its early stages until closing.
For a description and joint ventures,quantification of these change in control benefits, please see the section below titled “Executive Compensation-Potential Payments Upon Termination or Change in Control.”
Severance
Employment Agreements. Each of Messrs. Okerstrom, Dzielak and Pickerill have employment agreements with Expedia Group pursuant to which, in the event of a qualifying termination and subject to the executive executing a release of claims agreement:
Expedia Group will continue to pay base salary to (i) Messrs. Okerstrom and Pickerill through ourthe longer of the end of the term of the employment agreement (subject to a maximum of 36 months for Mr. Okerstrom only) and 12 months, and (ii) to Mr. Dzielak for 12 months, except that Expedia Partner Solutions business. We also relyGroup may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “Dzielak Continuation Period”), in each case payable in equal biweekly installments and provided that such payments will be offset by any amount earned by the executive from another employer during the relevant period;
Expedia Group will consider in good faith the payment of discretionary bonuses on third-party service providersa pro rata basis for the year in which termination of employment occurs, payable in a lump sum at the time such annual bonus would otherwise have been paid;
Expedia Group will pay an amount equal to COBRA health insurance coverage for a period of 12 months for Messrs. Okerstrom and Pickerill and for the Dzielak Continuation Period for Mr. Dzielak, in each case payable in a lump sum;
except as described below with respect to certain customer care, fulfillment, processing, systems development, technologylong-term incentive stock option awards, all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that equity awards that vest less frequently than annually will be treated as though such awards vested annually; and other services, including, increasingly, travel care
Messrs. Okerstrom, Dzielak and information technology services. If thesePickerill will have 18 months following the date of termination to exercise any vested stock options (including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if earlier, through the scheduled expiration date of the options.
Non-Competition & Non-Solicitation Provisions. Messrs. Okerstrom, Dzielak and Pickerill will be restricted from competing with the Company and from soliciting Company employees and business partners or third-party service providers experience difficulty or fail to meet our requirements or standards orduring a period following termination of their employment for any reason. For Messrs. Okerstrom and Pickerill the requirements or standardsapplicable period is the longer of the term of their employment agreement and eighteen months, and in the case of Mr. Dzielak it is the Dzielak Continuation Period.
Offset Provisions. Any cash payments made in connection with the severance provisions described above will be offset by any cash amounts earned from another employer during the applicable laws or governmental authorities, it could damage our reputation, make it difficult for us to operatetime period.
some aspects
Equity Award Agreements. Upon an executive’s termination of our business,employment by the Company without cause (other than by reason of death or expose us to liabilitydisability) or resignation by the executive for their actions which could have an adverse impactgood reason, certain equity grants vest on our business and financial performance. Likewise, ifa pro rated basis for each full month from the third-party service providers on which we rely were to cease operations, temporarily or permanently, face financial distress or other business disruption, we could suffer increased costs and delays in our ability to provide similar services until an equivalent service provider could be found or we could develop replacement technology or operations, anydate of which could also have an adverse impact on our business and financial performance.
We rely on the performance of highly skilled personnel and, if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.
Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. In particular, the contributions of Barry Diller, our Chairman and Senior Executive, and Mark Okerstrom, our Chief Executive Officer, are criticalgrant to the overall managementapplicable termination date (or, in the case of Messrs. Okerstrom and Kern only, the first anniversary of the company. Our future success will depend ontermination date) and, in the performancecase of our senior managementsuch equity awards subject to satisfaction of a stock price goal, subject to the achievement of such stock price goal. Equity awards with special monthly pro-rated severance provisions include:
performance-based and key employees. Expedia Group cannot ensure that it will be ableservice-based stock options granted to retain the services of Mr. Diller, Mr. Okerstrom or any other member of our senior management or key employees, the loss of whom could seriously harm our business. We do not maintain any key person life insurance policies.on March 7, 2016;
Competition for well-qualified employees in certain aspects of our business, including software engineers, developers, product management personnel, development personnel,performance-based options granted to Mr. Okerstrom on September 15, 2017;
2018 Performance-Based Options granted to Messrs. Okerstrom, Dzielak and other technology professionals, also remains intense. Our continued abilityPickerill;
2018 Cliff-Vest Options granted to compete effectively dependsMessrs. Dzielak and Pickerill; and
cliff-vest restricted stock units granted to Mr. Kern on our ability to attract new employees and to retain and motivate our existing employees. For example, additional barriers to or restrictions on travel for professional or personal purposes, such as those in the United States in early 2017, may cause significant disruption to our businesses or negatively affect our abilityAugust 17, 2018.
The foregoing arrangements are intended to attract and retain employeesqualified executives who may have other employment alternatives that may appear to them to be less risky absent these arrangements.
Compensation Committee Report
The Compensation Committees have reviewed the Compensation Discussion and Analysis and discussed that Analysis with management. Based on a global basis. In addition, we planthis review and discussions with management, the Compensation Committees recommended to movethe Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in the Company’s 2019 proxy statement.
Members of the Compensation Committee:
Jonathan L. Dolgen (Co-Chairman)
Craig A. Jacobson (Co-Chairman)
Chelsea Clinton
Pamela L. Coe
Members of the Section 16 Committee:
Jonathan L. Dolgen (Co-Chairman)
Craig A. Jacobson (Co-Chairman)
Chelsea Clinton
2018 Summary Compensation Table
The table below sets forth certain information regarding the total compensation earned by our corporate headquarters from Bellevue, Washingtonnamed executive officers in 2018, as well as equity awards made to Seattle, Washington in late 2019, which could negatively affect our abilitynamed executive officers during 2018.
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| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) |
| | | | | | | | |
| Barry Diller | 2018 | 465,000 | 2,500,000 | — | — | 652,100 | 3,617,100 |
| Chairman and Senior Executive | 2017 | 465,000 | 1,000,000 | — | 6,840,950 | 560,895 | 8,866,845 |
| 2016 | 465,000 | 1,000,000 | — | 6,465,841 | 618,785 | 8,549,626 |
| | | | | | | | |
| Peter M. Kern | 2018 | 43,764 | — | 6,809,927 | — | 45,000 | 6,898,691 |
Vice Chairman (appointed June 2018) | | | | | | | |
| | | | | | | |
| | | | | | | | |
| Mark D. Okerstrom | 2018 | 1,000,000 | 3,000,000 | — | 9,078,946 | 10,616 | 13,089,562 |
President and Chief Executive Officer (former Chief Financial Officer) | 2017 | 824,039 | 1,250,000 | 3,480,000 | 25,158,318 | 8,100 | 30,720,457 |
| 2016 | 750,000 | 750,000 | — | 16,632,057 | 54,333 | 18,186,390 |
| | | | | | | | |
| Robert J. Dzielak | 2018 | 680,769 | 925,000 | 1,295,223 | 4,290,208 | 5,788 | 7,196,988 |
| Chief Legal Officer and Secretary | 2017 | 595,193 | 600,000 | — | 2,007,402 | 5,683 | 3,208,278 |
| 2016 | 575,000 | 575,000 | — | 2,031,978 | 5,683 | 3,187,661 |
| | | | | | | | |
| Alan R. Pickerill | 2018 | 510,577 | 512,500 | 1,028,801 | 3,253,570 | 7,087 | 5,312,535 |
| Executive Vice President, Chief Financial Officer, and Treasurer (appointed September 2017) | 2017 | 346,654 | 325,000 | — | 2,009,143 | 6,202 | 2,686,999 |
| | | | | | | |
| |
| (1) | The amounts in the Salary column reflect base salary earned during the relevant fiscal year, other than for Mr. Kern. For Mr. Kern, the amount in the Salary column reflects fees for his services as a non-employee director from January 1, 2018 to June 20, 2018 under the Company’s non-employee director compensation program. |
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| (2) | The amounts in the Bonus column reflect annual cash bonuses paid to named executive officers for performance in the relevant fiscal year. |
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| (3) | Reflects aggregate grant date fair value of awards granted in the year indicated, computed in accordance with FASB ASC Topic 718. The grant date fair value of awards reflects an estimate as of the grant date and may not correspond to the actual value that will be recognized by the named executive officers. For Mr. Kern, the amounts in the Stock Awards column reflect the sum of RSUs awarded for his service as a non-employee director on June 1, 2018 and RSUs awarded on August 17, 2018 following his appointment as Vice Chairman. For details regarding the assumptions used to calculate these amounts in 2018, see footnote 4 to the table below titled, “2018 Grants of Plan-Based Awards.” |
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| (4) | Additional information regarding certain components of amounts reflected in the “All Other Compensation” is as follows: |
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| | | | | |
| | Barry Diller | Peter M. Kern | Mark D. Okerstrom | Robert J. Dzielak | Alan R. Pickerill |
Corporate Aircraft(a) | $598,016 | — | — | — | — |
401(k) Company Match(b) | — | — | $7,096 | $5,788 | $7,087 |
Miscellaneous(c) | $54,084 | $45,000 | $3,520 | — | — |
| |
| (a) | Reflects the incremental cost to Expedia Group for personal use of corporate aircraft jointly owned by each of Expedia Group and IAC (or charter aircraft in the event the jointly-owned aircraft are temporarily unavailable). In 2018, the incremental cost to Expedia Group for Messrs. Diller’s and Okerstrom’s personal use of these aircraft is based on the average variable operating cost to Expedia Group. Variable operating costs include fuel, certain maintenance costs, navigation fees, onboard catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of hours such aircraft flew to derive an average variable cost per hour. This average variable cost per hour is then multiplied by the hours flown for personal use (for the jointly-owned aircraft, including repositioning flights, commonly referred to as |
“deadhead” flights), to attract and retain certain employees. If wederive the incremental cost. We do not succeedinclude fixed costs that do not change based on usage, such as pilots’ salaries, purchase costs, insurance, scheduled maintenance and non-trip-related hangar expenses in attracting well-qualified employeesthe case of the jointly-owned aircraft. For personal use of the corporate aircraft during 2018, Mr. Okerstrom reimbursed the Company an amount permitted under Federal Aviation Administration regulations for his personal use of the aircraft. Executive officers occasionally have family members or retainingother guests accompany them on business and personal trips, at minimal incremental cost to the Company. While travel by family members or motivating existing employees,other guests does not result in any incremental cost to the Company, such travel does result in the imputation of taxable income to such executive officers, the amount of which is calculated in accordance with applicable IRS regulations. See the section above titled“Compensation Discussion and Analysis- Compensation Program Elements-Other Compensation” for a description of the Company’s policy regarding the personal use of Company aircraft by executive officers.
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| (b) | Represents matching contributions of Expedia Group under the Company’s 401(k) Retirement Savings Plan. Under this plan as in effect through December 31, 2018, Expedia Group matches $0.50 for each dollar a participant contributes, up to the first 6% of eligible compensation, subject to limits imposed by the Internal Revenue Code. |
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| (c) | For Mr. Diller, “Miscellaneous” represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits. In connection with the IAC/Expedia Group Spin-Off, Expedia Group and IAC agreed that, in light of Mr. Diller’s senior role at both companies and his anticipated use of certain resources for the benefit of both companies, certain expenses associated with such usage would be shared between Expedia Group and IAC. Mr. Diller is provided with the use of certain automobiles for business and personal purposes and certain IAC-owned office space and IT equipment for use by certain individuals who work for Mr. Diller personally. In 2018, Expedia Group and IAC covered 50% and 50% of these costs, respectively. For Mr. Okerstrom, “Miscellaneous” represents the cost of certain personal security services paid by the Company for Mr. Okerstrom and his family when traveling outside of the U.S. For Mr. Kern, “Miscellaneous” represents the cash compensation received for service on the trivago N.V. Supervisory Board in 2018. |
2018 Grants of Plan-Based Awards
During fiscal year 2018, the Compensation Committee or Section 16 Committee, as appropriate, approved stock option awards and RSU awards to the named executive officers as follows:
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| Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise Price or Base Price of Option Awards ($/Sh) | Closing Market Price on Date of Grant ($) | Estimated Future Payouts Under Equity Incentive Plan Awards(#)(3) | Grant Date Fair Value of Awards ($)(4) |
| | | | | | | |
Peter M. Kern-Director RSUs(1) | 06/01/2018 | — | — | 120.02 | 2,065 | 249,927 |
Peter M. Kern-Cliff-Vest RSUs(1) | 08/17/2018 | — | — | 131.03 | 50,000 | 6,560,000 |
Mark D. Okerstrom-Cliff-Vest Options | 03/02/2018 | 200,000 | 104.50 | 104.50 | — | 5,118,946 |
Mark D. Okerstrom- Performance Options | 03/02/2018 | 200,000 | 104.50 | 104.50 | — | 3,960,000 |
Robert J. Dzielak-Incremental Vesting Options | 03/02/2018 | 81,004 | 104.50 | 104.50 | — | 2,073,276 |
Robert J. Dzielak-Cliff-Vest Options | 03/02/2018 | 40,502 | 104.50 | 104.50 | — | 1,201,588 |
Robert J. Dzielak-Performance Options | 03/02/2018 | 51,280 | 104.50 | 104.50 | — | 1,015,344 |
Robert J. Dzielak-Incremental Vesting RSUs | 03/02/2018 | — | — | 104.50 | 12,747 | 1,295,223 |
Alan R. Pickerill-Incremental Vesting Options | 03/02/2018 | 40,502 | 104.50 | 104.50 | — | 1,036,638 |
Alan R. Pickerill-Cliff-Vest Options | 03/02/2018 | 40,502 | 104.50 | 104.50 | — | 1,201,588 |
Alan R. Pickerill-Performance Options | 03/02/2018 | 51,280 | 104.50 | 104.50 | — | 1,015,344 |
Alan R. Pickerill-Incremental Vesting RSUs | 03/02/2018 | — | — | 104.50 | 10,125 | 1,028,801 |
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| (1) | Mr. Kern received the Director RSU award for his service as a non-employee director under the Company’s non-employee director compensation program on June 1, 2018, and received the Cliff-Vest RSU award following his appointment as Vice Chairman on June 20, 2018. |
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| (2) | All options have a seven-year term and all options, other than the Performance Options and the Cliff-Vest Options granted to Messrs. Okerstrom, Dzielak and Pickerill on March 2, 2018, vest equally on February 15 in each of the first four years following the date of grant. The Performance Options granted on March 2, 2018 to Messrs. Okerstrom, Dzielak and Pickerill are subject to the following vesting schedule: 50% of each grant is subject to the satisfaction of a stock price goal of $200 on September 15, 2021 and the remaining 50% of each grant is subject to the satisfaction of a stock price goal of $180 on September 30, 2021, with satisfaction of the stock price goal in each case measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding the applicable vest date. The Cliff-Vest Options granted on March 2, 2018 to Mr. Okerstrom vest 100% on the fourth anniversary of the grant date. The Cliff-Vest Options granted on March 2, 2018 to Messrs. Dzielak and Pickerill vest 50% on each of the second and fourth anniversaries of the date of grant. In each case, vesting is also subject to the continued employment of the optionee with the Company. |
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| (3) | Represents the number of shares of Expedia Group common stock to be issued upon satisfaction of the conditions to vesting, without taking into account shares withheld to cover taxes, if any. The Incremental Vesting RSUs awarded on March 2, 2018 to Mr. Dzielak and to Mr. Pickerill vest annually over four years subject to the executive’s continued employment with the Company. The Director RSUs awarded to Mr. Kern on June 1, 2018 vest in three equal installments commencing on the first anniversary of the grant date, subject to his continued service with the Company. The Cliff-Vest RSUs awarded on August 17, 2018 to Mr. Kern vest 100% on June 20, 2021, subject to his continued employment or service with the Company. |
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| (4) | These amounts reflect an estimate of the grant date fair value and may not correspond to the actual value that will be recognized by the named executive officers. For stock options, reflects the full grant date fair value, calculated in accordance with FASB ASC Topic 718 using a Black-Scholes option valuation methodology, except for Performance Options granted to Messrs. Okerstrom, Dzielak and Pickerill on March 2, 2018, each of which uses the Monte Carlo valuation model. The Black-Scholes model incorporates various other assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on historical volatility of our common stock and other relevant factors. The expected term is based on our historical experience and on the terms and conditions of the stock option awards granted to employees. For option awards granted to the named executive officers during 2018, the Black-Scholes and Monte Carlo option pricing model assumptions were as follows: |
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| | Grant Date | Expected Term (years) | Risk-Free Interest Rate (%) | Expected Volatility (%) | Assumed Annual Dividend Rate (% of grant date closing price) |
Mark D. Okerstrom-Cliff-Vest Options | 03/02/2018 | 3.50 | 2.43 | 32.33 | 1.15 |
Robert J. Dzielak and Alan R. Pickerill-Cliff-Vest Options | 03/02/2018 | 4.40 | 2.54 | 33.88 | 1.15 |
Mark D. Okerstrom, Robert J. Dzielak and Alan R. Pickerill-Performance Options | 03/02/2018 | 5.29 | 2.64 | 35.42 | 0.85 |
Robert J. Dzielak and Alan R. Pickerill-Incremental Vesting Options | 03/02/2018 | 3.50 | 2.43 | 32.33 | 1.15 |
Outstanding Equity Awards at 2018 Year-End
The following table provides information regarding the holdings of stock options and RSUs by the named executive officers as of December 31, 2018. The market value of the RSUs is based on the closing price of Expedia Group common stock on the Nasdaq Stock Market on December 31, 2018, the last trading day of the year, which was $112.65.
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| | | | | | | | | | | | | |
| | | | Option Awards | | | Stock Awards |
| | | | | | | | | | Equity Incentive Plan Awards: |
| | Name | Grant Date (1) | Number of Securities Underlying
Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised
Options (#) Unexercisable | | Option Exercise Price ($) | Option Expiration Date | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| |
| | | | | | | | | | | | |
| | Barry Diller | 03/13/2013 | 100,000 | (2) | — | | 65.75 |
| 03/13/2020 | — | | — |
| | | 02/26/2014 | 100,000 | (2) | — | | 78.52 |
| 02/26/2021 | — | | — |
| | | 02/27/2015 | 112,500 | | 37,500 | (3) | 91.75 |
| 02/27/2022 | — | | — |
| | | 02/25/2016 | 75,000 | | 75,000 | (3) | 105.13 |
| 02/25/2023 | — | | — |
| | | 02/28/2017 | 37,500 | | 112,500 | (3) | 119.04 |
| 02/28/2024 | — | | — |
| | | | | | | | | | | | |
| | Peter M. Kern | 06/01/2016 | — | | — | | — | — | 749 | (9) | 84,375 |
|
| | | 03/06/2017 | 24,712 | | 49,423 | (14) | 12.14 |
| 03/06/2024 | — | | — |
| | | 06/01/2017 | — | | — | | — | — | 1,159 | (9) | 130,561 |
|
| | | 12/20/2017 | — | | 125,520 | (14) | 7.17 |
| 12/20/2024 | — | | — |
| | | 06/01/2018 | — | | — | | — | — | 2,065 | (9) | 232,622 |
|
| | | 08/17/2018 | — | | — | | — | — | 50,000 | (13) | 5,632,500 |
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| | | | | | | | | | | | |
| | Mark D. Okerstrom | 02/28/2012 | 25,000 | (4) | — | | 33.79 |
| 02/28/2019 | — | | — |
| | | 03/13/2013 | 100,000 | (2) | — | | 65.75 |
| 03/13/2020 | — | | — |
| | | 02/26/2014 | 100,000 | (2) | — | | 78.52 |
| 02/26/2021 | — | | — |
| | | 03/06/2014 | 50,000 | (2) | — | | 74.71 |
| 03/06/2021 | — | | — |
| | | 02/27/2015 | 86,250 | | 28,750 | (3) | 91.75 |
| 02/27/2022 | — | | — |
| | | 02/25/2016 | 57,500 | | 57,500 | (3) | 105.13 |
| 02/25/2023 | — | | — |
| | | 03/07/2016 | — | | 225,000 | (5) | 105.39 |
| 03/07/2023 | — | | — |
| | | 03/07/2016 | — | | 175,000 | (6) | 105.39 |
| 03/07/2023 | — | | — |
| | | 02/28/2017 | 33,750 | | 101,250 | (3) | 119.04 |
| 02/28/2024 | — | | — |
| | | 09/15/2017 | 75,000 | | 225,000 | (2) | 142.13 |
| 09/15/2024 | — | | — |
| | | 09/15/2017 | — | | 300,000 | (7) | 142.13 |
| 09/15/2024 | — | | — |
| | | 09/15/2017 | — | | — | | — | — | 25,000 | (8) | 2,816,250 |
|
| | | 03/02/2018 | — | | 200,000 | (10) | 104.50 |
| 03/02/2025 | — | | — |
| | | 03/02/2018 | — | | 200,000 | (12) | 104.50 |
| 03/02/2025 | — | | — |
| | | | | | | | | | | | |
| | Robert J. Dzielak | 03/13/2013 | 35,232 | (2) | — | | 65.75 |
| 03/13/2020 | — | | — |
| | | 02/26/2014 | 65,000 | (2) | — | | 78.52 |
| 02/26/2021 | — | | — |
| | | 02/27/2015 | 48,750 | | 16,250 | (3) | 91.75 |
| 02/27/2022 | — | | — |
| | | 02/27/2015 | — | | — | | — | — | 2,898 | (3) | 326,460 |
|
| | | 02/25/2016 | 35,000 | | 35,000 | (3) | 105.13 |
| 02/25/2023 | — | | — |
| | | 02/28/2017 | 17,500 | | 52,500 | (3) | 119.04 |
| 02/28/2024 | — | | — |
| | | 03/02/2018 | — | | 81,004 | (3) | 104.50 |
| 03/02/2025 | — | | — |
| | | 03/02/2018 | — | | 40,502 | (11) | 104.50 |
| 03/02/2025 | — | | — |
| | | 03/02/2018 | — | | 51,280 | (12) | 104.50 |
| 03/02/2025 | — | | — |
| | | 03/02/2018 | — | | — | | — | — | 12,747 | (3) | 1,435,950 |
|
| | | | | | | | | | | | |
| | Alan R. Pickerill | 03/13/2013 | 500 | (2) | — | | 65.75 |
| 03/13/2020 | — | | — |
| | | 02/26/2014 | 4,500 | (2) | — | | 78.52 |
| 02/26/2021 | — | | — |
|
| | | | | | | | | | | | | |
| | | | Option Awards | | | Stock Awards |
| | | | | | | | | | Equity Incentive Plan Awards: |
| | Name | Grant Date (1) | Number of Securities Underlying
Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised
Options (#) Unexercisable | | Option Exercise Price ($) | Option Expiration Date | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| |
| | | 02/27/2015 | 4,225 | | 2,125 | (3) | 91.75 |
| 02/27/2022 | — | | — |
| | | 02/25/2016 | 3,750 | | 5,000 | (3) | 105.13 |
| 02/25/2023 | — | | — |
| | | 04/08/2016 | — | | — | | — | — | 1,085 | (3) | 122,225 |
|
| | | 02/28/2017 | 3,442 | | 10,326 | (3) | 119.04 |
| 02/28/2024 | — | | — |
| | | 09/15/2017 | 12,500 | | 37,500 | (2) | 142.13 |
| 09/15/2024 | — | | — |
| | | 03/02/2018 | — | | 40,502 | (3) | 104.50 |
| 03/02/2025 | — | | — |
| | | 03/02/2018 | — | | 40,502 | (11) | 104.50 |
| 03/02/2025 | — | | — |
| | | 03/02/2018 | — | | 51,280 | (12) | 104.50 |
| 03/02/2025 | — | | — |
| | | 03/02/2018 | — | | — | | — | — | 10,125 | (3) | 1,140,581 |
|
| |
| (1) | Represents the date on which the original grant was approved by the applicable compensation committee. |
| |
| (2) | Options, or RSUs, as the case may be, vest in four equal annual installments commencing on the first anniversary of the grant date. |
| |
| (3) | Options, or RSUs, as the case may be, vest in four equal installments commencing on February 15 in each of the first four years following the grant date. |
| |
| (4) | Options vested in full on February 28, 2016, the fourth anniversary of the grant date. |
| |
| (5) | Options vest in two equal installments on March 7, 2019 and March 7, 2021. |
| |
| (6) | Options vest in full in one installment on September 30, 2021, subject to satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021. |
| |
| (7) | Options vest in full in one installment on September 15, 2021, subject to satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021. |
| |
| (8) | RSUs vest in full in one installment on September 15, 2021, and are subject to the achievement of performance goals relating either to stock price performance or worldwide hotel bookings, which goals have been satisfied. |
| |
| (9) | RSUs vest in three equal installments commencing on the first anniversary of the grant date. |
| |
| (10) | Options vest in full on March 2, 2022, the fourth anniversary of the grant date. |
| |
| (11) | Options vest in two equal installments on March 2, 2020 and March 2, 2022. |
| |
| (12) | Options vest in two equal installments: (a) 50% on September 15, 2021, subject to satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021; and (b) 50% on September 30, 2021, subject to satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021. |
| |
| (13) | RSUs vest in full on June 20, 2021. |
| |
| (14) | Represents options to purchase American Depositary Shares of trivago N.V. granted pursuant to the trivago N.V. 2016 Omnibus Incentive Plan. Options vest in equal installments on each of the first three anniversaries of (i) January 3, 2017, for the option granted on March 6, 2017, or (ii) January 2, 2018, for the option granted on December 20, 2017. |
2018 Option Exercises and Stock Vested
The following table provides information regarding Expedia Group stock options exercised by and Expedia Group restricted stock unit awards vested for the named executive officers during 2018. |
| | | | | | | |
| | Option Awards | Stock Awards |
| Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) |
| | | | | | |
| Barry Diller | 49,868 | (4) | 4,315,577 |
| — | — |
| Peter M. Kern | — | | — | 2,105 | 252,642 |
|
| Mark D. Okerstrom | — | | — | 2,846 | 366,622 |
|
| Robert J. Dzielak | — | | — | 2,898 | 296,263 |
|
| Alan R. Pickerill | — | | — | 543 | 55,511 |
|
| |
| (1) | Represents the value of exercised options calculated by multiplying (i) the number of shares of Expedia Group’s common stock to which the exercise of the option related by (ii) the difference between the market price of Expedia Group's common stock at exercise and the exercise price of the options. |
| |
| (2) | Represents the gross number of shares acquired upon vesting of RSUs without taking into account any shares that may be withheld to satisfy applicable tax obligations. |
| |
| (3) | Represents the value of vested RSUs calculated by multiplying the gross number of vested RSUs by the closing price of Expedia Group common stock on the Nasdaq Stock Market on the vesting date or if the vesting occurred on a day on which the Nasdaq Stock Market was closed for trading, the immediately preceding trading day. |
| |
| (4) | Mr. Diller exercised options to purchase 49,868 shares of Expedia Group common stock, of which 8,834 shares were withheld and concurrently cancelled by the Company to cover the exercise price, and 20,479 shares were withheld and concurrently cancelled to cover tax obligations, with a net delivery of 20,555 shares. These options were granted to Mr. Diller in March 2011. Mr. Diller exercised the options in 2018 because the options were scheduled to expire. Mr. Diller holds the net shares acquired upon exercise. |
Potential Payments Upon Termination or Change in Control
Certain of our businessemployment agreements, compensation plans, and equity award agreements entitle some of our named executive officers to salary continuation, accelerated vesting of equity awards and other severance benefits in the event of a change in control of the Company and/or upon the termination of the executive’s employment with Expedia Group under specified circumstances. These plans and agreements are described below as they apply to our named executive officers.
Employment Agreement Severance Provisions
Qualifying Termination. Each of Messrs. Okerstrom, Pickerill and Dzielak have entered into an employment agreement with Expedia Group, pursuant to which, in the event of such executive’s termination of employment by the Company without cause (other than by reason of his death or disability) or by the executive for good reason (together, a “Qualifying Termination”) and subject to the executive executing a release of claims agreement:
Expedia Group will continue to pay base salary to Messrs. Okerstrom and Pickerill through the longer of the end of the term of the employment agreement (subject to a maximum of 36 months for Mr. Okerstrom only) and 12 months and to Mr. Dzielak for 12 months, except that Expedia Group may, at its sole discretion, choose to extend the payment period to 18 months (whether 12 or 18 months, the “Dzielak Continuation Period”), in each case payable in equal biweekly installments and provided that such payments will be offset by any amount earned by the executive from another employer during the relevant period;
Expedia Group will pay an amount equal to COBRA health insurance coverage for a period of 12 months for Messrs. Okerstrom and Pickerill and for the Dzielak Continuation Period for Mr. Dzielak in each case payable in a lump sum;
except as described below under “Okerstrom Long-Term Equity Awards” and “Dzielak/Pickerill Long-Term Equity Awards,” all equity holdings that otherwise would have vested during the 12-month period following termination of employment will accelerate, provided that equity awards that vest less frequently than annually shall be adversely affected.treated as though such awards vested annually; and
Messrs. Okerstrom, Pickerill and Dzielak will have 18 months following the date of termination to exercise any vested stock options (including stock options accelerated pursuant to the terms of the executive’s employment agreement) or, if earlier, through the scheduled expiration date of the options.
In addition, we haveMessrs. Okerstrom, Pickerill and Dzielak will be restricted from competing with the Company and from soliciting Company employees and business partners during a period following termination of their employment for any reason. For Messrs. Okerstrom and Pickerill the applicable period is the longer of the term of their employment agreement and eighteen months, and in the past and may again incase of Mr. Dzielak it is the future, restructure portions of our global workforce to simplify and streamline our organization, improve our cost structure and strengthen our overall businesses. These changes could affect employee morale and productivity and be disruptive to our business and financial performance.
Legal and Regulatory Risks
Our alternative accommodations business is subject to regulatory risks, which could have a material adverse effect on our operations and financial results.
Our alternative accommodations business has been, and continues to be, subject to regulatory developments that affect the alternative accommodation industry and the ability of companies like us to list those alternative accommodations online. For example, some states and local jurisdictions have adopted or are considering statutes or ordinances that prohibit or limit the ability of property owners and managers to rent certain properties for fewer than 30 consecutive days, or that regulate short term rental platforms’ ability to list alternative accommodations, including prohibiting the listing of unlicensed properties. Other states and local jurisdictions may introduce similar regulations. Many homeowners, condominium and neighborhood associations have adopted rules that prohibit or restrict short-term rentals. In addition, many of the laws that impose taxes or other obligations on travel and lodging companies were established before the growth of the internet and the alternative accommodation industry, which creates a risk of those laws being interpreted in ways not originally intended that could burden property owners and managers or otherwise harm our business.
These risks could have a material adverse effect on our alternative accommodations business and results of operations, which in turn could have a material adverse effect on Expedia Group’s operations and financial results.
A failure to comply with current laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.
Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to travel and alternative accommodation licensing and listing requirements, the internet and online commerce, internet advertising and price display, consumer protection, licensing and regulations relating to the offer of travel insurance and related products, anti-corruption, anti-trust and competition, economic and trade sanctions, tax, banking, data security, the provision of payment services and privacy. As a result, regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us if our practices were found not to comply with applicable regulatory or licensing requirements or any binding interpretation of such requirements. Unfavorable changes or
interpretations could decrease demand for our products and services, limit marketing methods and capabilities, affect our margins, increase costs and/or subject us to additional liabilities or requirements for licensing.
For example, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and online commerce that may relate to liability for information retrieved from or transmitted over the internet, display of certain taxes and fees, online editorial and user-generated content, user privacy, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of products and services. Furthermore, the growth and development of online commerce may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, which may impose additional burdens on online businesses generally.
Likewise, the SEC, Department of Justice (“DOJ”) and Office of Foreign Assets Controls (“OFAC”), as well as foreign regulatory authorities, have continued to increase the enforcement of economic sanctions and trade regulations, anti-money laundering, and anti-corruption laws, across industries. U.S. economic sanctions relate to transactions with designated foreign countries, including Cuba, Iran, North Korea, Syria and nationals and others of those countries, Ukraine/Russia related sanctions, as well as certain specifically targeted individuals and entities. We believe that our activities comply with OFAC, European Union, United Kingdom and other regulatory authorities’ economic sanction and trade regulations, as well as anti-money laundering and anti-corruption regulations, including the Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act and the UK Criminal Finances Act. As regulations continue to evolve and regulatory oversight continues to increase, we cannot guarantee that our programs and policies will be deemed compliant by all applicable regulatory authorities. In the event our controls should fail or are found to be out of compliance for other reasons, we could be subject to monetary damages, civil and criminal money penalties, litigation and damage to our reputation and the value of our brands.
We also have been subject, and we will likely be subject in the future, to inquiries or legal proceedings from time to time from regulatory bodies concerning compliance with economic sanctions, consumer protection, competition, tax and travel industry-specific laws and regulations, including but not limited to investigations and legal proceedings relating to the travel industry and, in particular, parity provisions in contracts between hotels and online travel companies, including Expedia Group, and the presentation of information to consumers, as described in Part I, Item 3, Legal Proceedings - Competition and Regulatory Matters. The failure of our businesses to comply with these laws and regulations could result in fines and/or proceedings against us by governmental agencies and/or consumers, which if material, could adversely affect our business, financial condition and results of operations. Furthermore, if such laws and regulations are not enforced equally against other competitors in a particular market, our compliance with such laws may put us at a competitive disadvantage vis-à-vis competitors who do not comply with such requirements. We are unable at this time to predict the timing or outcome of these various investigations and lawsuits or similar future investigations or lawsuits, and their impact, if any, on our business and results of operations.
The promulgation of new laws, rules and regulations, or the new interpretation of existing laws, rules and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we provide travel services could require us to change certain aspects of our business, operations and commercial relationships to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and/or subject the company to additional liabilities.
Furthermore, our future growth may be limited by anti-trust or competition laws. For example, our business has grown and continues to expand, and, as a consequence, increases in our size and market share may negatively affect our ability to obtain regulatory approval of proposed acquisitions, investments or significant commercial arrangements, any of which could adversely affect our ability to grow and compete.
Application of existing tax laws, rules or regulations are subject to interpretation by taxing authorities.
The application of various domestic and international income and non-income tax laws, rules and regulations to our historical and new products and services is subject to interpretation by the applicable taxing authorities. These taxing authorities have become more aggressive in their interpretation and/or enforcement of such laws, rules and regulations over time, as governments are increasingly focused on ways to increase revenues. This has contributed to an increase in audit activity and harsher stances by tax authorities and has also resulted in legislative action, including new taxes on services and gross revenue and through other indirect taxes. As such, additional taxes or other assessments may be in excess of our current tax reserves or may require us to modify our business practices, and incur additional cost to comply, any of which could have a material adverse effect on our business, results of operations and financial condition.
A number of taxing authorities haveDzielak Continuation Period. Any cash payments made inquiries, filed lawsuits and/or levied assessments asserting we are required to collect and remit hotel occupancy, state and local sales or use taxes or other taxes, including, but not limited to, the legal proceedings described in Part I, Item 3, Legal Proceedings. We are also in various stages of inquiry or audit with multiple jurisdictions regarding the application of value added/goods and services tax to our transactions. While we believe we comply with applicable tax laws in the jurisdictions in which we facilitate travel reservations, tax authorities may conclude we owe additional taxes and issue tax assessments.
We have in the past been required, and may in the future be required, in certain domestic and foreign jurisdictions to pay any such tax assessments prior to contesting their validity, which payments may be substantial. This requirement is commonly 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. A description of recent significant “pay-to-play” payments and refunds, as well as ongoing tax inquiries or audits in other “pay-to-play” jurisdictions, is included in NOTE 16 — Commitments and Contingencies in the notes to the consolidated financial statements.
Significant judgment and estimation is required in determining our worldwide tax liabilities. In the ordinary course of our business, there are transactions and calculations, including intercompany transactions and cross-jurisdictional transfer pricing, for which the ultimate tax determination is uncertain or otherwise subject to interpretation. Tax authorities may disagree with our intercompany charges, including the amount of or basis for such charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. For example, the IRS notified us of a proposed adjustment relating to transfer pricing with our foreign subsidiaries in connection with the examination ofseverance provisions described above shall be offset by any cash amounts earned from another employer during the 2009-2010 tax years, and although we disagree with the IRS’ position and are challenging the adjustments, the ultimate resolution is uncertain and, if resolved in a manner unfavorable to us, may adversely affect our financial results. We believe our tax estimates are reasonable, however, the final determination of tax audits could be materially different from our historical tax provisions and accruals in which case we may be subject to additional tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our cash flows, financial condition and results of operations.applicable time period.
Brexit may create additional indirect tax implications for our business. There is uncertainty as to the manner and timing of the withdrawal of the United Kingdom from the European Union and the operation and application of relevant tax lawsAs defined in the context of the withdrawal agreement scenarios. Depending upon the outcome, we may have a materialOkerstrom, Dzielak and adverse impact to our business.Pickerill employment agreements:
The enactment of legislation implementing changes in taxation of international business activities, the adoption of other corporate tax reform policies, or changes in tax legislation or policies could materially affect our financial position and results of operations.
Many of the underlying laws, rules or regulations imposing taxes and other obligations were established before the growth of the digital economy. Certain jurisdictions have enacted new tax laws, rules and regulations directed at the digital economy and multi-national businesses. If existing tax laws, rules or regulations are amended, or if new unfavorable tax laws, rules or regulations are enacted, including with respect to occupancy, sales, value-added taxes, digital services tax, withholding taxes, revenue based taxes, unclaimed property, or other tax laws applicable to the digital economy or multi-national businesses, the results of these changes could increase our tax liabilities. Possible outcomes include double taxation, multiple levels of taxation, or additional obligations, prospectively or retrospectively and subject us to interest and penalties. Demand for our products and services could decrease if we pass on such costs to the consumer, result in increased costs to update or expand our technical or administrative infrastructure or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions. The outcome of these changes could have an adverse effect on our business or financial performance.
Some jurisdictions have enacted laws that require online digital platforms to report user activity or collect and remit taxes from some or all of the travel suppliers listing on the online platform. We periodically receive requests from tax authorities for information regarding accommodation providers listing on some of our sites as well as traveler information along with details of certain transactions through our sites, and in some cases we have been legally obligated to provide this data. The cost of complying with these new rules and information requests may harm our business.
Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in several jurisdictions. For example, the Tax Act reformed U.S. corporate income taxes and, among other things, reduced the U.S. corporate income tax rate from 35% to 21%, but imposed base-erosion prevention measures as well as a one-time mandatory deemed repatriation tax on accumulated foreign earnings. Our estimates of the financial impact of the Tax Act may change as we review our analysis and as additional guidance becomes available. In general, changes in tax laws may affect our tax rate, increase our tax liabilities, carrying value of deferred tax assets, or our deferred tax liabilities.
In October 2015, the Organization for Economic Co-Operation and Development (“OECD”) released a final package of suggested measures to be implemented by member nations in response to a 2013 action plan calling for a coordinated multi-jurisdictional approach to “base erosion and profit shifting” (“BEPS”) by multinational companies. Multiple member jurisdictions, including countries in which we operate, have implemented recommended changes such as country by country
reporting (“CBCR”). The CBCR standards require multinationals to disclose certain financial and economic indicators across geographies. The CBCR disclosure is expected to result in increased global tax audit activity.
In March 2018, the OECD proposed measures to address the application of corporate tax to companies operating in the digital economy. Following the OECD’s announcement, the European Commission published proposals for European Union (“EU”) member states to introduce a new digital services tax on the revenue of companies that provide certain digital services. Several territories both within and outside the EU, including geographies in which we operate, have proposed similar measures to introduce new digital services taxes on companies. At present, there is limited guidance as to the applicability of these taxes to our business. These taxes are likely to be incremental to the taxes currently incurred by the Company and could result in taxation of the same revenue in multiple countries. If enacted, these proposed measures could have an adverse effect on our business or financial performance.
Additional legislative changes are anticipated in upcoming years, including but not limited to increased disclosure of company activities and the introduction of other new taxes specifically targeting the digital economy. Certain countries have adopted or have proposed the adoption of unilateral changes, thus increasing the risk of double taxation or multiple layers of taxation without relief. Any changes to U.S. or international tax laws or interpretation of current or existing law could impact the tax treatment of our revenue or earnings and adversely affect our profitability. Our tax liabilities in the future could also be adversely affected by changes to our operating structure, changes in the mix of revenue and earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or the discontinuance of beneficial tax arrangements in certain jurisdictions.
We continue to work with, as appropriate, relevant governmental authorities and legislators to clarify our obligations under existing, new and emerging tax laws, rules and regulations. However, due to the large scale of our international business activities any substantial changes in international corporate tax policies, enforcement activities or legislative initiatives may materially and adversely affect our business, the amount of taxes we are required to pay, our financial condition and results of operations generally.
We are involved in various legal proceedings and may experience unfavorable outcomes, which could adversely affect our business and financial condition.
We are involved in various legal proceedings and claims involving taxes, personal injury, contract, alleged infringement of third-party intellectual property rights, antitrust, consumer protection, securities laws, and other claims, including, but not limited to, the legal proceedings described in Part I, Item 3, Legal Proceedings. These matters may involve claims for substantial amounts of money or for other relief that might necessitate changes to our business or operations. The defense of these actions has been, and will likely continue to be, both time consuming and expensive and the outcomes of these actions cannot be predicted with certainty. Determining reserves for pending litigation is a complex, fact-intensive process that requires significant legal judgment. It is possible that unfavorable outcomes in one or more such proceedings could result in substantial payments that could adversely affect our business, consolidated financial position, results of operations, or cash flows in a particular period.
We cannot be sure that our intellectual property and proprietary information is protected from copying or use by others, including potential competitors.
Our websites and mobile applications rely on content, brands, domain names and technology, much of which is proprietary. We establish and protect our intellectual property by relying on a combination of trademark, domain name, copyright, trade secret and patent laws in the U.S. and other jurisdictions, license and confidentiality agreements, and internal policies and procedures. In connection with our license agreements with third parties, we seek to control access to, and the use and distribution of, our proprietary information and intellectual property. Even with these precautions, however, it may be possible for another party to copy or otherwise obtain and use our intellectual property without our authorization or to develop similar intellectual property independently. Effective trademark, domain name, copyright, patent and trade secret protection may not be available in every jurisdiction in which our services are made available, and policing unauthorized use of our intellectual property is difficult and expensive. We cannot be sure that the steps we have taken will prevent misappropriation or infringement of intellectual property. Any misappropriation or violation of our rights could have a material adverse effect on our business. Furthermore, we may need to go to court or other tribunals to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. These proceedings might result in substantial costs and diversion of resources and management attention.
We currently license from third parties some of the technologies, content and brands incorporated into our websites. As we continue to introduce new services that incorporate new technologies, content and brands, we may be required to license additional technology, content or brands. We cannot be sure that such technology, content and brand licenses will be available on commercially reasonable terms, if at all.
Technology, Information Protection and Privacy Risks
We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to invest in and adapt to technological developments and industry trends could harm our business.
We depend on the use of sophisticated information technologies and systems, including technology and systems used for website and mobile applications, reservations, customer service, supplier connectivity, communications, procurement, payments, fraud detection and administration. As our operations grow in size, scope and complexity, we must continuously improve and upgrade our systems and infrastructure to offer an increasing number of travelers enhanced products, services, features and functionality, while maintaining or improving the reliability and integrity of our systems and infrastructure.
Our future success also depends on our ability to adapt our services and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of our service in response to competitive service and product offerings. Cloud computing, the continued growth of alternative platforms and mobile computing devices, the emergence of niche competitors who may be able to optimize products, services or strategies that use cloud computing or for such platforms, as well as other technological changes, including new devices, services and home assistants, such as Amazon’s Echo and Alexa Voice and Google Home, and developing technologies, such as machine learning, artificial intelligence, chatbot and virtual reality technologies, have, and will continue to require, new and costly investments. Transitioning to these new technologies may be disruptive to resources and the services we provide, and may increase our reliance on third party service providers. For example, we are in the midst of a multi-year project to migrate products, data storage and functionality and significantly increase our utilization of public cloud computing services, such as Amazon Web Services.
In addition, we may not be successful, or may be less successful than our current or new competitors, in developing technology that operates effectively across multiple devices and platforms and that is appealing to consumers, either of which would negatively impact our business and financial performance. New developments in other areas, such as cloud computing and software as a service provider, could also make it easier for competition to enter our markets due to lower up-front technology costs. In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner.
We have been engaged in a multi-year effort to migrate key portions of our consumer, affiliate and corporate travel sites, and back office application functionality, to new technology platforms to enable us to improve conversion, innovate more rapidly, achieve better search engine optimization and improve our site merchandising and transaction processing capabilities, among other anticipated benefits. Implementations and system enhancements such as these have been in the past, and may continue to be in the future, more time consuming and expensive than originally anticipated, and the resources devoted to those efforts have adversely affected, and may continue to adversely affect, our ability to develop new site features. In addition, during the migration process the sites have in the past, and may continue in the future, to experience reduced functionality, decreases in conversion rates, and increased costs relating to maintaining redundant systems. Also, we may be unable to devote financial resources to new technologies and systems, or enhancements to existing infrastructure, technologies and systems, in the future. Overall, these implementations and systems enhancements may not achieve the desired results in a timely manner, to the extent anticipated, or at all. If any of these events occur, our business and financial performance could suffer.
System interruption, security breaches and the lack of redundancy in our information systems may harm our businesses.
We rely on information technology systems, including the internet and third-party hosted services, to support a variety of business processes and activities and to transmit and store data, including booking transactions, intellectual property, our proprietary business information and that of our suppliers and business partners, personally identifiable information of our customers and employees, and invoicing information and the collection of payments, accounting, procurement, and supply chain activities. In addition, we rely on our information technology systems to process financial information and results of operations for internal reporting purposes and to comply with financial reporting, legal, and tax requirements. The risk of a cybersecurity-related attack, intrusion, or disruption, including through spyware, viruses, phishing, denial of service and similar attacks by criminal organizations, hacktivists, foreign governments, and terrorists, is persistent. In addition, as we continue to integrate legacy systems from our acquired companies, such as Orbitz and HomeAway, into our information technology systems, we increase the risk of these system interruptions. We have experienced and may in the future experience system interruptions that make some or all of these systems unavailable or prevent us from efficiently fulfilling orders or providing services to third parties. These interruptions could include security intrusions and attacks on our systems for fraud or service interruption. Significant interruptions, outages or delays in our internal systems, or systems of third parties that we rely upon - including multiple co-location providers for data centers, cloud computing providers for application hosting, and network access providers - and network access, or deterioration in the performance of such systems, would impair our ability to process
transactions, decrease our quality of service that we can offer to our customers, damage our reputation and brands, increase our costs and/or cause losses.
Potential security breaches to our systems or the systems of our service providers, whether resulting from internal or external sources, could significantly harm our business. We devote significant resources to network security, monitoring and testing, employee training, and other security measures, but there can be no guarantee that these measures will prevent all possible security breaches or attacks. A party, whether internal or external, that is able to circumvent our security systems could misappropriate customer or employee information, intellectual property, proprietary information or other business and financial data or cause significant interruptions in our operations. We may need to expend additional significant resources to protect against security breaches or to address problems caused by breaches, and a security breach resulting in the reduction of website availability could cause a loss of substantial business volume during“Good reason” means the occurrence of any such incident. Becauseof the techniques usedfollowing without the executive’s consent (i) the Company’s material breach of any material provision of the executive’s employment agreement, (ii) the material reduction in the executive’s title, duties or reporting responsibilities, (iii) a material reduction in the executive’s base salary, or (iv) the relocation of the executive’s principal place of employment more than 50 miles outside of the Seattle metropolitan area, in each case, following a requisite notice and cure period in favor of the Company; and
“Cause” means the executive’s (i) plea of guilty or nolo contendere to, sabotage security change frequently, are often not recognized until launched againstconviction for, or the commission of, a target, and may originate from less regulatedfelony offense, (ii) material breach of a fiduciary duty owed to the Company or remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventive measures. Security breaches could result in negative publicity, damage to reputation, exposure to risk of loss or litigation and possible liability due to regulatory penalties and sanctions or pursuant to our contractual arrangements with payment card processors for associated expenses and penalties. Security breaches could also cause travelers and potential users and our business partners to lose confidence in our security, which would have a negative effect on the value of our brands. Our failure to quickly respond to or adequately protect against attacks or intrusions, whether for our own systems or systems of vendors, could expose us to security breaches that could have an adverse impact on financial performance.
In addition, no assurance can be given that our backup systems or contingency plans will sustain critical aspects of our operations or business processes in all circumstances, many other systems are not fully redundant and our disaster recovery or business continuity planning may not be sufficient. Fire, flood, power loss, telecommunications failure, break-ins, earthquakes, acts of war or terrorism, acts of God, computer viruses, electronic intrusion attempts from both external and internal sources and similar events or disruptions may damage or impact or interrupt computer or communications systems or business processes at any time. Although we have put measures in place to protect certain portions of our facilities and assets, any of these events could cause system interruption, delays and lossits subsidiaries, (iii) material breach of critical data, and could prevent us from providing services to our travelers and/or third parties for a significant period of time. In addition, any remediation efforts may be costly for which we may not have adequate insurance to cover such losses or costs. Moreover, the costs of enhancing infrastructure to attain improved stability and redundancy may be time consuming and expensive and may require resources and expertise that are difficult to obtain.
We process, store and use customer and employee personal, financial and other data, which subjects us to risks stemming from possible failure to comply with governmental regulation and other legal obligations, as well as litigation and reputational risks associated with the failure to protect such data from unauthorized use, theft or destruction.
We process, store and use customer and employee personal, financial and other data obtained from users of our websites and mobile applications and from our administrative functions. There are numerous laws regarding the storing, sharing, use, processing, disclosure and protection of customer and employee personal, financial and other data, the scope of which is changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection. It is possible, however, that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or the practices of the companies.
Any failure or perceived failure by us, or our service providers, to comply with the privacy policies, privacy-related obligations to users or other third parties, or privacy related legal obligations, or any compromise of security that results in the unauthorized use, theft or destruction of such data, may result in a material loss of revenues from the potential adverse impact to our reputation and brand, our ability to retain customers or attract new customers and the potential disruption to our business and plans. In addition, such an event could result in violations of applicable U.S. and international laws, governmental enforcement actions and consumer or securities litigation. Such events could also subject us to bank fines, penalties or increased transaction costs, damage our reputation and brands, impair our relationships with current and potential business partners and key service providers, all of which could have an adverse effect on our business.
We are subject to privacy regulations, and compliance with these regulations could impose significant compliance burdens.
The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet have recently come under increased public scrutiny. The U.S. Congress and federal agencies, including the Federal Trade Commission and the Department of Commerce, are reviewing the need for greater regulation for
the collection and use of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices. U.S. courts are also considering the applicability of existing federal and state statutes, including computer trespass and wiretapping laws, to the collection and exchange of information online. Four U.S. states, including California, passed comprehensive privacy legislation that will go into effect in beginning in 2019 or 2020, and 15 additional states are considering privacy legislation this legislative term. In addition, the European Union’s newly adopted privacy and data security regulation, the General Data Protection Regulation, or GDPR, that went into effect in May 2018, requires companies to implement and remain compliant with regulations regarding the handling of personal data, including its use, protection and the ability of persons whose data is stored to correct or delete such data about themselves. At least 12 additional countries in Asia, Eastern Europe and Latin America have passed or are considering similar privacy regulations, resulting in additional compliance burdens and uncertainty as to how some of these laws will be interpreted. We have invested, and expect to continue to invest, significant resources to comply with the GDPR and other privacy laws and regulations. Failure to meet any of the requirements of these laws and regulations could result in significant penalties or legal liability, adverse publicity and/or damage to our reputation, which could negatively affect our business, results of operations and financial condition.
Financial and Market Risks
We have foreign exchange risk.
We conduct a significant and growing portion of our business outside the United States. As a result, we face exposure to movements in currency exchange rates, particularly those relatedcovenants made pursuant to the British pound sterling, euro, Canadian dollar, Australian dollar, Thai baht, Brazilian real,executive’s employment agreement, (iv) willful or gross neglect of the material duties required by the executive’s employment agreement, or (v) knowing and Nordic currencies.material violation of any Company policy pertaining to ethics, legal compliance, wrongdoing or conflicts of interest, subject to certain qualifications.
These exposures include but areMessrs. Diller and Kern do not limited to re-measurement gains and losses from changeshave an employment agreement with the Company.
Expedia Group 2005 Plan Change in the value of foreign denominated monetary assets and liabilities; translation gains and losses on foreign subsidiary financial results that are translated into U.S. dollars upon consolidation; fluctuations in accomodation revenue due to relative currency movements from the time of bookingControl Equity Acceleration
Pursuant to the time of stay; planning risk related to changes in exchange rates between the time we prepare our annual and quarterly forecasts and when actual results occur; and the impact of relative exchange rate movements on cross-border travel such as from Europe to the United States and the United States to Europe.
Depending on the size of the exposures and the relative movements of exchange rates, if we choose not to hedge or fail to hedge effectively our exposure, we could experience a material adverse effect on our financial statements and financial condition. As we have seen in some recent periods,Expedia Group 2005 Plan, in the event of severe volatilitya change in exchange rates these exposures can increase,control, outstanding stock options and the impact on our resultsRSUs held by employees with a title of operations can be more pronounced. In addition, the current environment and the increasingly global natureSenior Vice President or above, including each of our business have made hedging these exposures more complex. We have increasednamed executive officers, will become fully vested and, plan to continue increasing the scope and complexity of our foreign exchange risk management. We make a number of estimates in conducting hedging activities including in some cases cancellations and payments in foreign currencies. In addition, an effective exchange rate hedging program is dependent upon effective systems, accurate and reliable data sources, controls and change management procedures. In the event our estimates differ significantly from actual results or if we fail to adopt effective hedging processes, we could experience greater volatility as a result of our hedging activities.
Our stock price is highly volatile.
The market price of our common stock is highly volatile and could continue to be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:
Quarterly variations in our operating and financial results;
Operating and financial results that vary from the expectations of securities analysts and investors, including failure to deliver returns on technology, supply or emerging market marketing investments;
Changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
Rating agency credit rating actions or pronouncements;
Reaction to our earnings releases and conference calls, or presentations by executives at investor and industry conferences;
Worldwide macro-economic and financial market conditions, and fluctuations in currency exchange rates;
Changes in our capital or governance structure;
Changes in the stock price or market valuations of trivago, our majority-owned, publicly traded subsidiary, whose stock price is also highly volatile;
Changes in market valuations of other internet or online service companies;
Changes in device and platform technologies and search industry dynamics, such as key word pricing and traffic, or other changes that negatively affect our ability to generate traffic to our websites;
Announcements of dividends or changes in the amount or frequency of our dividends;
Announcements by us or our competitors of technological innovations, new services or promotional and discounting activities;
Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
Loss of a major travel supplier, such as an airline, hotel or car rental chain;
Changes in the status of our intellectual property rights;
Lack of success in the expansion of our business model geographically;
Claims or proceedings against us or adverse developments or decisions in pending proceedings;
Significant security breaches;
Additions or departures of key personnel;
Rumors or public speculation about any of the above factors; and
Price and volume fluctuations in the stock markets in general.
Volatility in our stock price could also make us less attractive to certain investors, and/or invite speculative trading in our common stock or debt instruments.
We may experience constraints in our liquidity and may be unable to access capital when necessary or desirable, either of which could harm our financial position.
We have experienced, and may experience in the future, declines in seasonal liquidity and capital provided by our merchant hotel business, which has historically provided a meaningful portion of our operating cash flow and is dependent on several factors, including the rate of growth of our merchant hotel business and the relative growth of businesses which consume rather than generate working capital, such as our agency hotel, advertising and managed corporate travel businesses and payment terms with suppliers. We also continued to see growth in both our merchant (Expedia Collect) and our agency (Hotel Collect) hotel products. To the extent our merchant hotel business stopped growing or began to decline, it would likely result in pressure on our working capital cash balances, cash flow over time and liquidity.
The availability of funds depends in significant measure on capital markets and liquidity factors over which we exert no control. In light of periodic uncertainty in the capital and credit markets, we can provide no assurance that sufficient financing will be available on desirable or even any terms to fund investments, acquisitions, stock repurchases, dividends, debt refinancing or extraordinary actions or that our counterparties in any such financings would honor their contractual commitments. In addition, any downgrade of our debt ratings by Standard & Poor’s, Moody’s Investor Service, Fitch or similar ratings agencies, increases in general interest rate levels and credit spreads or overall weakening in the credit markets could increase our cost of capital.
We have significant indebtedness, which could adversely affect our business and financial condition.
We have outstanding long-term indebtedness, excluding current maturities, with a face value of $3.7 billion and we have a $2.0 billion unsecured revolving credit facility. Risks relating to our indebtedness include:
Increasing our vulnerability to general adverse economic and industry conditions;
Requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
Making it difficult for us to optimally capitalize and manage the cash flow for our businesses;
Limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;
Placing us at a competitive disadvantage compared to our competitors that have less debt; and
Limiting our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable.
The agreements governing our indebtedness contain various covenants that may limit our ability to effectively operate our businesses, including those that restrict our ability to, among other things:
Borrow money, and guarantee or provide other support for indebtedness of third parties including guarantees;
Pay dividends on, redeem or repurchase our capital stock;
Enter into certain asset sale transactions, including partial or full spin-off transactions;
Enter into secured financing arrangements;
Enter into sale and leaseback transactions; and
Enter into unrelated businesses.
In addition, our credit facility requires that we meet certain financial tests, including an interest coverage test and a leverage ratio test.
Any failure to comply with the restrictions of our credit facility or any agreement governing our other indebtedness may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds (including periodic rollovers of existing borrowings). In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business. The terms of our credit facility and the indentures governing our outstanding senior notes allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the risks described above could intensify.
We are exposed to various counterparty risks.
We are exposed to the risk that various counterparties, including financial entities, will fail to perform. This creates risk in a number of areas, including with respect to our bank deposits and investments, foreign exchange risk management, insurance coverages, and letters of credit. As it relates to deposits, as of December 31, 2018, we held cash in bank depository accounts of approximately $1.7 billion(primarily in Bank of America, The Bank of Tokyo-Mitsubishi UFJ, BNP Paribas, HSBC, JPMorgan Chase, Lloyds Bank plc, Standard Chartered Bank, and Sumitomo Mitsui Banking Corporation) and held term deposits of approximately $566 million at financial institutions including, HSBC, National Australia Bank, and The Bank of Nova Scotia. Additionally, majority-owned subsidiaries held cash of approximately $134 million (primarily in BNP Paribas and Deutsche Bank) and held term deposits of approximately $86 million at Deutsche Bank. As it relates to foreign exchange, as of December 31, 2018, we were party to forward contracts with a notional value of approximately $2.8 billion, the fair value of which was an asset of approximately $22 million. The counterparties to these contracts were primarily Australia and New Zealand Banking Group, Barclays Bank, Bank of America, The Bank of Tokyo-Mitsubishi UFJ, Mizuho Bank, Citibank, Goldman Sachs, HSBC, Royal Bank of Canada, Standard Chartered Bank, Societe Generale, and Wells Fargo. We employ forward contracts to hedge a portion of our exposure to foreign currency exchange rate fluctuations. At the end of the deposit term or upon the maturity of the forward contracts, the counterparties are obligated, or potentially obligated in the case of forward contracts, to return our funds or pay us net settlement values. If any of these counterparties were to liquidate, declare bankruptcy or otherwise cease operations, it may not be able to satisfy its obligations under these time deposits or forward contracts. In addition, we face significant credit risk and potential payment delays withoptions, fully exercisable (“Single Trigger Event”). With respect to non-financial contract counterparties including oura Single Trigger Event, any restrictions applicable to restricted stock and RSUs will lapse, and RSUs will be considered earned and payable in full and will be settled in cash or shares of Expedia Partner Solutions partners, which mayGroup common stock as promptly as practicable, except to the extent such settlement must be exacerbated by economic downturns. The realizationdelayed pursuant to the rules and regulations of anySection 409A of these risks could have an adverse impact on our business and financial performance.the Code.
Governance RisksThe Expedia Group 2005 Plan defines a “change in control” as follows:
another party, other than Mr. Diller, currently effectively controls Expedia Group. If Mr. Diller ceases to control the company, Liberty Expedia Holdings, Inc. may effectively controlor their respective affiliates, acquires the company.
Subject to the termsbeneficial ownership of a Stockholders Agreement between Mr. Diller and Liberty Expedia Holdings, Mr. Diller holds an irrevocable proxy to vote shares of Expedia Group stock held by Liberty Expedia Holdings, which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings until the earlier of May 4, 2019 or the occurrence of certain termination events. By virtueat least 50% of the agreements between Mr. Diller and Liberty Expedia Holdings and their respective holdings in Expedia Group, theCompany’s outstanding voting power of an irrevocable proxy granted to Mr. Diller by John C. Malone and Leslie Malone over their shares in Liberty Expedia Holdings and the governance arrangements at Liberty Expedia Holdings, during the period the assignment of the Diller Proxy and the proxy granted him by the Malones are in effect, Mr. Diller is effectively able to control the outcome of nearly all matters submitted to a vote or for the consent of our stockholders (other thanstock, with respect to the election by the holders of common stock of 25% of certain exceptions;
the members of ourthe Board as of Directors and matters as to which Delaware law requires a separate class vote). Upon Mr. Diller’s permanent departure fromthe date the Expedia Group 2005 Plan was adopted by the irrevocable proxy would terminate and depending onBoard (the “incumbent Board members”) cease to constitute a majority of the capitalizationBoard (with replacement directors that are endorsed by a majority of Expedia Group atthe Company directors who are incumbent Board members generally counting as incumbent Board members);
the Company consummates a merger, reorganization or consolidation with another party, or the sale or other disposition of all or substantially all of the Company’s assets or the purchase of assets or stock of another entity (“Business Combination”), unless (A) all or substantially all of the beneficial stockholders of the Company immediately prior to such time, Liberty Expedia Holdings could effectively control the voting
power of our capital stock. As a result of their agreements and respective holdings in Expedia Group, Mr. Diller and Liberty Expedia Holdings may be deemed to share voting power over securities representing approximately 55%Business Combination retain more than 50% of the combined voting power of the outstanding Expedia Group capitalvoting securities of the entity resulting from the Business Combination in substantially the same proportions as their ownership of voting stock as of December 31, 2018.
In addition, under a Governance Agreement amongimmediately prior to such Business Combination, (B) no person (excluding Mr. Diller, Liberty Expedia Holdings, Inc. and Expedia, Inc., as amended,their respective affiliates, any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns more than a majority of the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership of the Company existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or equivalent governing body, if applicable) of the entity resulting from the Business Combination were incumbent members of the Company’s Board at the time of the initial agreement or Board action providing for such Business Combination; or
the Company’s stockholders approve the complete liquidation or dissolution of the Company.
Incremental Vesting Equity Awards
Other than new-hire grants or special equity awards, stock option and RSU awards to employees, including the named executive officers, have historically been subject to incremental vesting whereby 25% of the stock option or RSU award vests and, in the case of stock options, becomes exercisable in each of the four years following the grant, subject to continued service with us through each applicable vesting date (“Incremental Vesting Equity Awards”).
Each of our named executive officers other than Mr. Diller and Liberty Expedia Holdings generally hasKern held Incremental Vesting Equity Awards that were unvested as of December 31, 2018. In the right to consent to limited mattersevent of a change in control, these equity awards vest as described in the event that we incur debt such that our ratio of total debt to EBITDA, as definedsection above titled “Expedia Group 2005 Plan Change in Control Equity Acceleration”, and, if applicable, in the Governancesection above titled “Employment Agreement equalsSeverance Provisions” upon a Qualifying Termination.
Kern Equity Awards
Initial RSU Award. In connection with his appointment as Vice Chairman of the Company, Mr. Kern was granted an award of 50,000 restricted stock units on August 17, 2018, with a vest date of June 20, 2021, subject to Mr. Kern’s continued employment with the Company (the “2018 Kern Cliff-Vest RSUs”). In the event of a Qualifying Termination, or exceeds 8:1 over a continuous 12-month period. We cannot assure you that Mr. Diller and Liberty Expedia Holdings will consent to any such matter at a time when we are highly leveraged, in which case we would not be able to engage in such transactions or take such actions.
Asas a result of Mr. Diller’s and Liberty Expedia Holdings’ ownership interests and voting power,Kern’s death or disability, the agreements between2018 Kern Cliff-Vest RSUs will vest on a pro-rated basis for each full month from the date of grant to the first anniversary of the termination date. For the purposes of the 2018 Kern Cliff-Vest RSUs, “good reason” also includes Mr. Diller no longer serving as Chairman and Liberty Expedia HoldingsSenior Executive Officer of the Company (or comparable positions of and betweenexecutive leadership).
Director RSUs. Prior to his appointment as Vice Chairman of the Company, Mr. DillerKern was entitled to receive standard non-employee director compensation in accordance with the Company’s compensation policies and practices for the Malones, andBoard, which included annual grants of restricted stock units on June 1 that vest in equal installments on the governance structure at Liberty Expedia Holdings,first three anniversaries of the grant date, subject to Mr. Diller is currently in a position to control or influence, and Liberty Expedia Holdings is in a position to influence, significant corporate actions, including, corporate transactions suchKern’s continued service as mergers, business combinations or dispositions of assets. As a result of Liberty Expedia Holdings’ ownership interests and voting power upon Mr. Diller’s permanent departure from Expedia Group, in the future Liberty Expedia Holdings may be in a position to control or influence such corporate actions. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to us.
On February 4, 2019, Expedia Group filed a Current Report on Form 8-K (the “Form 8-K”) reporting that Liberty Expedia Holdings and Mr. Diller filed an amended statement on Schedule 13D/A that included a description of discussions that had taken place between a member of Expedia Group managementthe Board (the “Kern Director RSUs”). In the event of a Change in Control (as authorized by a special committee of disinterested directors formed bydefined in the Expedia Group Board of Directors) and a member of Liberty Expedia Holdings management (as authorized by a committee of2005 Plan), the Board of Directors of Liberty Expedia Holdings composed of all of Liberty Expedia Holdings’ Series A common stock directors) regarding a potential business combination transactionKern Director RSUs will vest in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock wouldfull. If Mr. Kern ceases to be exchanged for newly issued shares of Expedia Group common stock. The Form 8-K also described expectations regarding (i) the exchange, in connection with the consummation of any such transaction with Liberty Expedia Holdings, of Expedia Group common stock beneficially owned by Mr. Diller and a charitable foundation formed by Mr. Diller for shares of Expedia Group Class B common stock currently owned by Liberty Expedia Holdings, as would be permitted under certain circumstances by the governance and shareholder agreements relating to Expedia Group currently in effect and (ii) the entry, in connection with the consummation of any such transaction, into certain amendments to the Governance Agreement currently in effect relating to Mr. Diller’s ability to exchange for or purchase in the future additional shares of Expedia Group Class B common stock, as well as other governance arrangements and transfer restrictions.
Actual or potential conflicts of interest may develop between Expedia Group management and directors, on the one hand, and the management and directors of IAC, on the other.
Mr. Diller serves as our Chairman of the Board of Directors and Senior Executive, while retaining his role as Chairman of the Board of Directors and Senior Executive of IAC/InterActiveCorp, or IAC, and Mr. Kaufman serves as a member of the Expedia Group Board of Directors and as a memberor otherwise provide services to the Company, the Kern Director RSUs will be forfeited.
Okerstrom Long-Term Equity Awards
In addition to Incremental Vesting Equity Awards, Mr. Okerstrom has also received the long-term equity awards described below.
2016 Awards. On March 7, 2016, Mr. Okerstrom was granted the following long-term equity awards:
an award of 225,000 stock options that vest 50% on each of the IAC Board of Directorsthird and as executive Vice Chairman of IAC. Ms. Clinton and Mr. von Furstenberg also serve as membersfifth anniversaries of the Boarddate of Directorsgrant, subject to Mr. Okerstrom’s continued employment with the Company (the “2016 Okerstrom Cliff-Vest Options”); and
an award of both175,000 stock options that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $180, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 30, 2021 (the “2016 Okerstrom Performance Options” and together with the 2016 Okerstrom Cliff-Vest Options, the “2016 Okerstrom Long-Term Stock Option Awards”).
The exercise price for the 2016 Okerstrom Long-Term Stock Option Awards is $105.39.
2017 Awards. On September 15, 2017, Mr. Okerstrom was granted the following equity long-term equity awards:
an award of 300,000 stock options with an exercise price of $142.13 that are subject to Mr. Okerstrom’s continued employment with the Company and satisfaction of a stock price goal of $200, measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding September 15, 2021 (the “2017 Okerstrom Performance Options”); and
an award of 25,000 restricted stock units with a vest date of September 15, 2021, which was subject to the satisfaction of performance goals that were met, as determined by the Compensation Committee during the first quarter of 2018 (the "2017 Okerstrom Cliff-Vest RSUs" and together with the 2017 Okerstrom Performance Options, the “2017 Okerstrom Long-Term Equity Awards”).
2018 Awards. On March 2, 2018, Mr. Okerstrom was granted the following long-term equity awards, each with an exercise price of $104.50:
an award of 200,000 stock options that vest 100% on the fourth anniversary of the grant date, subject in all cases to the executive’s continued employment with the Company (the “2018 Okerstrom Cliff-Vest Options”); and
an award of 200,000 stock options that are subject to Mr. Okerstrom’s continued employment with the Company and, with 50% of the grant subject to the satisfaction of a stock price goal of $200 on September 15, 2021, and with the remaining 50% of the grant subject to the satisfaction of a stock price goal of $180 on September 30, 2021, with satisfaction of the stock price goal measured on the basis of the average of the closing prices of the Company’s common stock for either the six or twelve-month period immediately preceding the applicable vest date (the “2018 Okerstrom Performance Options” and together with the 2018 Okerstrom Cliff-Vest Options, the “2018 Okerstrom Long-Term Stock Option Awards”).
In the event of a Qualifying Termination, the 2016 Okerstrom Long-Term Stock Option Awards, the 2017 Okerstrom Performance Options and the 2018 Okerstrom Performance Options will vest on a pro-rated basis for each full month from the date of grant to the first anniversary of the termination date and, in the case of the 2016 Okerstrom Performance Options, the 2017 Okerstrom Performance Options and the 2018 Okerstrom Performance Options, subject to the achievement of the applicable stock price goal. In the event of a Qualifying Termination, the 2017 Okerstrom Cliff-Vest RSUs and the 2018 Okerstrom Cliff-Vest Options will vest as described above in the section titled "Employment Agreement Severance Provisions" for equity awards that vest less frequently than annually.
In the event of a Change in Control (as defined in the Expedia Group 2005 Plan), the 2016 Okerstrom Long-Term Stock Option Awards, the 2017 Okerstrom Long-Term Equity Awards, and IAC. These overlapping relationships could create, or appearthe 2018 Okerstrom Long-Term Stock Option Awards will vest in full.
Dzielak and Pickerill Long-Term Equity Awards
In addition to create, potential conflictsIncremental Vesting Equity Awards, Messrs. Dzielak and Pickerill were each granted the following long-term equity awards on March 2, 2018, with an exercise price of interest for$104.50:
40,502 stock options that vest 50% on each of the directors or officers when facing decisions that may affect both IACsecond and Expedia Group. Mr. Dillerfourth anniversaries of the date of grant, subject in particular may also face conflicts of interestall cases to the executive’s continued employment with the Company (the “2018 Dzielak/Pickerill Cliff-Vest Options”); and
51,280 stock options, which are subject to the same performance goals discussed above with regard to the allocation2018 Okerstrom Long-Term Stock Option Awards (the “2018 Dzielak/Pickerill Performance Options” and together with the 2018 Dzielak/Pickerill Cliff-Vest Options, the “2018 Dzielak/Pickerill Long-Term Stock Option Awards”).
In the event of his time betweena Qualifying Termination, the companies.2018 Dzielak/Pickerill Long-Term Stock Option Awards will vest on a pro-rated basis for each full month from the date of grant to the termination date, in the case of the 2018 Dzielak/Pickerill Performance Options, subject to the achievement of the applicable stock price goal.
Our certificateIn the event of incorporation provides that no officer or director ofa Change in Control (as defined in the Expedia Group who is also an officer2005 Plan), the 2018 Dzielak/Pickerill Long-Term Stock Option Awards will vest in full.
Estimated Potential Incremental Payments Upon Termination or directorChange in Control
The table below describes and quantifies certain amounts that would become payable to our named executive officers upon certain terminations of IAC be liable to Expedia Groupemployment or its stockholders for breach of any fiduciary duty by reason ofchange in control events, assuming that the fact that any such individual directs a corporate opportunity to IAC instead of Expedia Group, or does not communicate information regarding a corporate opportunity to Expedia Group because the officer or director has directed the corporate opportunity to IAC. This corporate opportunity provision may haverelevant event occurred on December 31, 2018. These amounts, which exclude the effect of exacerbating any applicable taxes, are based on:
the risknamed executive’s base salary as of conflicts of interest between the companies because the provision effectively shields an overlapping director/executive officer from liability for breach of fiduciary duty in the event that such director or officer chooses to direct a corporate opportunity to IAC instead of Expedia Group.December 31, 2018;
Part I. Item 1B. Unresolved Staff Comments
None.
Part I. Item 2. Properties
We lease approximately 4.9 million square feet of office space worldwide, pursuant to leases with expiration dates through March 2031.
We lease approximately 580,000 square feet for our headquarters in Bellevue, Washington, the majority of which ends by mid-2020 with the exception of 70,000 square feet which expires in January 2023. We also lease approximately 1.5 million square feet of office space for our domestic operations in various other cities and locations pursuant to leases with expiration dates through March 2031.
We also lease approximately 2.8 million square feet of office space for our international operations in various cities and locations pursuant to leases with expiration dates through June 2030.
In addition to our leased space, on April 30, 2015, we acquired our future corporate headquarters, consisting of multiple office and lab buildings located in Seattle, Washington. The build out of the headquarters is significant as we convert lab facilities into office space. We expect employees to begin to move into the new campus at the end of 2019.
Part I. Item 3. Legal Proceedings
In the ordinary course of business, Expedia Group and its subsidiaries are parties to legal proceedings and claims involving property, personal injury, contract, alleged infringement of third-party intellectual property rights and other claims. The amounts that may be recovered in such matters may be subject to insurance coverage.
Rules of the SEC require the description of material pending legal proceedings, other than ordinary, routine litigation incident to the registrant’s business, and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not individually exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of management, none of the pending litigation matters that the Company and its subsidiaries are defending, including those described below, involves or is likely to involve amounts of that magnitude. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or results of operations based upon the standard set forth in the SEC’s rules.
Litigation Relating to Occupancy and Other Taxes
A number of jurisdictions in the United States have filed lawsuits against online travel companies, including Expedia Group companies such as Hotels.com, Expedia, Hotwire, Orbitz and HomeAway, claiming that such travel companies have failed to collect and/stock options or pay taxes (e.g., occupancy taxes, business privilege taxes, excise taxes, sales taxes, etc.), as well as related claims such as unjust enrichment, restitution, conversion and violation of consumer protection statutes and seeking monetary (including tax, interest, and penalties) and/or declaratory relief. In addition, we may file complaints contesting tax assessments made by states, counties and municipalities seeking to obligate online travel companies, including certain Expedia Group companies, to collect and remit certain taxes, either retroactively or prospectively, or both. Moreover, certain jurisdictions may require us to pay tax assessments prior to contesting any such assessments. This requirement is commonly 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.
Actions Filed by Individual States, Cities and Counties
City of Los Angeles Litigation. On December 30, 2004, the city of Los Angeles filed a purported class action in California state court against a number of online travel companies, including Hotels.com, Expedia, Hotwire and Orbitz, alleging that the defendants failed to pay hotel occupancy taxes. The complaint alleged violation of those ordinances and also included various ancillary statutory and common law claims. In the administrative process preceding the litigation, the City of Los Angeles had issued assessments in September 2009 totaling $29.5 million against certain Expedia Group companies (Expedia, Hotels.com and Hotwire). The trial court held that the online travel companies are not liable to remit hotel occupancy taxes to the city of Los Angeles and the city appealed. On March 28, 2018, the Court of Appeals affirmed the trial court decision reversing the tax assessments issued against the defendant online travel companies, thereby ending the case.
City of San Antonio, Texas Litigation. On May 8, 2006, the city of San Antonio filed a putative statewide class action in federal court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, and Orbitz. The complaint alleged that the defendants failed to pay hotel accommodations taxes as required by municipal ordinance. On October 30, 2009, a jury verdict was entered finding that defendant online travel companies “control hotels,” and awarding approximately $15 million for historical damages against the Expedia Group companies. The jury also found that defendants were not liable for conversion or punitive damages. On April 4, 2013, the court entered a final judgment holding the online travel companies liable for hotel occupancy taxes to counties and cities in the statewide class action. On April 11, 2016, the court entered an amended judgment including approximately $68 million in tax, interest and penalty amounts for the Expedia Group companies,
including Orbitz, and the defendants appealed. On November 29, 2017, the Fifth Circuit issued an opinion reversing the district court and rendering judgment for the defendant online travel companies, finding that the amounts charged by the defendants for their services are not subject to the hotel accommodations taxes at issue. The district court entered final judgment in favor of the defendant online travel companies on March 28, 2018, and the defendants submitted their request for an award of reimbursable costs, which remains pending.
Nassau County, New York Litigation. On October 24, 2006, the county of Nassau, New York filed a putative statewide class action in federal court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, and Orbitz, which was subsequently dismissed and refiled in state court. The complaint alleged that the defendants failed to pay hotel accommodation taxes as required by local ordinances to certain local governments in New York. The trial court certified the case as a class action but the New York Supreme Court Appellate Division reversed that order. Additional county/city plaintiffs subsequently joined the case as intervenor plaintiffs. On December 2, 2016, the court granted defendants’ motion for summary judgment with respect to Nassau County’s claims on the grounds that the enabling statute for plaintiff’s tax ordinance did not impose a tax on defendants’ fees. On March 22, 2017, the court granted defendants’ motion for summary judgment against the additional intervenor plaintiffs. Nassau County and the intervenor-plaintiffs appealed the court’s dismissal of their claims and that appeal remains pending.
Pine Bluff, Arkansas Litigation. On September 25, 2009, Pine Bluff Advertising and Promotion Commission and Jefferson County filed a class action against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz alleging that defendants failed to collect and/or pay taxes under hotel tax occupancy ordinances. The court denied defendants' motion to dismiss and granted plaintiffs' motion for class certification. Defendants appealed the class certification decision and, on October 10, 2013, the Arkansas Supreme Court affirmed that decision. On February 1, 2018, the trial court granted plaintiffs’ motion for summary judgment and denied defendants’ motion for summary judgment on the issue of tax liability. Defendants appealed and the plaintiffs filed a motion to dismiss the appeal as premature. On October 4, 2018, the Arkansas Supreme Court deferred ruling on the plaintiffs’ motion to dismiss the defendants’ appeal, combining it with defendants’ appeal on the merits. The motion and appeal remain pending.
Town of Breckenridge, Colorado Litigation. On July 25, 2011, the Town of Breckenridge, Colorado brought suit on behalf of itself and other home rule municipalities against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz. The complaint included claims for declaratory judgment, violations of municipal ordinances, conversion, civil conspiracy and unjust enrichment. The trial court dismissed the Town's sales tax claims on June 8, 2012. On March 26, 2014, the court denied the Town's motion for class certification. On April 20, 2016, the court granted the online travel companies' motion for summary judgment, holding that the Breckenridge Accommodations Tax does not apply to the online travel companies or the amounts they charge for their services. The Town appealed from this decision, as well as the trial court’s prior rulings denying class certification and dismissing claims for state sales tax. On January 25, 2018, the Colorado Court of Appeals affirmed the trial court’s decision on all grounds, finding that the defendant online travel companies are not liable for accommodations taxes, that the Town’s sales tax claims were properly dismissed for lack of subject matter jurisdiction and that class certification was properly denied. The Town filed a petition for writ of certiorari to the Colorado Supreme Court seeking review of the Court of Appeals’ decisions and, on August 20, 2018, that court granted the petition as to local accommodations tax issues, but denied the petition as to class certification and state sales tax issues. The appeal remains pending.
State of Mississippi Litigation. On December 29, 2011, the State of Mississippi brought suit against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz. The complaint included claims for declaratory judgment, injunctive relief, violations of state sales tax statute and local ordinances, violation of Consumer Protection Act, conversion, unjust enrichment, constructive trust, money had and received and joint venture liability. On October 19, 2018, the court entered an agreed order dismissing the Consumer Protection Act claim. The parties filed cross motions for summary judgment and the court heard argument on February 4, 2019. The parties await a ruling.
State of New Hampshire Litigation. On October 16, 2013, the State of New Hampshire filed a lawsuit against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia. The complaint alleged claims for declaratory judgment, injunctive relief, violation of state meals and room tax law, violation of Consumer Protection Act, breach of fiduciary duty, accounting, conversion, unjust enrichment, assumpsit for money had and received, civil conspiracy, and constructive trust. The case went to trial in May 2017. On October 18, 2017, the trial court issued its post-trial order finding that the defendant online travel companies are not subject to the New Hampshire meals and room tax and that their business practices do not violate the state consumer protection act. The plaintiff appealed. The New Hampshire Supreme Court heard argument on the appeal on January 10, 2019 and the parties await a ruling.
Arizona Cities Litigation. Tax assessments were issued in 2013 by 12 Arizona cities (Apache Junction, Chandler, Flagstaff, Glendale, Mesa, Nogales, Peoria, Phoenix, Prescott, Scottsdale, Tempe and Tucson) against a group of online travel companies including Expedia, Hotels.com, Hotwire and Orbitz. The online travel companies protested and petitioned for redetermination of the assessments. On May 28, 2014, the Municipal Tax Hearing Officer granted the online travel companies'
protests and ordered the cities to abate the assessments. The cities appealed to the Arizona Tax Court. On April 20, 2016, the Arizona Tax Court granted the cities' motion for summary judgment in part and denied it in part. The parties filed cross appeals and, on September 6, 2018, the Arizona Court of Appeals affirmed in part and reversed in part the Arizona Tax Court’s decision. The parties have filed petitions for writ of certiorari seeking leave to appeal to the Arizona Supreme Court, which remain pending.
State of Louisiana/City of New Orleans Litigation. On August 24, 2016, the State of Louisiana Department of Revenue and the City of New Orleans filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia. The complaint alleges claims for declaratory judgment, violation of state and city tax laws, unfair trade practices, breach of fiduciary duty, and imposition of a constructive trust. The defendant online travel companies filed a motion for judgment on the pleadings seeking dismissal of plaintiffs’ common law and unfair trade practices claims. On March 6, 2017, the court denied the motion. Defendants' applications for a supervisory writ to appeal the court's decision were denied by the Louisiana Court of Appeals and the Louisiana Supreme Court.
Jefferson Parish, Louisiana Litigation. On January 2, 2019, Jefferson Parish, Louisiana filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia. The complaint alleges claims for declaratory judgment, violation of state and local tax laws, unfair trade practices, breach of fiduciary duty, and imposition of a constructive trust.
In addition, HomeAway is a party in the following proceedings:
Palm Beach, Florida Litigation. On January 13, 2014, Palm Beach County, Florida filed a lawsuit in Florida state court against HomeAway and other vacation rental listing businesses seeking tourist development taxes imposed by Palm Beach County. The parties filed cross motions for summary judgment and, on January 23, 2019, the court granted defendants’ motion, finding that defendants are not responsible for the tax.
Miami Dade County, Florida Litigation. On October 30, 2018, Miami-Dade County, Florida filed a lawsuit in Florida state court against HomeAway and Expedia for a declaratory judgment and supplemental relief. The lawsuit seeks a declaration that HomeAway is obligated to collect and remit transient rental taxes imposed by Miami-Dade County. On January 11, 2019, defendants filed a motion to dismiss, which remains pending.
Broward County, Florida Litigation. On January 11, 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway for a declaratory judgment and supplemental relief. The lawsuit seeks a declaration that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and also seeks enforcement of a subpoena.
Notices of Audit or Tax Assessments
At various times, the Company has also received notices of audit, or tax assessments from over 15 states or counties and over 80 municipalities concerning its possible obligations with respect to state and local occupancy or other taxes.
Actions Filed by Expedia Group
Hawaii Tax Court Litigation (General Excise Tax). During 2013, certain Expedia Group companies were required to “pay-to-play” and paid a total of $171 million in advance of litigation relating to general excise taxes for merchant model hotel reservations in the State of Hawaii. In September 2015, following a ruling by the Hawaii Supreme Court, the State of Hawaii refunded the Expedia Group companies $132 million of the original “pay-to-play” amount. Orbitz also received a similar refund of $22 million from the State of Hawaii in September 2015. The amount paid, net of refunds, by the Expedia Group companies and Orbitz to the State of Hawaii in satisfaction of past general excise taxes on their services for merchant model hotel reservations was $44 million. The parties reached a settlement relating to Orbitz merchant model hotel tax liabilities, and on October 5, 2016, the Expedia Group companies paid the State of Hawaii for the tax years 2012 through 2015. The Expedia Group companies and Orbitz have now resolved all assessments by the State of Hawaii for merchant model hotel taxes through 2015.
The Hawaii Department of Taxation also issued final assessments for general excise taxes against certain Expedia Group companies, including Orbitz, dated December 23, 2015 for the time period 2000 to 2014 for hotel and car rental revenue for “agency model” transactions. Those assessments are currently under review in the Hawaii tax court, which has stayed proceedings in the agency hotel and car rental case pending a decision by the Hawaii Supreme Court in the merchant model car rental case addressed below.
Final assessments by the Hawaii Department of Taxation for general exercise taxes against certain Expedia Group companies, including Orbitz, relating to merchant car rental transactions during the years 2000 to 2014 are also under review. With respect to merchant model car rental transactions at issue for the tax years 2000 through 2013, the Hawaii tax court held on August 5, 2016 that general excise tax is due on the online travel companies’ services to facilitate car rentals. The court further ruled that for merchant model car rentals in Hawaii, the online travel companies are required to pay general excise tax on the total amount paid by consumers, with no credit for tax amounts already remitted by car rental companies to the State of
Hawaii for tax years 2000 through 2013, thus resulting in a double tax on the amount paid by consumers to car rental companies for the rental of the vehicle. The court, however, ruled that when car rentals are paid for as part of a vacation package, tax is only due once on the amount paid by consumers to the car rental company for the rental of the vehicle. In addition, the court ruled that the online travel companies are required to pay interest and certain penalties on the amounts due. On April 25, 2017, the court entered a stipulated order and final judgment. On May 15, 2017, the Expedia Group companies paid under protest the full amount claimed due, or approximately $16.7 million, as a condition of appeal. The parties filed notices of cross-appeal from the order. The Hawaii Supreme Court heard argument on the appeals on April 5, 2018 and the parties await a ruling. The Hawaii tax court’s decision did not resolve “merchant model” car rental transactions for the tax year 2014, which also remain under review.
Colorado Department of Revenue Tax Litigation. On January 11, 2019, a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz filed a complaint in Colorado state court appealing a final determination issued by the Executive Director of the Colorado Department of Revenue upholding tax assessments for state and state-collected local taxes against the companies. The complaint seeks cancellation of the assessments in whole or in part.
In addition, HomeAway has brought the following proceeding:
Palm Beach County (Ordinance Tax Amendments Challenge). On November 20, 2018, HomeAway filed a lawsuit in Florida state court seeking a declaratory judgment and injunctive relief against Palm Beach County, Florida and its Tax Collector in connection with recently enacted amendments to the County’s tax ordinance. The lawsuit seeks a declaration that the amendments, as they relate to violations for the failure to collect and remit taxes, are void, invalid and unenforceable because they exceed the taxing authority granted to the County under state law, violate state and federal constitutional provisions and were passed without a valid referendum as required by state law. The lawsuit also seeks temporary and permanent injunctive relief prohibiting the defendants from enforcing the challenged portions of the ordinance.
Non-Tax Litigation and Other Legal Proceedings
Putative Class Action Litigation
Buckeye Tree Lodge Lawsuit. On August 17, 2016, a putative class action lawsuit was filed in federal district court in the Northern District of California against Expedia, Hotels.com, Orbitz, Expedia Australia Investments Pty Ltd. and trivago relating to alleged false advertising. The putative class is comprised of hotels and other providers of overnight accommodations whose names appeared on the Expedia Group defendants’ websites with whom the defendants allegedly did not have a booking agreement during the relevant time period. The complaint asserts claims against the Expedia Group defendants for violations of the Lanham Act, the California Business & Professions Code, intentional and negligent interference with prospective economic advantage, unjust enrichment and restitution. On January 12, 2017, the court granted defendants’ motion to dismiss plaintiff’s claims for intentional and negligent interference with prospective economic advantage without prejudice. On March 7, 2017, a related putative class action was filed in the same court asserting similar claims. The cases were consolidated and an amended consolidated complaint was filed (which did not name trivago as a defendant). On May 17, 2018, the court denied plaintiffs’ motion for class certification. Plaintiffs filed a renewed motion for class certification; the court heard argument on the motion on December 6, 2018 and the parties await a ruling.
Israeli Putative Class Action Lawsuit (Silis). In or around September 2016, a putative class action lawsuit was filed in the District Court in Tel Aviv, Israel against Hotels.com. The plaintiff generally alleges that Hotels.com violated Israeli consumer protection laws in various ways by failing to calculate and display VAT charges in pricing displays shown to Israeli consumers. On March 15, 2017, Hotels.com filed an application with the District Court challenging service, which the court registrar rejected. Hotels.com appealed that decision but its appeal was denied. Hotels.com sought leave to appeal to the Supreme Court of Israel but, on January 9, 2019, withdrew its application for leave to appeal.
Israeli Putative Class Action Lawsuit (Ze’ev). In or around January 2018, a putative class action lawsuit was filed in the District Court in Lod, Israel against a number of online travel companies including Expedia, Inc. and Hotels.com. The plaintiff generally alleges that the defendants violated Israeli consumer laws by limiting hotel price competition.
Cases against HomeAway.com, Inc. On March 15, 2016, a putative class action suit was filed in federal district court in Texas against HomeAway.com, Inc. related to its implementation of a service fee. The putative class was comprised of homeowners that list their properties on HomeAway’s websites for rent. The complaint asserted claims against HomeAway for breach of contract, breach of the duty of good faith and fair dealing, fraud, fraudulent concealment, and violations of the state consumer protection statutes. Subsequently, three other putative class action lawsuits were filed making similar claims. After a series of motions and appeals, three of the four lawsuits were dismissed and compelled to individual arbitration; one (Kirkpatrick) is proceeding as a putative class action in the Texas federal district court. In the Kirkpatrick case, on May 16, 2018, the district court dismissed plaintiff’s breach of contract claim with prejudice. The district court has scheduled a class certification hearing for October 16, 2019.
Other Legal Proceedings
Santa Monica, California Litigation. On September 2, 2016, HomeAway filed a lawsuit against the City of Santa Monica requesting a declaration that certain sections of a Santa Monica ordinance violate the Communications Decency Act of 1996, the Storage Communications Act, and the First, Fourth, and Fourteenth Amendments of the U.S. Constitution. The case was stayed and the city passed an amended ordinance. HomeAway filed a motion for preliminary injunction, which the court denied on March 12, 2018. The court granted the city’s motion to dismiss on June 14, 2018. HomeAway appealed those decisions to the United States Ninth Circuit Court of Appeals, which heard argument on October 12, 2018. The parties await a ruling.
Palm Beach County, Florida Litigation (Ordinance Regulatory Amendments Challenge). On November 16, 2018, HomeAway filed a lawsuit against the Palm Beach County, Florida seeking a declaration that certain sections of the City’s amended ordinance violate the Communications Decency Act of 1996, the Stored Communications Act, the Fourth and Fourteenth Amendments of the United States Constitution, and related state law provisions. On January 4, 2019, the County filed a motion asking the court to abstain from exercising jurisdiction, which it later withdrew. Thereafter, on January 8, 2019, the County filed a motion for a more definite statement or, in the alternative, a motion to dismiss certain of HomeAway’s claims. On January 17, 2019, HomeAway filed a motion for preliminary injunction seeking to enjoin enforcement of part of the ordinance pending resolution of the lawsuit. These motions remain pending.
New York City Litigation. On August 24, 2018, HomeAway filed a lawsuit against the City of New York seeking a declaration that the City’s ordinance governing hosting platforms violates the Stored Communications Act, the First and Fourth Amendments of the United States Constitution, and the New York Constitution. On September 4, 2018, HomeAway filed a motion for a preliminary injunction to enjoin enforcement of the law on the same grounds. On January 3, 2019, the court granted HomeAway’s motion for a preliminary injunction based on Fourth Amendment grounds, which stays enforcement of the City’s law pending a final ruling on the merits of the lawsuit.
Ryanair Lawsuit (Ireland). On or around February 15, 2017, Ryanair D.A.C. filed a lawsuit against Expedia in the Irish High Court. The case involves claims over alleged bookings of Ryanair flight reservations with data that has been scraped from Ryanair’s website.
Ryanair Lawsuit (United States). On November 29, 2017, Ryanair D.A.C. filed a lawsuit against Expedia in federal court in Washington alleging violation of the Computer Fraud and Abuse Act. The case involves claims relating to alleged bookings of Ryanair flight reservations with data that has been scraped from Ryanair’s website. Expedia filed motions to dismiss the complaint, which the court denied on August 6, 2018. After the court certified its decisions for interlocutory appeal Expedia filed a motion for interlocutory review with the Unites States Ninth Circuit Court of Appeals. On December 20, 2018, the Ninth Circuit denied the motion.
IBM Lawsuit. On December 29, 2017, IBM filed a complaint against Expedia, Inc. (DE), Expedia, Inc. (WA), Travelscape, Hotels.com, Hotwire, Orbitz, and HomeAway in federal court in Delaware. The Complaint alleged that the defendants infringe four patents held by IBM. On May 29, 2018, defendants filed motions to dismiss. Subsequently, on July 12, 2018, IBM filed an amended complaint including the assertion of infringement of an additional patent. On August 27, 2018, defendants filed motions to dismiss, which remain pending.
Fee Disclosure Class Actions. On December 17, 2018, Joseph Church filed a putative class action complaint alleging a RICO violation and other common law claims against Expedia, Expedia Affiliate Network, Travelscape and Hotels.com in federal district court in Washington. On January 11, 2019, a copycat Complaint was filed by Patricia Woodell, also asserting a RICO violation, common law claims, and a claim under the Washington Consumer Protection Act, against the same defendants.
United Airlines Litigation. On February 4, 2019, Expedia, Inc. filed suit against United Airlines, Inc. in federal district court in New York alleging that United breached the parties’ ticketing agreement by threatening to cease providing content for flights departing after the termination date of the agreement. The Complaint seeks declaratory relief and a preliminary injunction requiring United to comply with the terms of the agreement.
Derivative Litigation
In Re Orbitz Worldwide, Inc. Consolidated Stockholder Litigation, Case No. 10711-VCP (Court of Chancery of the State of Delaware). On April 8, 2015, an amended class action complaint was brought against Expedia, Inc. and Orbitz Worldwide, Inc. relating to the merger agreement signed by the parties. Plaintiffs asserted claims for breach of fiduciary duty by the Orbitz Board of Directors and claims against Expedia for aiding and abetting in the Orbitz directors’ alledged breach of their duties. Orbitz, its Board of Directors, and the plaintiffs entered into an agreement in principle to settle the lawsuit and on August 29, 2016, plaintiffs filed a notice of dismissal reserving their rights to seek an award of attorneys’ fees.
Competition and Consumer Matters
Over the last several years, the online travel industry has become the subject of investigations by various national competition authorities (“NCAs”), particularly in Europe. Expedia Group companies are or have been involved in investigations predominately related to whether certain parity clauses in contracts between Expedia Group entities and accommodation providers, sometimes also referred to as “most favored nation” or “MFN” provisions, are anti-competitive.
In Europe, investigations or inquiries into contractual parity provisions between hotels and online travel companies, including Expedia Group companies, were initiated in 2012, 2013 and 2014 by NCAs in Austria, Belgium, Czech Republic, Denmark, France, Germany, Greece, Hungary, Ireland, Italy, Poland, Sweden and Switzerland. While the ultimate outcome of some of these investigations or inquiries remains uncertain, and the Expedia Group companies’ circumstances are distinguishable from other online travel companies subject to similar investigations and inquiries, we note in this context that on April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted formal commitments offered by Booking.com to resolve and close the investigations against Booking.com in France, Italy and Sweden by Booking.com removing and/or modifying certain rate, conditions and availability parity provisions in its contracts with accommodation providers in France, Italy and SwedenRSUs outstanding as of July 1, 2015, among other commitments. Booking.com voluntarily extended the geographic scope of these commitments to accommodation providers throughout Europe as of the same date.December 31, 2018; and
With effect from August 1, 2015, Expedia Group companies waived certain rate, conditions and availability parity clauses in agreements with European hotel partners for a period of five years. While the Expedia Group companies maintain that their parity clauses have always been lawful and in compliance with competition law, these waivers were nevertheless implemented as a positive step towards facilitating the closure of the open investigations into such clauses on a harmonized pan-European basis. Following the implementation of the Expedia Group companies' waivers, nearly all NCAs in Europe have announced either the closure of their investigation or inquiries involving Expedia Group companies or a decision not to open an investigation or inquiry involving Expedia Group companies. Below are descriptions of additional rate parity-related matters of note in Europe.
The German Federal Cartel Office (“FCO”) has required another online travel company, Hotel Reservation Service (“HRS”), to remove certain clauses from its contracts with hotels. HRS’ appeal of this decision was rejected by the Higher Regional Court Düsseldorf on January 9, 2015. On December 23, 2015, the FCO announced that it had also required Booking.com by way of an infringement decision to remove certain clauses from its contracts with German hotels. Booking.com has appealed the decision and the appeal was heard by the Higher Regional Court Düsseldorf on February 8, 2017. Those proceedings remain ongoing.
The Italian competition authority's case closure decision against Booking.com and Expedia Group companies has subsequently been appealed by two Italian hotel trade associations, i.e. Federalberghi and AICA. These appeals remain at an early stage and no hearing date has been fixed.
On November 6, 2015, the Swiss competition authority announced that it had issued a final decision finding certain parity terms existing in previous versions of agreements between Swiss hotels and each of certain Expedia Group companies, Booking.com and HRS to be prohibited under Swiss law. The decision explicitly notes that the Expedia Group companies' current contract terms with Swiss hotels are not subject to this prohibition. The Swiss competition authority imposed no fines or other sanctions against the Expedia Group companies and did not find an abuse of a dominant market position by the Expedia Group companies. The FCO’s case against the Expedia Group companies’ contractual parity provisions with accommodation providers in Germany remains open but is still at a preliminary stage with no formal allegations of wrong-doing having been communicated to the Expedia Group companies to date.
The Directorate General for Competition, Consumer Affairs and Repression of Fraud (the “DGCCRF”), a directorate of the French Ministry of Economy and Finance with authority over unfair trading practices, brought a lawsuit in France against Expedia Group companies objecting to certain parity clauses in contracts between Expedia Group companies and French hotels. In May 2015, the French court ruled that certain of the parity provisions in certain contracts that were the subject of the lawsuit were not in compliance with French commercial law, but imposed no fine and no injunction. The DGCCRF appealed the decision and, on June 21, 2017, the Paris Court of Appeal published a judgment overturning the decision. The court annulled parity clauses contained in the agreements at issue, ordered the Expedia Group companies to amend their contracts, and imposed a fine. The Expedia Group companies have appealed the decision. The appeal will not stay payment of the fine.
Hotelverband Deutschland (“IHA”) e.V. (a German hotel association) brought proceedings before the Cologne regional court against Expedia, Inc., Expedia.com GmbH and Expedia Lodging Partner Services Sàrl. IHA applied for a ‘cease and desist’ order against these companies in relation to the enforcement of certain rate and availability parity clauses contained in contracts with hotels in Germany. On or around February 16, 2017, the court dismissed IHA’s action and declared the claimant liable for the Expedia Group defendants’ statutory costs. IHA appealed the decision and, on December 4, 2017, the Court of Appeals rejected IHA’s appeal. The Court of Appeals expressly confirmed that Expedia Group’s MFNs are in compliance both
with European and German competition law. While IHA had indicated an intention to appeal the decision to the Federal Supreme Court, it has not lodged an appeal within the applicable deadline, with the consequence that the Court of Appeals judgment has now become final.
A working group of 10 European NCAs (Belgium, Czech Republic, Denmark, France, Hungary, Ireland, Italy, Netherlands, Sweden and the United Kingdom) and the European Commission has been established by the European Competition Network (“ECN”) at the end of 2015 to monitor the functioning of the online hotel booking sector, following amendments made by a number of online travel companies (including Booking.com and Expedia Group companies) in relation to certain parity provisions in their contracts with hotels. The working group issued questionnaires to online travel agencies including Expedia Group companies, metasearch sites and hotels in 2016. The underlying results of the ECN monitoring exercise were published on April 6, 2017.
Legislative bodies in France (July 2015), Austria (December 2016) and Italy (August 2017) have also adopted new domestic anti-parity clause legislation. Expedia Group believes each of these pieces of legislation violates both EU and national legal principles and therefore, Expedia Group companies have challenged these laws at the European Commission. Moreover, in Belgium, new domestic anti-parity legislation entered into force on August 20, 2018. A motion requesting the Swiss government to take action on narrow price parity has been adopted in the Swiss parliament. The Swiss government is now required to draft legislation implementing the motion. The Company is unable to predict whether and with what content legislation will ultimately be adopted and, if so, when this might be the case. It is not yet clear how any adopted domestic anti-parity clause legislations and/or any possible future legislation in this area may affect Expedia Group's business.
Outside of Europe, a number of NCAs have also opened investigations or inquired about contractual parity provisions in contracts between hotels and online travel companies in their respective territories, including Expedia Group companies. A Brazilian hotel sector association -- Forum de Operadores Hoteleiros do Brasil -- filed a complaint with the Brazilian Administrative Council for Economic Defence (“CADE”) against a number of online travel companies, including Booking.com, Decolar.com and Expedia Group companies, on July 27, 2016 with respect to parity provisions in contracts between hotels and online travel companies. On September 13, 2016, the Expedia Group companies submitted a response to the complaint to CADE. On March 27, 2018, the Expedia Group companies resolved CADE’s concerns based on a settlement implementing waivers substantially similar to those provided to accommodation providers in Europe. In late 2016, Expedia Group companies resolved the concerns of the Australia and New Zealand NCAs based on implementation of the waivers substantially similar to those provided to accommodation providers in Europe (on September 1, 2016 in Australia and on October 28, 2016 in New Zealand). More recently, however, the Australian NCA has reopened its investigation. Expedia Group companies are in ongoing discussions with a limited number of NCAs in other countries in relation to their contracts with hotels. Expedia Group is currently unable to predict the impact the implementation of the waivers both in Europe and elsewhere will have on Expedia Group's business, on investigations or inquiries by NCAs in other countries, or on industry practice more generally.
In addition, regulatory authorities in Europe (including the UK Competition and Markets Authority, or “CMA”), Australia, and elsewhere have initiated legal proceedings and/or undertaken market studies, inquiries or investigations relating to online marketplaces and how information is presented to consumers using those marketplaces, including practices such as search results rankings and algorithms, discount claims, disclosure of charges, and availability and similar messaging.
On June 28, 2018, the CMA announced that it will be requiring hotel booking websites to take action to address concerns identified in the course of its ongoing investigation. After consulting with the CMA, on January 31, 2019, we agreed to offer certain voluntary undertakings with respect to the presentation of information on certain of our UK consumer-facing websites in order to address the CMA’s concerns. The CMA has confirmed that, as a result of the undertakings offered, it will close its investigation without any admission or finding of liability. The undertakings become effective on September 1, 2019. 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 relating to trivago’s advertisements in Australia concerning the hotel prices available on trivago’s Australian site and trivago’s strike-through pricing practice. A trial date is set for September 9, 2019 and an appropriate reserve has been accrued in respect of this matter.
We are cooperating with regulators in the investigations described above where applicable, but we are unable to predict what, if any, effect such actions will have on our business, industry practices or online commerce more generally. Other than described above, we have not accrued a reserve in connection with the market studies, investigations, inquiries or legal proceedings described above either because the likelihood of an unfavorable outcome is not probable or the amount of any loss is not estimable.
Part I. Item 4. Mine Safety Disclosures
Not applicable.
Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the Nasdaq Global Select Market under the ticker symbol “EXPE.” Our Class B common stock is not listed and there is no established public trading market. As of January 25, 2019, there were approximately 2,014 holders of record of our common stock and the closing price of our common stock was $117.11 on Nasdaq. As of January 25, 2019, all of our Class B common stock was held by a subsidiary of Liberty Expedia Holdings.
Dividend Policy
In 2018 and 2017, the Executive Committee, acting on behalf of the Board of Directors, declared the following dividends:
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| | | | | | | | | | | | | |
| | Declaration Date | | Dividend Per Share | | Record Date | | Total Amount (in millions) | | Payment Date |
| Year ended December 31, 2018: | | | | | | | | | |
| | February 7, 2018 | | $ | 0.30 |
| | March 8, 2018 | | $ | 46 |
| | March 28, 2018 |
| | April 24, 2018 | | 0.30 |
| | May 24, 2018 | | 45 |
| | June 14, 2018 |
| | July 23, 2018 | | 0.32 |
| | August 23, 2018 | | 47 |
| | September 13, 2018 |
| | October 19, 2018 | | 0.32 |
| | November 15, 2018 | | 48 |
| | December 6, 2018 |
| Year ended December 31, 2017: | | | | | | | | | |
| | February 7, 2017 | | $ | 0.28 |
| | March 9, 2017 | | $ | 42 |
| | March 30, 2017 |
| | April 26, 2017 | | 0.28 |
| | May 25, 2017 | | 43 |
| | June 15, 2017 |
| | July 26, 2017 | | 0.30 |
| | August 24, 2017 | | 45 |
| | September 14, 2017 |
| | October 25, 2017 | | 0.30 |
| | November 16, 2017 | | 46 |
| | December 7, 2017 |
In February 2019, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.32 per share of outstanding common stock payable on March 27, 2019 to the stockholders of record as of the close of business on March 7, 2019.
Declaration and payment of future dividends, if any, is at the discretion of the Board of Directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, share dilution management, legal risks, tax policies, capital requirements relating to research and development, investments and acquisitions, challenges to our business model and other factors that the Board of Directors may deem relevant. In addition, our credit agreement limits our ability to pay cash dividends under certain circumstances.
Unregistered Sales of Equity Securities
During the quarter ended December 31, 2018, we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.
Issuer Purchases of Equity Securities
A summary of the repurchase activity for the fourth quarter of 2018 is as follows: |
| | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number of Shares that May Yet Be Purchased Under Plans or Programs |
| | | (In thousands, except per share data) |
| October 1-31, 2018 | | 252 |
| | $ | 129.35 |
| | 252 |
| | 14,496 |
|
| November 1-30, 2018 | | 1,128 |
| | 119.41 |
| | 1,128 |
| | 13,368 |
|
| December 1-31, 2018 | | 1,145 |
| | 117.46 |
| | 1,145 |
| | 12,223 |
|
| Total | | 2,525 |
| | | | 2,525 |
| | |
In 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. As of December 31, 2018, 12.2 million shares remain authorized for repurchase under the 2018 authorization. There is no fixed termination date for the repurchases.
Performance Comparison Graph
The graph shows a five-year comparison of cumulative total return, calculated on a dividend reinvested basis, for Expedia Group common stock the NASDAQ Composite Index, the RDG (Research Data Group) Internet Composite Index and the S&P 500. The graph assumes an investment of $100 in each of the above on December 31, 2013.2018 ($112.65).
These amounts are estimates of the incremental amounts that would be paid out to the executive upon such relevant event. The stock price performance shown inactual amounts to be paid out can only be determined at the graph is not necessarily indicativetime of future price performance.
Part II. Item 6.Selected Financial Data
We have derived the following selected financial data presented below from the consolidated financial statements and related notes. The information set forth below is not necessarily indicative of future results and should be read in conjunction with the consolidated financial statements and related notes and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
SELECTED FINANCIAL DATA
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| | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
| | (in millions, except per share data) |
| Consolidated Statements of Operations Data: | | | | | | | | | |
| Revenue | $ | 11,223 |
| | $ | 10,060 |
| | $ | 8,774 |
| | $ | 6,672 |
| | $ | 5,763 |
|
| Operating income | 714 |
| | 625 |
| | 462 |
| | 414 |
| | 518 |
|
Net income attributable to Expedia Group, Inc.(1) | 406 |
| | 378 |
| | 282 |
| | 764 |
| | 398 |
|
| Earnings per share attributable to Expedia Group, Inc. available to common stockholders: | | | | | | | | | |
| Basic | $ | 2.71 |
| | $ | 2.49 |
| | $ | 1.87 |
| | $ | 5.87 |
| | $ | 3.09 |
|
| Diluted | 2.65 |
| | 2.42 |
| | 1.82 |
| | 5.70 |
| | 2.99 |
|
| Shares used in computing earnings per share: | | | | | | | | | |
| Basic | 149,961 |
| | 151,619 |
| | 150,367 |
| | 130,159 |
| | 128,912 |
|
| Diluted | 152,889 |
| | 156,385 |
| | 154,517 |
| | 134,018 |
| | 133,168 |
|
| Dividends declared per common share | $ | 1.24 |
| | $ | 1.16 |
| | $ | 1.00 |
| | $ | 0.84 |
| | $ | 0.66 |
|
| | December 31, |
| | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
| Consolidated Balance Sheet Data: | | | | | | | | | |
| Working deficit | $ | (2,863 | ) | | $ | (2,339 | ) | | $ | (2,677 | ) | | $ | (2,950 | ) | | $ | (1,263 | ) |
| Total assets | 18,033 |
| | 18,516 |
| | 15,778 |
| | 15,486 |
| | 9,012 |
|
Senior notes debt(2) | 3,717 |
| | 4,249 |
| | 3,159 |
| | 3,183 |
| | 1,739 |
|
Non-redeemable non-controlling interest(3) | 1,547 |
| | 1,606 |
| | 1,561 |
| | 65 |
| | 109 |
|
| Total stockholders’ equity | 5,651 |
| | 6,129 |
| | 5,693 |
| | 4,930 |
| | 1,894 |
|
|
| | | | | | | | |
| Name and Benefits | Qualifying Termination (1)($) | | Qualifying Termination & Stock Price Performance Goal Satisfied ($) | | Change in Control (2)($) |
| Barry Diller | | | | | |
| Incremental Vesting Equity Awards | — | | — | | 1,347,750 |
|
| | | | | | |
| Total Estimated Incremental Value | — | | — | | 1,347,750 |
|
| | | | | | |
| Peter M. Kern | | | | | |
| 2018 Kern Cliff-Vest RSUs | 2,816,250 |
| | — | | 5,632,500 |
|
| Director RSUs | — | | — | | 447,558 |
|
| | | | | | |
Total Estimated Incremental Value | 2,816,250 |
| | — | | 6,080,058 |
|
| | | | | | |
| Mark D. Okerstrom | | | | | |
| Cash Severance (salary) | 2,717,033 |
| | — | | — |
| Health and Benefits | 23,862 |
| | — | | — |
| Incremental Vesting Equity Awards | 817,075 |
| | — | | 1,033,275 |
|
| 2016 Okerstrom Cliff-Vest Options | 1,429,313 |
| | — | | 1,633,500 |
|
2016 Okerstrom Performance Options(3) | — | | 866,408 |
| | 1,270,500 |
|
| 2017 Okerstrom Cliff-Vest RSUs | 1,408,125 |
| | — | | 2,816,250 |
|
2017 Okerstrom Performance Options(3) | — | | — | | — |
| 2018 Okerstrom Cliff-Vest Options | 407,500 |
| | — | | 1,630,000 |
|
2018 Okerstrom Performance Options(3) | — | | 834,421 |
| | 1,630,000 |
|
| | | | | | |
Total Estimated Incremental Value | 6,802,908 |
| | 1,700,829 |
| | 10,013,525 |
|
| | | | | | |
| Robert J. Dzielak | | | | | |
Cash Severance (salary)(4) | 1,051,923 |
| | — | | — |
Health and Benefits(4) | 24,973 |
| | — | | — |
| Incremental Vesting Equity Awards | 1,321,633 |
| | — | | 3,025,417 |
|
| 2018 Dzielak Cliff-Vest Options | 226,635 |
| | — | | 330,091 |
|
2018 Dzielak Performance Options(3) | — | | 213,775 |
| | 417,932 |
|
| | | | | | |
Total Estimated Incremental Value | 2,625,164 |
| | 213,775 |
| | 3,773,440 |
|
| | | | | | |
| Alan R. Pickerill | | | | | |
| Cash Severance (salary) | 900,000 |
| | — | | — |
| Health and Benefits | 21,966 |
| | — | | — |
| Incremental Vesting Equity Awards | 491,905 |
| | — | | 1,674,910 |
|
| 2018 Pickerill Cliff-Vest Options | 226,635 |
| | — | | 330,091 |
|
2018 Pickerill Performance Options(3) | — | | 213,775 |
| | 417,932 |
|
| | | | | | |
Total Estimated Incremental Value | 1,640,506 |
| | 213,775 |
| | 2,422,933 |
|
___________________________________
| |
| (1) | On May 22, 2015, we completedQualifying Termination is described in the salesection above titled “Employment Agreement Severance Provisions - Qualifying Termination.” In the case of our 62.4% ownership stake in eLong, Inc. We recognizedthe 2018 Kern Cliff-Vest RSUs, also includes termination as a result of death or disability as well as Mr. Diller no longer serving as Chairman and Senior Executive Officer of the Company (or comparable positions of and executive leadership). “Health and Benefits” relates to the payment of an after tax gainamount equal to COBRA health insurance coverage for a period of $395 million (or $509 million pre-tax gain) during 2015.12 months following termination of employment for Messrs. Okerstrom, Pickerill and Dzielak. |
| |
| (2) | Includes current and long-term portion of senior notes.Upon a Change in Control (as defined in the Expedia Group 2005 Plan), all unvested equity awards held by the named executive officers vest in full. |
| |
| (3) | OnReflects incremental value of prorated vesting as of December 16, 2016, our majority-owned subsidiary, trivago, completed its IPO. In conjunction with31, 2018. However, vesting of these options would remain subject to satisfaction of the IPO, Expedia Group and trivago's founders entered into an Amended and Restated Shareholders' Agreement under which the original put/call rights were no longer effective and, as such, we reclassified the redeemable non-controlling interest into non-redeemable non-controlling interest on the consolidated balance sheet. See NOTE 11 — Redeemable Non-controlling Interests in the notes to consolidated financial statements for further information.
applicable stock price goals. |
Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Expedia Group is one of the world's largest travel companies. We help knock down the barriers to travel, making it easier, more enjoyable, more attainable and more accessible. We bring the world within reach for customers and partners around the globe. We leverage our platform and technology capabilities across an extensive portfolio of businesses and brands to orchestrate the movement of people and the delivery of travel experiences on both a local and global basis. We make available, on a stand-alone and package basis, travel services provided by numerous lodging properties, airlines, car rental companies, destination service providers, cruise lines, vacation rental property owners and managers, and other travel product and service companies. We also offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on our websites. For additional information about our portfolio of brands, see the disclosure set forth in Part I, Item 1, Business, under the caption “Management Overview.”
All percentages within this section are calculated on actual, unrounded numbers.
Trends
The travel industry, including offline agencies, online agencies and other suppliers of travel products and services, has historically been characterized by intense competition, as well as rapid and significant change. Generally, 2017 and 2018 represented years of continuing growth for the travel industry. However, political instability, geopolitical conflicts, acts of terrorism, significant fluctuations in currency values, sovereign debt issues, natural disasters and macroeconomic concerns are examples of events that contribute to a somewhat uncertain environment, which could have a negative impact on the travel industry in the future. For additional information about our growth strategy for Expedia Group, see the disclosure set forth in Part I, Item 1, Business, under the caption “Growth Strategy.”
Online Travel
Increased usage and familiarity with the internet are driving rapid growth in online penetration of travel expenditures. According to Phocuswright, an independent travel, tourism and hospitality research firm, in 2019, over 45% of U.S. and European leisure and unmanaged corporate travel expenditures are expected to occur online. Online penetration rates in the emerging markets, such as Asia Pacific and Latin American regions, are lagging behind that of the United States and Europe, and are estimated to be in the range of 35% to 45% in 2019. These penetration rates increased over the past few years, and are expected to continue growing, which presents an attractive growth opportunity for our business, while also attracting many competitors to online travel. This competition intensified in recent years, and the industry is expected to remain highly competitive for the foreseeable future. In addition to the growth of online travel agencies, airlines and lodging companies aggressively pursued direct online distribution of their products and services. Competitive entrants such as “metasearch” companies, including Kayak.com (owned by Booking Holdings), trivago (in which Expedia Group owns a majority interest) as well as TripAdvisor, introduced differentiated features, pricing and content compared with the legacy online travel agency companies, as well as various forms of direct or assisted booking tools. In addition, the increasing popularity of the “sharing economy,” accelerated by online penetration, has had a direct impact on the travel and lodging industry. Businesses such as Airbnb, HomeAway (which Expedia acquired in December 2015) and Booking.com (owned by Booking Holdings) have emerged as the leaders, bringing incremental alternative accommodation and vacation rental inventory to the market. Many other competitors, including vacation rental metasearch players, continue to emerge in this space, which is expected to continue to grow as a percentage of the global accommodation market. Furthermore, we see increased interest in the online travel industry from search engine companies as evidenced by recent innovations including direct booking functionality and product enhancements by companies such as Google. Finally, traditional consumer eCommerce and group buying websites expanded their local offerings into the travel market by adding hotel offers to their websites. For additional detail regarding the competitive trends and risks we face, see Part I Item 1 Business - "Competition," and Part I, Item 1A, Risk Factors - "We operate in an increasingly competitive global environment.”
The online travel industry also saw the development of alternative business models and variations in the timing of payment by travelers and to suppliers, which in some cases place pressure on historical business models. In particular, the agency hotel model saw rapid adoption in Europe. Expedia Group distributes both merchant (Expedia Collect) and agency (Hotel Collect) hotel offerings for our hotel supply partners through both agency-only contracts as well as our hybrid ETP program, which offers travelers the choice of whether to pay Expedia Group at the time of booking or pay the hotel at the time of stay.
Intense competition also historically led to aggressive marketing efforts by the travel suppliers and intermediaries, and a meaningful unfavorable impact on our overall marketing efficiencies and operating margins. We manage our selling and marketing spending on a brand basis, making decisions in each applicable market that we think are appropriate based on the relative growth opportunity and the expected returns and the competitive environment. In certain cases, particularly in
emerging markets, we are pursuing and expect to continue to pursue long-term growth opportunities for which our marketing efficiency is less favorable than that for our consolidated business, but for which we still believe the opportunity to be attractive. In addition, the crowded online travel environment is now driving certain secondary and tertiary online travel companies to establish marketing agreements with global players in order to leverage distribution and technology capabilities while focusing resources on capturing traveler mind share. For more detail, see Part I, Item 1A, Risk Factors - "We rely on the value of our brands, and the cost of maintaining and enhancing our brand awareness are increasing” and “Our international operations involve additional risks and our exposure to these risks will increase as our business expands globally.”
Lodging
Lodging includes hotel accommodations as well as alternative accommodations primarily made available through HomeAway. As a percentage of our total worldwide revenue in 2018, lodging accounted for 69%. Our room night growth has been healthy, with room nights 32% in 2016 (excluding eLong), 16% in 2017 and 13% in 2018. ADRs for rooms booked on Expedia and HomeAway websites increased 5% in 2016 (excluding eLong) due to the acquisition of HomeAway, 3% in 2017 and 5% in 2018.
Hotel. We generate the majority of our revenue through the facilitation of hotel reservations (stand-alone and package bookings). Although our relationships with our hotel supply partners remained broadly stable in the past few years, as part of the global rollout of ETP, we reduced negotiated economics in certain instances to compensate for hotel supply partners absorbing expenses such as credit card fees and customer service costs, which has negatively impacted the margin of revenue we earn per booking. In addition, as we continue to expand the breadth and depth of our global hotel offering, in some cases we have reduced our economics in various geographies based on local market conditions. These impacts are due to specific initiatives intended to drive greater global size and scale through faster overall room night growth. Additionally, increased promotional activities such as growing loyalty programs contribute to declines in revenue per room night and profitability.
Since our hotel supplier agreements are generally negotiated on a percentage basis, any increase or decrease in ADRs has an impact on the revenue we earn per room night. Over the course of the last several years, occupancies and ADRs in the lodging industry generally increased on a currency-neutral basis in a gradually improving overall travel environment. Current occupancy rates for hotels in the United States remain high; however, U.S. hotel supply has continued to grow, which may put additional pressure on ADRs. In some international markets, hotel supply is being added at a faster rate as hotel owners and operators try to take advantage of opportunities in faster growing regions. Companies like Airbnb, HomeAway and Booking.com also added incremental global supply in the alternative accommodations space. In addition, while the global lodging industry remains very fragmented, there has been consolidation in the hotel space among chains as well as ownership groups. In the meantime, certain hotel chains have been focusing on driving direct bookings on their own websites and mobile applications by advertising lower rates than those available on third-party websites as well as incentives such as loyalty points, increased or exclusive product availability and complimentary Wi-Fi. We have succeeded in adding supply to our global lodging marketplace with more than one million properties on our global websites as of December 31, 2018, including more than 370,000 integrated HomeAway vacation rental listings.
Alternative Accommodations. With our acquisition of HomeAway and all of its brands in December 2015, we expanded into the fast growing alternative accommodations market. HomeAway is a leader in this market and represents an attractive growth opportunity for Expedia Group. HomeAway has been undergoing a transition from a listings-based classified advertising model to an online transactional model that optimizes for both travelers and homeowner and property manager partners, with a goal of increasing monetization and driving growth through investments in marketing as well as in product and technology. HomeAway offers hosts subscription-based listing or pay-per-booking service models. It also generates revenue from a traveler service fee for bookings. As of December 31, 2018, there are over 1.8 million online bookable listings available on HomeAway, with over 370,000 listings also available through Expedia Group's other brands.
Air
Significant airline sector consolidation in the United States in recent years generally resulted in lower overall capacity and higher fares, which combined with the significant declines in fuel prices led to record levels of profitability for the U.S. air carriers, further strengthening their position. However, in 2017 and into 2018, there was evidence of discounting by the U.S. carriers while currency headwinds and weaker macroeconomic trends put pressure on international results. Starting in the second half of 2018, there has been evidence of modest fare increases, though it remains unclear if this trend will continue. Ticket prices on Expedia Group websites declined 6% in 2016 (excluding eLong), 1% in 2017, and increased 2% in 2018. Based on airline reports, demand for airline tickets seems to be strong, helping increase air revenues globally. There is significant correlation between airline revenues and fuel prices, and fluctuations in fuel prices generally take time to be reflected in air revenues. Given current volatility, it is uncertain whether the recent increases in fuel prices will drive further increases in airfares, particularly when considering planned supply increases through capacity additions. We can encounter
pressure on air remuneration as air carriers combine and as certain supply agreements renew, and continue to add airlines to ensure local coverage in new markets.
Air ticket volumes increased 32% in 2016 (excluding eLong), primarily due to the acquisition of Orbitz, 4% in 2017, and 5% in 2018. As a percentage of our total worldwide revenue in 2018, air accounted for 8%.
Advertising & Media
Our advertising and media business is principally driven by revenue generated by trivago, a leading hotel metasearch website, in addition to Expedia Group Media Solutions, which is responsible for generating advertising revenue on our global online travel brands. In 2018, we generated a total of $1.1 billion of advertising and media revenue, a slight increase from 2017, representing 10% of our total worldwide revenue. In 2018, trivago shifted its operational focus, reducing marketing spend to better balance revenue and profit growth. The lower marketing spend negatively impacted revenue growth, while benefiting profitability. We expect that trend to continue in the first half of 2019.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our vacation rental business. Historically, HomeAway has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The continued growth of our international operations, advertising business or a change in our product mix, including the growth of HomeAway, may influence the typical trend of the seasonality in the future, and there may also be business or market driven dynamics that result in short-term impacts to revenue or profitability that differ from the typical seasonal trends. As HomeAway has further shifted to a predominately transaction-based business model for vacation rental listings and its booking window elongates, its seasonal trends are more pronounced than our other traditional leisure businesses.
Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that we believe are important in the preparation of our consolidated financial statements because they require that we use judgment and estimates in applying those policies. We prepare our consolidated financial statements and accompanying notes in accordance with generally accepted accounting principles in the United States (“GAAP”). Preparation of the consolidated financial statements and accompanying notes requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during the periods reported. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.
There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if:
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.
For more information on each of these policies, see NOTE 2 — Significant Accounting Policies, in the notes to consolidated financial statements. We discuss information about the nature and rationale for our critical accounting estimates below.
Accounting for Certain Merchant Revenue
We accrue the cost of certain merchant revenue based on the amount we expect to be billed by suppliers. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Actual revenue could be greater or less than the amounts estimated due to changes in hotel billing practices or changes in traveler behavior.
Deferred Loyalty Rewards
We offer certain internally administered traveler loyalty programs to our customers, such as our Hotels.com Rewards program, our Expedia Rewards program and our Orbitz Rewards program. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 30 Brand Expedia websites. Orbitz Rewards allows travelers to earn Orbucks, the currency of Orbitz Rewards, on flights, hotels and vacation packages and instantly redeem those Orbucks on future bookings at various hotels worldwide. As travelers accumulate points towards free travel products, we defer the relative standalone selling price of earned points, net of expected breakage, as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet. In order to estimate the standalone selling price of the underlying services on which points can be redeemed for all loyalty programs, we use an adjusted market assessment approach and consider the redemption values expected from the traveler. We then estimate the number of rewards that will not be redeemed based on historical activity in our members' accounts as well as statistical modeling techniques. Revenue is recognized when we have satisfied our performance obligation relating to the points, that is when the travel service purchased with the loyalty award is satisfied. Both the actual standalone selling price of the underlying services and ultimate redemption rates could differ materially from our estimates due to a number of factors, including fluctuations in reward value, product utilization and divergence from historical member behavior.
Business Combinations
We assign the value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and trade names, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Recoverability of Goodwill and Indefinite and Definite-Lived Intangible Assets
Goodwill. We assess goodwill for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit's carrying amount over its fair value. Periodically, we may choose to perform a qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired.
We generally base our measurement of fair value of reporting units on a blended analysis of the present value of future discounted cash flows and market valuation approach with the exception of our standalone publicly traded subsidiary, which is based on market valuation. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units.
We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.
In addition to measuring the fair value of our reporting units as described above, we consider the combined carrying and fair values of our reporting units in relation to the Company’s total fair value of equity plus debt as of the assessment date. Our equity value assumes our fully diluted market capitalization, using either the stock price on the valuation date or the average stock price over a range of dates around the valuation date, plus an estimated acquisition premium which is based on observable transactions of comparable companies. The debt value is based on the highest value expected to be paid to repurchase the debt, which can be fair value, principal or principal plus a premium depending on the terms of each debt instrument.
Indefinite-Lived Intangible Assets. We base our measurement of fair value of indefinite-lived intangible assets, which primarily consist of trade name and trademarks, using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital.
Definite-Lived Intangible Assets. We review the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in a materially different impairment charge.
Income Taxes
We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.
We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination. For those positions for which we conclude it is more likely than not it will be sustained, we recognize the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. The difference between the amount recognized and the total tax position is recorded as a liability. The ultimate resolution of these tax positions may be greater or less than the liabilities recorded.
The Tax Act was enacted in December 2017 and the Tax Act significantly changed U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a territorial tax system and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018.
The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. We applied the guidance in SAB 118 when accounting for the enactment date effects of the Tax Act in 2017 and throughout 2018. At
December 31, 2017, we had not completed our accounting for all of the enactment date income tax effects of the Tax Act under Accounting Standards Codification 740, Income Taxes, for the following aspects: one-time transition tax and revaluation of deferred tax balances. As of December 31, 2018, we have now completed our accounting for all of the enactment date income tax effects of the Tax Act. Based on our final analysis, changes in our estimates during 2018 relating to the one-time transition tax and revaluation of deferred tax balances were immaterial. The Tax Act created a new requirement that global intangible low-taxed income (“GILTI”) earned by our foreign subsidiaries must be included in gross U.S. taxable income which we account for in the period incurred (the "period cost method").
Other Long-Term Liabilities
Various Legal and Tax Contingencies. We record liabilities to address potential exposures related to business and tax positions we have taken that have been or could be challenged by taxing authorities. In addition, we record liabilities associated with legal proceedings and lawsuits. These liabilities are recorded when the likelihood of payment is probable and the amounts can be reasonably estimated. The determination for required liabilities is based upon analysis of each individual tax issue, or legal proceeding, taking into consideration the likelihood of adverse judgments and the range of possible loss. In addition, our analysis may be based on discussions with outside legal counsel. The ultimate resolution of these potential tax exposures and legal proceedings may be greater or less than the liabilities recorded.
Occupancy and Other Taxes. Some states and localities impose taxes (e.g. transient occupancy, accommodation tax, sales tax and/or business privilege tax) on the use or occupancy of hotel accommodations or other traveler services. Generally, hotels collect taxes based on the rate paid to the hotel and remit these taxes to the various tax authorities. When a customer books a room through one of our travel services, we collect a tax recovery charge from the customer which we pay to the hotel. We calculate the tax recovery charge by applying the applicable tax rate supplied to us by the hotels to the amount that the hotel has agreed to receive for the rental of the room by the consumer. In all but a limited number of jurisdictions, we do not collect or remit taxes, nor do we pay taxes to the hotel operator, on the portion of the customer payment we retain. Some jurisdictions have questioned our practice in this regard. While the applicable tax provisions vary among the jurisdictions, we generally believe that we are not required to pay such taxes. More recently, a limited number of taxing jurisdictions have made similar claims against HomeAway for tax amounts due on the rental amounts charged by owners of vacation rental properties or for taxes on HomeAway’s services. HomeAway is an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. Certain jurisdictions may require us to pay tax assessments, including occupancy and other transactional tax assessments, prior to contesting any such assessments.
We have established a reserve for the potential settlement of issues related to hotel taxes for prior and current periods, consistent with applicable accounting principles and in light of all current facts and circumstances. A variety of factors could affect the amount of the liability (both past and future), which factors include, but are not limited to, the number of, and amount of revenue represented by, jurisdictions that ultimately assert a claim and prevail in assessing such additional tax or negotiate a settlement and changes in relevant statutes.
We note that there are more than 10,000 taxing jurisdictions in the United States, and it is not feasible to analyze the statutes, regulations and judicial and administrative rulings in every jurisdiction. Rather, we have obtained the advice of state and local tax experts with respect to tax laws of certain states and local jurisdictions that represent a large portion of our hotel revenue. Many of the statutes and regulations that impose these taxes were established before the emergence of the internet and eCommerce. Certain jurisdictions have enacted, and others may enact, legislation regarding the imposition of taxes on businesses that arrange the booking of hotel or alternative accommodations. We continue to work with the relevant tax authorities and legislators to clarify our obligations under new and emerging laws and regulations. We will continue to monitor the issue closely and provide additional disclosure, as well as adjust the level of reserves, as developments warrant. Additionally, certain of our businesses are involved in tax related litigation, which is discussed in Part I, Item 3, Legal Proceedings. Recent occupancy tax developments are also discussed below under the caption “Occupancy and Other Taxes.”
Stock-Based Compensation
Historically, our primary form of employee stock-based compensation was stock option awards. Our employee stock options consist of service based awards, some of which also have market-based vesting conditions. We measure the value of stock option awards on the date of grant at fair value using the appropriate valuation techniques, including the Black-Scholes and Monte Carlo option-pricing models, for awards that contain market-based vesting conditions. We amortize the fair value over the remaining explicit vesting term in the case of service-based awards and the longer of the derived service period or the explicit service period for awards with market conditions, on a straight-line basis. We account for forfeitures as they occur. The
pricing models require various highly judgmental assumptions including volatility and expected option term. If any of the assumptions used in the models change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period.
In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount.
New Accounting Pronouncements
For a discussion of new accounting pronouncements, see NOTE 2 — Significant Accounting Policies in the notes to consolidated financial statements.
Occupancy and Other Taxes
We are currently involved in 15 lawsuits brought by or against states, cities and counties over issues involving the payment of hotel occupancy and other taxes. We continue to defend these lawsuits vigorously. With respect to the principal claims in these matters, we believe that the statutes and ordinances at issue do not apply to the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes and 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.
Recent developments include:
Jefferson Parish, Louisiana Litigation. On January 2, 2019, Jefferson Parish, Louisiana filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia, alleging claims for declaratory judgment, violation of state and local tax laws, unfair trade practices, breach of fiduciary duty and imposition of a constructive trust.
Palm Beach County, Florida Litigation. On January 23, 2019, the court granted defendants’ motion for summary judgment, concluding that the defendants are not responsible for tourist development taxes.
Miami Dade County, Florida Litigation. On October 30, 2018, Miami-Dade County, Florida filed a lawsuit in Florida state court against HomeAway and Expedia for a declaratory judgment and supplemental relief claiming that HomeAway is obligated to collect and remit transient rental taxes imposed by Miami-Dade County.
Broward County, Florida Litigation. On January 11, 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway for a declaratory judgment and supplemental relief claiming that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and also seeking enforcement of a subpoena.
Colorado Department of Revenue Tax Litigation. On January 11, 2019, a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz filed a complaint in Colorado state court appealing tax assessments for state and state-collected local taxes issued by the Colorado Department of Revenue.
Palm Beach County, Florida Litigation (Ordinance Tax Amendments Challenge). On November 20, 2018, HomeAway filed a lawsuit in Florida state court seeking a declaratory judgment and injunctive relief against Palm Beach County, Florida and its Tax Collector in connection with recently enacted amendments to the County’s tax ordinance.
For additional information on these and other legal proceedings, see Part I, Item 3, Legal Proceedings.
We have established a reserve for the potential settlement of issues related to hotel occupancy and other tax litigation, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $46 million as of December 31, 2018 and $43 million as of December 31, 2017.
Certain jurisdictions, including the states of New York, New Jersey, North Carolina, Minnesota, Oregon, Rhode Island, Maryland, Pennsylvania, Hawaii, Iowa, Massachusetts, the city of New York, and the District of Columbia, have enacted legislation seeking to tax online travel company services as part of sales or other taxes for hotel occupancy and/or car rental. We are currently remitting taxes to a number of jurisdictions, including to the states of New York, New Jersey, South Carolina, North Carolina, Minnesota, Georgia, Wyoming, Oregon, Rhode Island, Montana, Maryland, Kentucky, Maine, New Jersey, Pennsylvania, Hawaii, Iowa, Massachusetts, the city of New York and the District of Columbia, as well as certain other jurisdictions.
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. However, any significant pay-to-play payment or litigation loss could negatively impact our liquidity. For additional information, including significant pay-to-play payments made by Expedia Group companies as well as reimbursement of certain pay-to-play amounts received by Expedia Group companies, see NOTE 16 — Commitments and Contingencies - Legal Proceedings - Pay-to-Play in the notes to the consolidated financial statements.
Other Jurisdictions. We are also in various stages of inquiry or audit with domestic and foreign tax authorities, some of which, including in the City of Los Angeles regarding hotel occupancy taxes and in the United Kingdom regarding the application of value added tax (“VAT”) to our European Union related transactions, may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.
Segments
We have four reportable segments: Core OTA, trivago, HomeAway, and Egencia. Our Core OTA segment provides a full range of travel and advertising services to our worldwide customers through a variety of brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Orbitz, CheapTickets, ebookers, Expedia Partner Solutions, Hotwire.com, Travelocity, Wotif Group, CarRentals.com, Classic Vacations and SilverRail Technologies, Inc. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. Our HomeAway segment operates an online marketplace for the alternative accommodations industry. Our Egencia segment provides managed travel services to corporate customers worldwide.
Operating Metrics
Our operating results are affected by certain metrics, such as gross bookings and revenue margin, which we believe are necessary for understanding and evaluating us. Gross bookings represent the total retail value of transactions booked for both agency and merchant transactions as well as HomeAway bookings, recorded at the time of booking reflecting the total price due for travel by travelers, including taxes, fees and other charges, and are generally reduced for cancellations and refunds. As travelers have increased their use of the internet to book travel arrangements, we have generally seen our gross bookings increase, reflecting the growth in the online travel industry, our organic market share gains and our business acquisitions. Revenue margin is defined as revenue as a percentage of gross bookings.
When HomeAway properties are booked through our Core OTA websites and vice versa, the segments split the third-party revenue for management and segment reporting purposes with the majority of the third-party revenue residing with the website marketing the property or room. The operating metrics, including gross bookings and room nights, are not split but instead generally reside entirely with the website marketing the property or room.
Gross Bookings and Revenue Margin
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Gross Bookings | | | | | | | | | |
| Core OTA | $ | 80,320 |
| | $ | 72,701 |
| | $ | 66,063 |
| | 10 | % | | 10 | % |
trivago(1) | — |
| | — |
| | — |
| | N/A |
| | N/A |
|
| HomeAway | 11,449 |
| | 8,746 |
| | 5,980 |
| | 31 | % | | 46 | % |
| Egencia | 7,958 |
| | 6,963 |
| | 6,368 |
| | 14 | % | | 9 | % |
| Total gross bookings | $ | 99,727 |
| | $ | 88,410 |
| | $ | 78,411 |
| | 13 | % | | 13 | % |
| Revenue Margin | | | | | | | | | |
| Core OTA | 10.9 | % | | 10.8 | % | | 10.7 | % | | | | |
trivago(1) | N/A |
| | N/A |
| | N/A |
| | | | |
| HomeAway | 10.2 | % | | 10.4 | % | | 11.5 | % | | | | |
| Egencia | 7.6 | % | | 7.5 | % | | 7.3 | % | | | | |
| Total revenue margin | 11.3 | % | | 11.4 | % | | 11.2 | % | | | | |
| |
(1)(4) | trivago, which is comprisedThe amount of a hotel metasearch businessCash Severance (salary) and Health and Benefits for Mr. Dzielak assumes 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 usedExpedia Group has chosen to calculate total revenue margin.extend the Dzielak Continuation Period to 18 months. |
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations, we are providing the information below regarding the ratio of the annual total compensation of our median compensated employee to that of our Chief Executive Officer (the “CEO Pay Ratio”).
Identifying Our Median Compensated Employee
The increaseSEC rules allow companies to identify the median employee whose compensation will be used for the annual total compensation calculation once every three (3) years provided that there have not been any changes in worldwide gross bookingsthe company’s employee population or employee compensation arrangements that it is reasonably believed would result in a significant change in its pay ratio disclosure. While there were no changes in the Company's employee population or employee compensation arrangements that it is reasonably believed would result in a significant change to the Company's pay ratio, the median employee identified in 2017 was subsequently promoted making the employee no longer representative of the median. Therefore, in accordance with SEC executive compensation disclosure rules, we selected an employee whose compensation was substantially similar to our 2017 median employee based on the compensation measure used to select the 2017 median employee.
As previously disclosed, when determining our median compensated employee, we included the following compensation elements for our global employee population other than our President and Chief Executive Officer, including employees of our consolidated subsidiaries, as of November 1, 2017 (the “Determination Date”), using foreign exchange rates in effect on the Determination Date for non-domestic employees:
annual salary, which for hourly employees was calculated based on hourly rates and total scheduled 2017 hours as of the Determination Date, and for all other employees was calculated based on their salary in effect on the Determination Date;
annual cash bonus (including cash incentive plan payments), which was calculated based on an employee’s target percentage times base salary in effect on the Determination Date; and
equity-based compensation, which was calculated based on target equity award levels as of the Determination Date, taking into account an employee’s role and level.
On the Determination Date, our global employee population for purposes of the median employee determination was 22,152 employees (comprised of 10,227 domestic and 11,925 international employees), including full-time and part-time employees, interns, trainees, and fixed term contractors who are paid directly by the Company. This determination process identified in a median group consisting of several employees and a representative employee was selected from that group, taking into account demographic characteristics that best represent a typical Expedia Group employee, including tenure, location, role and responsibilities.
Median Employee’s Total 2018 Compensation
Having identified our median compensated employee, we then calculated that employee’s actual 2018 total annual compensation in accordance with the SEC’s requirements for reporting named executive officer compensation in the Summary Compensation Table, resulting in 2018 and 2017 comparedannual total compensation of $67,457.
CEO’s Total 2018 Compensation
For the purposes of the 2018 CEO Pay Ratio disclosure, we used Mr. Okerstrom’s 2018 total compensation as reported in the Summary Compensation Table, which was $13,089,562.
2018 CEO Pay Ratio
The ratio of Mr. Okerstrom’s annual total compensation for 2018 to the prior year periodsmedian employee annual total compensation, determined as described above, was primarily due194:1.
Other Considerations
Long-term equity incentive awards account for $9,078,946 (approximately 69%) of Mr. Okerstrom’s total 2018 annual incentive compensation. Assuming his continued employment with Expedia Group through the applicable vesting dates, of Mr. Okerstrom’s 2018 long-term incentive awards:
$5,118,946 (39% of his total 2018 compensation) would vest in March 2022 at the earliest;
$2,141,000 (16% of his total 2018 compensation) would vest in September 2021 at the earliest, and then only if a stock price goal of $180 is met (a 72% increase to growththe closing price of Expedia Group’s common stock on the date of grant); and
$1,819,000 (14% of his total 2018 compensation) would vest in September 2021 at the Core OTA segment, including growth at Brandearliest, and then only if a stock price goal of $200 is met (a 91% increase to the closing price of Expedia Hotels.comGroup’s common stock on the date of grant).
The pay ratio disclosure set forth above is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on the methodologies and Expedia Partner Solutions,assumptions described above. SEC rules for identifying the median employee and determining the related pay ratio permit companies to use a wide range of methodologies, estimates and assumptions. As a result, the pay ratios reported by other companies may be based on other permitted methodologies and/or assumptions, and as well as growth at HomeAway.a result, are likely not comparable to our pay ratio.
ResultsCompensation of OperationsDirectors
RevenueExpedia Group employees generally do not receive compensation for services as directors. In 2018, Mr. Kaufman did not receive compensation for his service as an executive of the Company and instead received compensation only for his Board service. In addition, prior to his appointment as Vice Chairman in June 2018, Mr. Kern received standard Expedia Group non-employee director compensation as described in this section but ceased to receive such compensation upon his appointment as Vice Chairman.
Mr. Kaufman and each non-employee director of Expedia Group who served on the Board during 2018, including Mr. Kern for the period of the year prior to his appointment as Vice Chairman, was entitled to receive the following compensation:
an annual retainer of $45,000, paid in equal quarterly installments;
a grant of restricted stock units (“RSUs”) with a value of $250,000 (based on the closing price of Expedia Group’s common stock on the Nasdaq Stock Market on the day prior to the grant), upon such director’s initial election to office or at the time such director first became eligible to receive compensation for service as a director, and annually thereafter on June 1, such RSUs to vest in three equal installments commencing on the first anniversary of the grant date and such RSUs to be entitled to dividends declared and paid on the underlying shares of common stock during the vesting period. In the event of a change in control (as defined in the Expedia Group 2005 Plan and described in the section above titled “Executive Compensation—Potential Payments Upon Termination or Change in Control”), the RSUs shall vest automatically in full;
an annual retainer of $20,000 for each member of the Audit Committee (including the Chairman) and $15,000 for each member of the Compensation Committee (including each of the Co-Chairs); and
an additional annual retainer of $10,000 for the Chairman of the Audit Committee and $10,000 for the each of the Co-Chairs of the Compensation Committee.
Members of the Section 16 Committee do not receive additional compensation for service on that committee. Expedia Group reimburses directors for all reasonable expenses incurred to attend Board and committee meetings.
Director Stock Ownership Guidelines
The Board of Directors has adopted stock ownership guidelines for directors to further align the interests of the directors with the interests of the stockholders of the Company. The director stock ownership guidelines apply to all directors except (i) directors who are also subject to the Company’s Executive Stock Ownership Guidelines and (ii) directors nominated by Liberty Expedia Holdings that do not receive compensation from the Company for service on the Board of Directors (“Covered Directors”).
Covered Directors are encouraged to hold a number of shares of Expedia Group common stock during their tenure equal to three times the annual cash retainer (currently $45,000, with the current holding requirement thereby equal to $135,000). Covered Directors have three years to attain the holding requirement. If the annual cash retainer is increased during a Covered Director’s service, the Covered Director shall have three years from the date of the increase in the annual cash retainer to acquire the additional stock. Based on the closing price of the Company’s common stock on April 19, 2019, each Covered Director held shares of Expedia Group common stock with a value greater than $135,000, except Ms. Chun, who was elected to the Board in December 2017.
Non-Employee Director Deferred Compensation Plan
Under the Director Deferred Compensation Plan, non-employee directors may defer all or a portion of their directors’ fees. Eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the purchase of share units, representing the number of shares of Expedia Group common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund. If any dividends are paid on Expedia Group common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the average “bank prime loan” rate for such year identified in the U.S. Federal Reserve Statistical Release. Upon termination of service as a director of the Company, a director will receive (1) with respect to share units, such number of shares of Expedia Group common stock as the share units represent, and (2) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up to five installments, as elected by the eligible director at the time of the deferral election. Each of Messrs. von Furstenberg and Khosrowshahi and Mses. Athey and Clinton elected to defer their respective 2018 director fees.
2018 Director Compensation
As employee directors, Messrs. Diller and Okerstrom did not receive compensation for service as directors for 2018. Mr. Kern did not receive compensation for service as a director following his appointment as Vice Chairman in June 2018; see the section above titled “2018 Summary Compensation Table” for information regarding Mr. Kern’s 2018 compensation. The following table shows compensation information for all other directors who received compensation for their Expedia Group Board of Directors service during 2018.
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Revenue by Segment | | | | | | | | | |
| Core OTA | $ | 8,760 |
| | $ | 7,881 |
| | $ | 7,084 |
| | 11 | % | | 11 | % |
| trivago (Third-party revenue) | 691 |
| | 752 |
| | 539 |
| | (8 | )% | | 40 | % |
| HomeAway | 1,171 |
| | 906 |
| | 689 |
| | 29 | % | | 32 | % |
| Egencia | 601 |
| | 521 |
| | 462 |
| | 16 | % | | 13 | % |
| Total revenue | $ | 11,223 |
| | $ | 10,060 |
| | $ | 8,774 |
| | 12 | % | | 15 | % |
|
| | | | | | |
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) |
Susan C. Athey(10) | 45,000 |
| 249,927 | — | 294,927 |
|
A. George “Skip” Battle(4) | 75,000 |
| 249,927 | — | 324,927 |
|
| Courtnee A. Chun | 45,000 |
| 249,927 | — | 294,927 |
|
Chelsea Clinton(5),(10) | 52,953 |
| 249,927 | — | 302,880 |
|
Pamela L. Coe(6) | 60,000 |
| 249,927 | — | 309,927 |
|
Jonathan L. Dolgen(7) | 70,000 |
| 249,927 | — | 319,927 |
|
Craig A. Jacobson(8) | 85,302 |
| 249,927 | | 335,229 |
|
Victor A. Kaufman(9) | 45,000 |
| 249,927 | — | 294,927 |
|
Dara Khosrowshahi(10) | 45,000 |
| 249,927 | — | 294,927 |
|
| Scott Rudin | 45,000 |
| 249,927 | — | 294,927 |
|
| Christopher W. Shean | 45,000 |
| 249,927 | — | 294,927 |
|
Alexander von Furstenberg(10) | 45,000 |
| 249,927 | — | 294,927 |
|
In 2018, revenue increased primarily driven by growth in the Core OTA segment, including growth at Brand Expedia, Expedia Partner Solutions and Hotels.com, as well as growth at HomeAway. In 2017, revenue increased primarily driven by growth in the Core OTA segment, including growth at Brand Expedia and Expedia Partner Solutions, as well as growth at HomeAway and trivago.
|
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Revenue by Service Type | | | | | | | | | |
| Lodging | $ | 7,712 |
| | $ | 6,851 |
| | $ | 6,021 |
| | 13 | % | | 14 | % |
| Air | 881 |
| | 784 |
| | 778 |
| | 12 | % | | 1 | % |
Advertising and media(1) | 1,092 |
| | 1,073 |
| | 807 |
| | 2 | % | | 33 | % |
| Other | 1,538 |
| | 1,352 |
| | 1,168 |
| | 14 | % | | 16 | % |
| Total revenue | $ | 11,223 |
| | $ | 10,060 |
| | $ | 8,774 |
| | 12 | % | | 15 | % |
| |
| (1) | Includes third-party revenue from trivago as well as our transaction-based websites. |
Lodging revenue increased 13%This column reports the amount of cash compensation earned in 2018 on a 13% increase in room nights stayed driven by growth in Hotels.com, Expedia Partner Solutions and HomeAway. Lodging revenue increased 14% in 2017 primarily due to a 16% increase in room nights stayed driven by growth in Brand Expedia, HomeAway and Expedia Partner Solutions, partially offset by a 2% decline in revenue per room night.
Worldwide air revenue increased 12% in 2018 due to a 5% increase in air tickets sold as well as a 7% increase in revenue per ticket. Air revenue growth for 2018 included an approximately 3% benefit due to an accounting change related to classification of certain fees, which were previously recorded as contra-revenue but now classified as cost of revenue with no net impact to operating income. Worldwide air revenue increased 1% in 2017 due to 4% increase in air tickets sold, partially offset by a 3% decrease in revenue per ticket.
Advertising and media revenue increased 2% in 2018 due to continued growth at Expedia Group Media Solutions, offset by declines at trivago. Advertising and media revenue increased 33% in 2017 primarily due to growth at trivago and Expedia Group Media Solutions.
All other revenue, which includes car rental, insurance, destination services and fees related to our corporate travel business, increased by 14% in 2018 and 16% in 2017 primarily due to growth in our travel insurance products and car rental revenue.
In addition to the above segment and product revenue discussion, our revenue by business model is as follows:
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Revenue by Business Model | | | | | | | | | |
| Merchant | $ | 5,950 |
| | $ | 5,394 |
| | $ | 4,853 |
| | 10 | % | | 11 | % |
| Agency | 3,010 |
| | 2,687 |
| | 2,425 |
| | 12 | % | | 11 | % |
| Advertising and media | 1,092 |
| | 1,073 |
| | 807 |
| | 2 | % | | 33 | % |
| HomeAway | 1,171 |
| | 906 |
| | 689 |
| | 29 | % | | 32 | % |
| Total revenue | $ | 11,223 |
| | $ | 10,060 |
| | $ | 8,774 |
| | 12 | % | | 15 | % |
The increase in merchant revenue in 2018 and 2017 was primarily due to an increase in room nights stayed.
The increase in agency revenue in 2018 and 2017 was primarily due to the growth in agency hotel and air.
HomeAway revenue increased 29% in 2018 compared to 2017 due to growth in transactional revenue of approximately 55% primarily driven by a benefit from the traveler service fee, partially offset by subscription revenue decreasing approximately 20%. HomeAway revenue increased 32% in 2017 compared to 2016 primarily due to growth in transactional revenue of 115% driven by a benefit from the traveler service fee, partially offset by subscription revenue decreasing approximately 30%.
Cost of Revenue
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Customer operations | $ | 874 |
| | $ | 767 |
| | $ | 727 |
| | 14 | % | | 5 | % |
| Credit card processing | 508 |
| | 506 |
| | 508 |
| | — | % | | — | % |
| Data center, cloud and other | 583 |
| | 484 |
| | 362 |
| | 21 | % | | 34 | % |
| Total cost of revenue | $ | 1,965 |
| | $ | 1,757 |
| | $ | 1,597 |
| | 12 | % | | 10 | % |
| % of revenue | 17.5 | % | | 17.5 | % | | 18.2 | % | | | | |
Cost of revenue primarily consists of (1) customer operations, including our customer support and telesales as well as fees to air ticket fulfillment vendors, (2) credit card processing, including merchant fees, fraud and chargebacks, and (3) other costs, primarily including data center and cloud costs to support our websites, supplier operations, destination supply, and stock-based compensation.
In 2018, the increase in cost of revenue expense was driven by $107 million of increased customer operations expenses, including higher direct and headcount costs to support the growth of the business as well as impacts of the reclassification of certain air fees from contra-revenue due to the current year accounting change. In addition, data center, cloud and other costs increased $99 million period over period.
In 2017, the increase in cost of revenue expense was driven by $122 million of higher data center, cloud and other costs, including a $37 million increase in depreciation expense primarily data center related, as well as $40 million of increased customer operations expenses.
Cloud expense in cost of revenue during 2018 was $92 million compared to $57 million in 2017 and $4 million in 2016.
Selling and Marketing
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Direct costs | $ | 4,670 |
| | $ | 4,360 |
| | $ | 3,530 |
| | 7 | % | | 24 | % |
| Indirect costs | 1,097 |
| | 938 |
| | 837 |
| | 17 | % | | 12 | % |
| Total selling and marketing | $ | 5,767 |
| | $ | 5,298 |
| | $ | 4,367 |
| | 9 | % | | 21 | % |
| % of revenue | 51.4 | % | | 52.7 | % | | 49.8 | % | | | | |
Selling and marketing expense primarily relates to direct costs, including traffic generation costs from search engines and internet portals, television, radio and print spending, private label and affiliate program commissions, public relations and other costs. The remainder of the expense relates to indirect costs, including personnel and related overhead in our various brands and global supply organization as well as stock-based compensation costs.
Selling and marketing expenses increased $469 million during 2018 compared to 2017 driven by an increase of $310 million of direct costs, including online and offline marketing expenses. Expedia Partner Solutions, Brand Expedia, Hotels.com and HomeAway accounted for the majority of the total direct cost increases, partially offset by a decrease at trivago. In addition, higher indirect costs of $159 million also contributed to the increase and were primarily driven by growth in personnel in the lodging supply organization. The decrease in selling and marketing expense as a percentage of revenue in 2018 from 2017 was largely due to leverage on direct costs primarily driven by the ongoing marketing rationalization efforts at trivago.
Selling and marketing expenses increased $931 million during 2017 compared to 2016 driven by an increase of $830 million of direct costs, including online and offline marketing expenses. trivago, Brand Expedia, Expedia Partner Solutions and Hotels.com accounted for the majority of the total direct cost increases. In addition, higher indirect costs of $101 million also contributed to the increase and were primarily driven by growth in personnel at Egencia as well as in the lodging supply organization.
Technology and Content
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Personnel and overhead | $ | 796 |
| | $ | 667 |
| | $ | 600 |
| | 19 | % | | 11 | % |
| Depreciation and amortization of technology assets | 495 |
| | 445 |
| | 362 |
| | 11 | % | | 23 | % |
| Other | 326 |
| | 275 |
| | 273 |
| | 18 | % | | 1 | % |
| Total technology and content | $ | 1,617 |
| | $ | 1,387 |
| | $ | 1,235 |
| | 17 | % | | 12 | % |
| % of revenue | 14.4 | % | | 13.8 | % | | 14.1 | % | | | | |
Technology and content expense includes product development and content expense, as well as information technology costs to support our infrastructure, back-office applications and overall monitoring and security of our networks, and is principally comprised of personnel and overhead, depreciation and amortization of technology assets including hardware, and purchased and internally developed software, and other costs including cloud expense, licensing and maintenance expense and stock-based compensation.
Technology and content expense increased $230 million for 2018 compared to 2017 primarily due to increased personnel and overhead costs of $129 million on higher headcount investments to develop our eCommerce platform and growth at HomeAway. Depreciation and amortization of technology assets also increased by $50 million. Other costs increased $51 million year-over-year primarily due to higher licensing and maintenance costs to support the growth of our technology platforms as well as higher cloud expenses.
Technology and content expense increased $152 million for 2017 primarily due to increased depreciation and amortization of technology assets of $83 million year-over-year. Personnel and overhead costs also increased $67 million on higher headcount. Other costs increased $2 million year-over-year primarily due to higher licensing and maintenance to support the growth of our technology platforms, partially offset by lower stock-based compensation of $9 million, including the impact of 2016 amounts related to the trivago employee stock option plan as described in NOTE 9 — Stock-Based Awards and Other Equity Instruments.
Cloud expense in technology and content during 2018 was $48 million, compared to $38 million in 2017 and $35 million in 2016.
General and Administrative
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Personnel and overhead | $ | 520 |
| | $ | 453 |
| | $ | 411 |
| | 15 | % | | 10 | % |
| Professional fees and other | 288 |
| | 223 |
| | 267 |
| | 29 | % | | (17 | )% |
| Total general and administrative | $ | 808 |
| | $ | 676 |
| | $ | 678 |
| | 20 | % | | — | % |
| % of revenue | 7.2 | % | | 6.7 | % | | 7.7 | % | | | | |
General and administrative expense consists primarily of personnel-related costs, including our executive leadership, finance, legal and human resource functions as well as fees for external professional services including legal, tax and accounting, and other costs including stock-based compensation.
General and administrative expense increased $132 million in 2018 compared to 2017 primarily related to higher personnel and overhead costs of $67 million resulting from increased headcount at corporate as well as the prior year reversal of approximately $41 million of previously recognized stock-based compensation expense related to the departure of our former CEO in September 2017.
General and administrative expense decreased $2 million in 2017 compared to 2016 primarily related to a decrease in professional fees and other on lower stock-based compensation of $64 million year-over-year, resulting from the 2017 reversal of approximately $41 million of previously recognized stock-based compensation expense related to the departure of our former CEO as well as the absence of certain 2016 stock-based compensation charges related to trivago, partially offset by an increase in professional fees. In addition, personnel and overhead expenses also increased $42 million primarily driven by the organic growth of the business.
Amortization and Impairment of Intangible Assets
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Amortization of intangible assets | $ | 283 |
| | $ | 275 |
| | $ | 317 |
| | 3 | % | | (13 | )% |
| Impairment of intangible assets | 42 |
| | — |
| | 35 |
| | N/A |
| | N/A |
|
Amortization of intangible assets increased $8 million in 2018 compared to 2017 primarily due to amortization related to new business acquisitions in the prior year. In 2017, amortization of intangible assets decreased $42 million compared to 2016 primarily due to the completion of amortization related to certain intangible assets, partially offset by $11 million of amortization related to new business acquisitions in 2017.
In 2018 and in 2016, we recorded an impairment loss of $42 million and $35 million related to indefinite-lived trade names within our Core OTA segment due to changes in estimated future revenue of the related brands.
Impairment of Goodwill
During 2018, we recognized a goodwill impairment charge of $86 million related to a reporting unit within our Core OTA segment. See NOTE 4 — Fair Value Measurementsin the notes to the consolidated financial statements for further information.
Legal Reserves, Occupancy Tax and Other
|
| | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Legal reserves, occupancy tax and other | $ | (59 | ) | | $ | 25 |
| | $ | 27 |
| | N/A | | (4 | )% |
Legal reserves, occupancy tax and other primarily consists of increases in our reserves for court decisions and the potential and final settlement of issues related to hotel occupancy and other taxes, expenses recognized related to monies paid in advance of occupancy and other tax proceedings (“pay-to-play”) as well as certain other legal reserves.
During 2018, we received a refund of prepaid pay-to-play payments of $78 million from the City of San Francisco and recorded a related gain in legal reserves, occupancy tax and other, which was partially offset by expense related to changes in our reserve related to hotel occupancy and other taxes for other jurisdictions.
During 2017, the expense primarily related to changes in our reserve related to hotel occupancy and other taxes.
During 2016, we recognized approximately $12 million for amounts expected to be paid in advance of litigation related to merchant car rental transactions in connection with Hawaii's general excise tax litigation. The remaining expense in 2016 related to changes in our reserve related to hotel occupancy and other taxes.
For additional information, see NOTE 16 — Commitments and Contingencies in the notes to the consolidated financial statements.
Restructuring and Related Reorganization Charges
During 2018, we did not recognize any restructuring and related reorganization charges. However, during 2017 and 2016, in connection with activities to centralize and optimize certain operations as well as migrate technology platforms in the prior years, primarily related to previously disclosed acquisitions, we recognized $17 million and $56 million in restructuring and related reorganization charges, respectively.
Operating Income
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Operating income | $ | 714 |
| | $ | 625 |
| | $ | 462 |
| | 14 | % | | 35 | % |
| % of revenue | 6.4 | % | | 6.2 | % | | 5.3 | % | | | | |
In 2018, operating income increased primarily due to growth in revenue in excess of operating costs as well as the $78 million gain recognized related to the San Francisco pay-to-play refund in the current year, partially offset by current year impairment charges related to goodwill and intangible assets.
In 2017, operating income increased primarily due to growth in revenue and a decrease in most major expense categories as a percentage of revenue, partially offset by growth in sales and marketing as a percentage of revenue in 2017.
Adjusted EBITDA by Segment |
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Core OTA | $ | 2,305 |
| | $ | 2,057 |
| | $ | 1,956 |
| | 12 | % | | 5 | % |
| trivago | 16 |
| | 5 |
| | 35 |
| | 186 | % | | (84 | )% |
| HomeAway | 288 |
| | 202 |
| | 175 |
| | 43 | % | | 15 | % |
| Egencia | 107 |
| | 95 |
| | 81 |
| | 13 | % | | 18 | % |
| Unallocated overhead costs (Corporate) | (746 | ) | | (646 | ) | | (631 | ) | | (15 | )% | | (3 | )% |
Total Adjusted EBITDA(1) | $ | 1,970 |
| | $ | 1,713 |
| | $ | 1,616 |
| | 15 | % | | 6 | % |
(1) Adjusted EBITDA is a non-GAAP measure. See "Definition and Reconciliation of Adjusted EBITDA" below for more information.
Adjusted EBITDA is our primary segment operating metric. See NOTE 18 — Segment Information in the notes to the consolidated financial statements for additional information on intersegment transactions, unallocated overhead costs and for a reconciliation of Adjusted EBITDA by segment to net income (loss) attributable to Expedia Group, Inc. for the periods presented above.
Core OTA Adjusted EBITDA increased $248 million during 2018, primarily due to an increase in revenue combined with a decrease in selling and marketing as a percentage of revenue in the current period. Adjusted EBITDA increased $101 million during 2017, primarily due to an increase of $797 million in revenue, partially offset by an increase in online marketing expense mostly at Brand Expedia, Expedia Partner Solutions and Hotels.com, and including an increase in online spend at trivago.
trivago Adjusted EBITDA increased $11 million during 2018. Beginning late in the second quarter of 2018, trivago started focusing on improved profitability and made significant reductions in its advertising spend as a result of this increased focus on reducing operating expenditures. trivago Adjusted EBITDA declined $30 million during 2017. The deterioration was largely driven by a sudden change in advertiser bidding at the end of the second quarter of 2017 resulting in a sharp decline in revenue growth. Marketing spend, in particular pre-committed television spend, could not be adjusted to an optimal level timely enough and resulted in the declining profitability.
HomeAway Adjusted EBITDA increased $86 million during 2018 due to an increase of $265 million in revenue, partially offset by higher operating expenses from planned investments in performance-based marketing as well as continued investing in both customer and supplier facing products, and HomeAway's migration to the cloud. HomeAway Adjusted EBITDA increased $27 million during 2017 due to an increase of $217 million in revenue, partially offset by higher selling and marketing and technology and content expense. During 2017, HomeAway continued to invest in offline and online brand marketing to bring more demand to its supply base and in growing its product and technology teams.
Egencia Adjusted EBITDA increased $12 million during 2018 primarily due to an increase in revenue of $80 million as a result of adding new corporate clients and room night growth, partially offset by investments in customer service and product to
further differentiate Egencia. Egencia Adjusted EBITDA increased $14 million in 2017 primarily due to an increase in revenue of $59 million as a result of adding new corporate clients and room night growth as well as scale efficiencies, partially offset by investments in sales, product and technology.
Unallocated overhead costs increased $100 million during 2018 primarily due to higher general and administrative personnel and overhead costs as well as higher technology and content expense to support investments in our eCommerce platform. Unallocated overhead costs increased $15 million during 2017 primarily due to higher general and administrative professional fees as well as personnel and overhead costs, partially offset by lower technology and content expense as we lapped over an accelerated pace of technology hiring in 2016.
Interest Income and Expense
|
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Interest income | $ | 71 |
| | $ | 34 |
| | $ | 20 |
| | 108 | % | | 73 | % |
| Interest expense | (190 | ) | | (182 | ) | | (173 | ) | | 5 | % | | 5 | % |
Interest income increased in 2018 compared to 2017 primarily due to interest income recognized on the San Francisco pay-to-play refund mentioned above of $19 million as well as higher invested balances and to a lesser extent higher rates of return. Interest income increased in 2017 compared to 2016 primarily due to higher invested balances and to a lesser extent higher rates of return.
Interest expense increased in 2018 compared to 2017 primarily as a full year of interest on the $1 billion senior unsecured notes issued in September 2017, partially offset by lower interest expense due to the August 2018 maturity of our $500 million senior unsecured notes. Interest expense increased in 2017 compared to 2016 primarily as a result of additional interest on the $1 billion senior unsecured notes issued in September 2017.
As of December 31, 2018, 2017 and 2016, our senior unsecured notes indebtedness totaled $3.7 billion, $4.2 billion and $3.2 billion, respectively.
Other, Net
Other, net is comprised of the following:
|
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions) |
| Foreign exchange rate gains (losses), net | $ | 3 |
| | $ | (46 | ) | | $ | (15 | ) |
| Losses on minority equity investments, net | (111 | ) | | (14 | ) | | (12 | ) |
| Other | (2 | ) | | — |
| | (5 | ) |
| Total other, net | $ | (110 | ) | | $ | (60 | ) | | $ | (32 | ) |
During 2018, the losses on minority equity investments, net related to fair value changes in our investment in Despegar, a publicly traded company, partially offset by $33 million of gains related to minority investments without readily determinable fair values for which recently observable and orderly transactions for similar investments occurred during the year. See NOTE 2 — Significant Accounting Policies – Recently Adopted Accounting Policies – Recognition and Measurement of Financial Instruments for more information on the related new accounting guidance for minority equity investments adopted in 2018.
Provision for Income Taxes |
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | % Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | ($ in millions) | | | | |
| Provision for income taxes | $ | 87 |
| | $ | 45 |
| | $ | 16 |
| | 94 | % | | 196 | % |
| Effective tax rate | 18.1 | % | | 10.9 | % | | 5.5 | % | | | | |
Our effective tax rate for 2018 was lower than the 21% federal statutory rate primarily due to earnings in foreign jurisdictions outside of the United States, predominately Switzerland, where our statutory income tax rate is lower, as well as
excess tax benefits related to stock-based payments and foreign-derived intangible income ("FDII"). The net increase in our effective rate for 2018 compared to 2017 was primarily driven by the Tax Act, the 2018 non-deductible goodwill impairments as discussed in NOTE 4 — Fair Value Measurements in the notes to the consolidated financial statements and a decrease in the excess tax benefits related to stock-based payments.
Our effective tax rate for 2017 was lower than the 35% federal statutory rate due to earnings in foreign jurisdictions outside of the United States well as excess tax benefits related to stock-based payments. The net increase in our effective rate for 2017 compared to 2016 was primarily due to one-time tax benefits in 2016 including release of a valuation allowance and return to provision true-ups, as well as an increase in losses generated in foreign jurisdictions at tax rates below the 35% federal statutory rate. The effects of the provisional income inclusion for the deemed repatriation transition tax pursuant to the Tax Act were negated by the benefit of the provisional remeasurement of our net deferred tax liability.
Our effective tax rate for 2016 was lower than the 35% federal statutory rate due to earnings in foreign jurisdictions outside of the United States as well as the tax benefits from the adoption of new accounting guidance related to stock-based compensation and the release of valuation allowances in the United Kingdom and Germany on cumulative foreign net operating losses for which it is more likely than not the tax benefit will be realized.
For additional information including additional information on the impacts of the Tax Act, see NOTE 10 — Income Taxesin the notes to the consolidated financial statements.
Definition and Reconciliation of Adjusted EBITDA
We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles ("GAAP"). Adjusted EBITDA is among the primary metrics by which management evaluates the performance of the business and on which internal budgets are based. Management believes that investors should have access to the same set of tools that management uses to analyze our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP. Adjusted EBITDA has certain limitations in that it does not take into account the impact of certain expenses to our consolidated statements of operations. We endeavor to compensate for the limitation of the non-GAAP measure presented by also providing the most directly comparable GAAP measure and a description of the reconciling items and adjustments to derive the non-GAAP measure. Adjusted EBITDA also excludes certain items related to transactional tax matters, which may ultimately be settled in cash, and we urge investors to review the detailed disclosure regarding these matters included above, in the Legal Proceedings section, as well as the notes to the financial statements. The non-GAAP financial measure used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
Adjusted EBITDA is defined as net income (loss) attributable to Expedia Group, Inc. adjusted for (1) net income (loss) attributable to non-controlling interests; (2) provision for income taxes; (3) total other expenses, net; (4) stock-based compensation expense, including compensation expense related to certain subsidiary equity plans; (5) acquisition-related impacts, including (i) amortization of intangible assets and goodwill and intangible asset impairment, (ii) gains (losses) recognized on changes in the value of contingent consideration arrangements, if any, and (iii) upfront consideration paid to settle employee compensation plans of the acquiree, if any; (6) certain other items, including restructuring; (7) items included in legal reserves, occupancy tax and other; (8) that portion of gains (losses) on revenue hedging activities that are included in other, net that relate to revenue recognized in the period; and (9) depreciation.
The above items are excluded from our Adjusted EBITDA measure because these items are noncash in nature, or because the amount and timing of these items is unpredictable, not driven by core operating results and renders comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA is a useful measure for analysts and investors to evaluate our future on-going performance as this measure allows a more meaningful comparison of our performance and projected cash earnings with our historical results from prior periods and to the results of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. In addition, we believe that by excluding certain items, such as stock-based compensation and acquisition-related impacts, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business and allows investors to gain an understanding of the factors and trends affecting the ongoing cash earnings capabilities of our business, from which capital investments are made and debt is serviced.
The reconciliation of net income attributable to Expedia Group, Inc. to Adjusted EBITDA is as follows: |
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions) |
| Net income attributable to Expedia Group, Inc. | $ | 406 |
| | $ | 378 |
| | $ | 282 |
|
| Net loss attributable to non-controlling interests | (8 | ) | | (6 | ) | | (21 | ) |
| Provision for income taxes | 87 |
| | 45 |
| | 16 |
|
| Total other expense, net | 229 |
| | 208 |
| | 185 |
|
| Operating income | 714 |
| | 625 |
| | 462 |
|
| Gain (loss) on revenue hedges related to revenue recognized | 25 |
| | 8 |
| | 13 |
|
| Restructuring and related reorganization charges, excluding stock-based compensation | — |
| | 17 |
| | 43 |
|
| Legal reserves, occupancy tax and other | (59 | ) | | 25 |
| | 27 |
|
| Stock-based compensation | 203 |
| | 149 |
| | 242 |
|
| Amortization of intangible assets | 283 |
| | 275 |
| | 317 |
|
| Impairment of goodwill | 86 |
| | — |
| | — |
|
| Impairment of intangible assets | 42 |
| | — |
| | 35 |
|
| Depreciation | 676 |
| | 614 |
| | 477 |
|
| Adjusted EBITDA | $ | 1,970 |
| | $ | 1,713 |
| | $ | 1,616 |
|
Financial Position, Liquidity and Capital Resources
Our principal sources of liquidity are cash flows generated from operations; our cash and cash equivalents and short-term investment balances, which were $2.5 billion and $3.3 billion at December 31, 2018 and 2017, and our $2 billion revolving credit facility, which is essentially untapped and expires in May 2023.
As of December 31, 2018, the total cash and cash equivalents and short-term investments held outside the United States was $1.2 billion ($1.0 billion in wholly-owned foreign subsidiaries and $220 million in majority-owned subsidiaries). The amount of undistributed earnings in foreign subsidiaries where the foreign subsidiary has or will invest undistributed earnings indefinitely outside of the United States, and for which future distributions could be taxable, was $104 million as of December 31, 2018. The unrecognized deferred tax liability related to the U.S. federal income tax consequences of these earnings was $22 million as of December 31, 2018.
The revolving credit facility, which was amended in 2018 to increase the borrowing capacity to $2 billion, extend the expiration to May 2023, and reduce the interest rate on loans under the facility (as disclosed herein), bears interest based on the Company’s credit ratings with the applicable interest rate on drawn amounts at LIBOR plus 125 basis points and the commitment fee on undrawn amounts at 17.5 basis points as of December 31, 2018. The facility contains various restrictive covenants, including a maximum permissible leverage ratio and a minimum permissible interest coverage ratio. As of December 31, 2018, the maximum permissible leverage ratio and the minimum interest coverage were 4.00 to 1.00 and 2.75 to 1.00, respectively.
Our credit ratings are periodically reviewed by rating agencies. As of December 31, 2018, Moody’s rating was Ba1 with an outlook of “stable,” S&P’s rating was BBB with an outlook of “stable” and Fitch’s rating was BBB- with an outlook of “stable.” Changes in our operating results, cash flows, financial position, capital structure, financial policy or capital allocations to share repurchase, dividends, investments and acquisitions could impact the ratings assigned by the various rating agencies. Should our credit ratings be adjusted downward, we may incur higher costs to borrow and/or limited to access to capital markets, which could have a material impact on our financial condition and results of operations.
As of December 31, 2018, we were in compliance with the covenants and conditions in our revolving credit facility and outstanding debt, which was comprised of $750 million in registered senior unsecured notes due in August 2020 that bear interest at 5.95% (the “5.95% Notes”), $500 million in registered senior unsecured notes due in August 2024 that bear interest at 4.5% (the “4.5% Notes”), Euro 650 million of registered senior unsecured notes due in June 2022 that bear interest at 2.5% (the "2.5% Notes"), $750 million of registered senior unsecured notes due in February 2026 that bear interest at 5.0% ("the 5.0% Notes") and the $1 billion of registered senior unsecured notes due in February 2028 that bear interest at 3.8% ("the 3.8%
Notes"). In August 2018, our $500 million in registered senior unsecured notes that bore interest at 7.456% matured and the balance was repaid.
Under the merchant model, we receive cash from travelers at the time of booking and we record these amounts on our consolidated balance sheets as deferred merchant bookings. We pay our airline suppliers related to these merchant model bookings generally within a few weeks after completing the transaction, but we are liable for the full value of such transactions until the flights are completed. For most other merchant bookings, which is primarily our merchant hotel business, we generally pay after the travelers’ use and, in some cases, subsequent billing from the hotel suppliers. Therefore, generally we receive cash from the traveler prior to paying our supplier, and this operating cycle represents a working capital source of cash to us. As long as the merchant hotel business grows, we expect that changes in working capital related to merchant hotel transactions will positively impact operating cash flows. However, we are using both the merchant model and the agency model in many of our markets. If the merchant hotel model declines relative to our other business models that generally consume working capital such as agency hotel, managed corporate travel, advertising or certain Expedia Partner Solutions relationships, or if there are changes to the merchant model, supplier payment terms, or booking patterns that compress the time period between our receipt of cash from travelers and our payment to suppliers, such as with mobile bookings via smartphones, our overall working capital benefits could be reduced, eliminated or even reversed. Our future working capital benefits could also be impacted by HomeAway's continued shift to become the merchant of record on more of its transactions.
Seasonal fluctuations in our merchant hotel bookings affect the timing of our annual cash flows. During the first half of the year, hotel bookings have traditionally exceeded stays, resulting in much higher cash flow related to working capital. During the second half of the year, this pattern reverses and cash flows are typically negative. While we expect the impact of seasonal fluctuations to continue, merchant hotel growth rates, changes to the model or booking patterns, changes in the relative mix of merchant hotel transactions compared with transactions in our working capital consuming businesses, including ETP, as well as the transformation of the HomeAway vacation rental listing business, may counteract or intensify the anticipated seasonal fluctuations.
As of December 31, 2018, we had a deficit in our working capital of $2.9 billion, compared to a deficit of $2.3 billion as of December 31, 2017. The change in the deficit was primarily due to investing and financing activities, including capital expenditures and purchase of treasury stock, partially offset by operating cash flows.
We continue to invest in the development and expansion of our operations. Ongoing investments include but are not limited to improvements in infrastructure, which include our servers, networking equipment and software, release improvements to our software code, platform migrations and consolidation and search engine marketing and optimization efforts. In addition, in 2016, we began our expansion into the cloud computing environment. While our cloud computing expenses have increased and are expected to continue to increase significantly over the next few years, they are expected to result in lower overall capital expenditures related to our data centers over time. Our future capital requirements may include capital needs for acquisitions (including purchases of non-controlling interest), share repurchases, dividend payments or expenditures in support of our business strategy; thus reducing our cash balance and/or increasing our debt. Excluding capital expenditures associated with the build out of our new corporate headquarters, we expect total capital expenditures for full year 2019 to increase over 2018 spending levels. For the new headquarters, we expect to spend approximately $900 million. Of the total, approximately $30 million was spent in 2016, approximately $70 million in 2017 and approximately $190 million in 2018. During 2019 and 2020, we expect to spend $425 to $475 million and $135 to $185 million, respectively. However, the timing of spend could shift as we progress toward completion of the project and total spend estimates could increase due to impacts from any additional tariffs.
Our cash flows are as follows:
|
| | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | $ Change |
| | 2018 | | 2017 | | 2016 | | 2018 vs 2017 | | 2017 vs 2016 |
| | (In millions) |
| Cash provided by (used in) operations: | | | | | | | | | |
| Operating activities | $ | 1,975 |
| | $ | 1,845 |
| | $ | 1,549 |
| | $ | 130 |
| | $ | 296 |
|
| Investing activities | (559 | ) | | (1,581 | ) | | (718 | ) | | 1,022 |
| | (863 | ) |
| Financing activities | (1,489 | ) | | 688 |
| | (691 | ) | | (2,177 | ) | | 1,379 |
|
| Effect of foreign exchange rate changes on cash and cash equivalents | (139 | ) | | 147 |
| | (35 | ) | | (286 | ) | | 182 |
|
In 2018, net cash provided by operating activities increased by $130 million primarily due to higher operating income after adjusting for impacts of depreciation, amortization, and impairments and a refund of "pay-to-play" hotel occupancy tax amounts, partially offset by a decrease in benefits from working capital changes, including lower merchant liability benefits
and higher cash paid for taxes. In 2017, net cash provided by operating activities increased by $296 million primarily due to increased benefits from working capital changes driven mostly from a change in merchant liabilities.
In 2018, $1,022 million less cash was used in investing activities primarily due to net sales of investments of $334 million in the current year compared to net purchases of investments of $715 million in the prior year and higher cash used for acquisitions in 2017, partially offset by higher current year capital expenditures primarily related to our new corporate headquarters. In 2017, cash used in investing activities increased by $863 million due to net purchase of investments of $715 million in 2017 compared to cash provided by net sales of investments of $16 million in 2016 and an increase of cash used for acquisitions of $168 million in 2017. These increases were partially offset by $6 million cash inflow in the 2017 due to the net settlement of foreign currency forwards compared to $53 million cash outflow in 2016 as well as lower capital expenditures of $39 million in 2017.
Cash used in financing activities in 2018 primarily included cash paid to acquire shares of $923 million, including the repurchased shares under the authorizations discussed below, the $500 million long-term debt repayment and a $186 million cash dividend payment, partially offset by $166 million of proceeds from the exercise of options and employee stock purchase plans. Cash provided by financing activities in 2017 primarily included $990 million of net proceeds from the issuance of 3.8% Notes as well as $229 million of proceeds from the exercise of options and employee stock purchase plans, partially offset by cash paid to acquire shares of $312 million and a $176 million cash dividend payment. Cash used in financing activities in 2016 primarily included cash paid to acquire shares of $456 million, the repayment of $401 million of HomeAway Convertible Notes and $150 million cash dividend payment, partially offset by $215 million of net proceeds from the initial public offering of trivago as well as $141 million of proceeds from the exercise of options and employee stock purchase plans.
During 2012, 2010, and 2006, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock during each of the respective years, during 2015 authorized a repurchase of up to 10 million shares of our common stock, and during 2018 authorized a repurchase of up to 15 million shares of our common stock for a total of 85 million shares. Shares repurchased under the authorized programs were as follows:
|
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| Number of shares repurchased | 7.7 million |
| | 2.3 million |
| | 4.0 million |
|
| Average price per share | $ | 117.02 |
| | $ | 127.04 |
| | $ | 109.64 |
|
Total cost of repurchases (in millions)(1) | $ | 903 |
| | $ | 294 |
| | $ | 436 |
|
| |
(1) | Amount excludes transaction costs. |
As of December 31, 2018, 12.2 million shares remain authorized for repurchase under the 2018 authorization with no fixed termination date for the repurchases.
Our common stock dividend was $1.24 per share for 2018, $1.16 per share for 2017 and $1.00 per share for 2016. See NOTE 12 — Stockholders’ Equity in the notes to consolidated financial statements for a detail of the quarterly dividend payments by year. In addition, in February 2019, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.32 per share of outstanding common stock payable on March 27, 2019 to the stockholders of record as of the close of business on March 7, 2019. Future declarations of dividends are subject to final determination by our Board of Directors.
Foreign exchange rate changes resulted in a reduction of our cash balances denominated in foreign currency in 2018 of $139 million reflecting net depreciations in foreign currencies during 2018. Foreign exchange rate changes resulted in increases in our cash balances denominated in foreign currency in 2017 of $147 million reflecting net appreciations in foreign currencies during 2017. Foreign exchange rate changes resulted in reduction in our cash balances denominated in foreign currency in 2016 of $35 million reflecting net depreciations in foreign currencies during 2016.
In our opinion, available cash, funds from operations and available borrowings will provide sufficient capital resources to meet our foreseeable liquidity needs. There can be no assurance, however, that the cost of availability of future borrowings, including refinancing, if any, will be available on terms acceptable to us.
Contractual Obligations and Commercial Commitments
The following table presents our material contractual obligations and commercial commitments as of December 31, 2018:
|
| | | | | | | | | | | | | | | | | | | |
| | | | By Period |
| | Total | | Less than 1 year | | 1 to 3 years | | 3 to 5 years | | More than 5 years |
| | (In millions) |
Senior notes debt (1) | $ | 4,723 |
| | $ | 161 |
| | $ | 1,028 |
| | $ | 959 |
| | $ | 2,575 |
|
Property leases (2) | 919 |
| | 156 |
| | 235 |
| | 167 |
| | 361 |
|
Purchase obligations (3) | 683 |
| | 352 |
| | 266 |
| | 65 |
| | — |
|
Guarantees (4) | 59 |
| | 59 |
| | — |
| | — |
| | — |
|
Letters of credit (4) | 28 |
| | 13 |
| | 11 |
| | — |
| | 4 |
|
Total(5) | $ | 6,412 |
| | $ | 741 |
| | $ | 1,540 |
| | $ | 1,191 |
| | $ | 2,940 |
|
____________________
| |
(1) | Our 5.95% Notes, 2.5% Notes, 4.5% Notes, 5.0% and 3.8% Notes include interest payments through maturity in 2020, 2022, 2024, 2026 and 2028 respectively, based oncommittee service, including amounts deferred at the stated fixed rates. For the 2.5% Notes, the December 31, 2018 Euro exchange rate was used to convert the Euro 650 million to U.S. Dollars and calculate the related U.S. Dollar interest payments.director’s election. |
| |
| (2) | Property leases include operating leases for office spaceAmounts shown reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. These amounts reflect an estimate of the grant date fair value and related office equipment as well as leasesmay not correspond to the actual value that have been accounted for as build-to-suit lease arrangements. We account for these leaseswill be recognized by the directors. Stock awards consist of RSUs valued using the closing price of Expedia Group common stock on a monthly basis. Certain leases contain periodic rent escalation adjustments and renewal options. Lease obligations expire at various dates with the latest maturity in 2031.Nasdaq Stock Market on the first trading day immediately preceding the grant date. |
| |
| (3) | Our purchase obligations represent the minimum obligations we have under agreements with certainEach of our vendorsMs. Athey and marketing partners. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use.Messrs. Battle, Dolgen, Jacobson and von Furstenberg had 3,973 RSUs outstanding at December 31, 2018. Each of Ms. Coe and Messrs. Kaufman and Shean had 4,757 RSUs outstanding at December 31, 2018. In addition, Mr. Kaufman had 37,500 stock options outstanding at December 31, 2018. Mses. Chun and Clinton and Messrs. Rudin and Khosrowshahi had 3,428, 4,510, 4,002 and 3,189 RSUs outstanding, respectively, at December 31, 2018. In addition, Mr. Khosrowshahi had 1,120,000 stock options outstanding at December 31, 2018. |
| |
| (4) | Guarantees and LOCs are commitments that represent funding responsibilities that may require our performance inMr. Battle is the eventChairman of third-party demands or contingent events. We use our stand-by LOCs primarily for certain regulatory purposes as well as to secure payment for hotel room transactions to particular hotel properties. Of the outstanding balance of our stand-by LOCs, $15 million directly reduces the amount available to us from our revolving credit facility. The LOC amounts in the above table represent the amount of commitment expiration per period. In addition, we provide a guarantee to the aviation authorities of certain foreign countries to protect against potential non-delivery of our packaged travel services sold within those countries. These countries hold all travel agents and tour companies to the same standard. Our guarantees also include bonds relating to tax assessments that we are contesting and certain surety bonds related to various company performance obligations.Audit Committee. |
| |
| (5) | Excludes $230 million of net unrecognized tax benefits for which we cannot make a reasonably reliable estimateMs. Clinton was appointed to each of the amountCompensation and periodSection 16 Committees on June 20, 2018. |
| |
| (6) | Ms. Coe is a member of payment.the Compensation Committee. |
Other than the items described above, we do not have any off-balance sheet arrangements as of December 31, 2018.
Certain Relationships and Related Party Transactions
For a discussion of certain relationships and related party transactions, see NOTE 17 — Related Party Transactions in the notes to the consolidated financial statements.
Part II. Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Market Risk Management
Market risk is the potential loss from adverse changes in interest rates, foreign exchange rates and market prices. Our exposure to market risk includes our long-term debt, our revolving credit facility, derivative instruments and cash and cash equivalents, accounts receivable, intercompany receivables, investments, merchant accounts payable and deferred merchant bookings denominated in foreign currencies. We manage our exposure to these risks through established policies and procedures. Our objective is to mitigate potential income statement, cash flow and market exposures from changes in interest and foreign exchange rates.
Interest Rate Risk
In August 2010, we issued $750 million senior unsecured notes with a fixed rate of 5.95%. In August 2014, we issued $500 million senior unsecured notes with a fixed rate of 4.5%. In June 2015, we issued Euro 650 million of senior unsecured notes with a fixed rate of 2.5%. (See “Foreign Exchange Risk” below for further discussion or our 2.5% Notes.) In December 2015, we issued $750 million of senior unsecured notes with a fixed rate of 5.0%. In September 2017, we issued $1 billion of senior unsecured notes with a fixed rate of 3.8%. As a result, if market interest rates decline, our required payments will exceed those based on market rates. The fair values of our 5.95% Notes, 2.5% Notes, 4.5% Notes, 5.0% Notes and 3.8% Notes were approximately $778 million, $771 million, $504 million, $760 million and $915 million as of December 31, 2018 as calculated based on quoted market prices in less active markets at year end. A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our 5.95% Notes by approximately $6 million, our 2.5% Notes by approximately $12 million, our 4.5% Notes by approximately $12 million, our 5.0% Notes by approximately $22 million and our 3.8% Notes by approximately $35 million.
We maintain a $2 billion revolving credit facility, which bears interest based on market rates plus a spread determined by our credit ratings. Because our interest rate is tied to a market rate, we will be susceptible to fluctuations in interest rates if, consistent with our practice to date, we do not hedge the interest rate exposure arising from any borrowings under our revolving credit facility. As of December 31, 2018 and 2017, we had no revolving credit facility borrowings outstanding.
We did not experience any significant impact from changes in interest rates for the years ended December 31, 2018, 2017 or 2016.
Foreign Exchange Risk
We conduct business in certain international markets, primarily in Australia, Canada, China and the European Union. Because we operate in international markets, we have exposure to different economic climates, political arenas, tax systems and regulations that could affect foreign exchange rates. Our primary exposure to foreign currency risk relates to transacting in foreign currency and recording the activity in U.S. dollars. Changes in exchange rates between the U.S. dollar and these other currencies will result in transaction gains or losses, which we recognize in our consolidated statements of operations.
To the extent practicable, we minimize our foreign currency exposures by maintaining natural hedges between our current assets and current liabilities in similarly denominated foreign currencies. Additionally, 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. These instruments are typically short-term and are recorded at fair value with gains and losses recorded in other, net. As of December 31, 2018 and 2017, we had a net forward asset of $22 million and $6 million included in prepaid expenses and other current assets. We may enter into additional foreign exchange derivative contracts or other economic hedges in the future. 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. We make a number of estimates in conducting hedging activities including in some cases the level of future bookings, cancellations, refunds, customer stay patterns and payments in foreign currencies. In the event those estimates differ significantly from actual results, we could experience greater volatility as a result of our hedges.
In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5%. The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated other comprehensive income (loss). The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated other comprehensive income (loss). Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.
Future net transaction gains and losses are inherently difficult to predict as they are reliant on how the multiple currencies in which we transact fluctuate in relation to the U.S. dollar, the relative composition and denomination of current assets and liabilities each period, and our effectiveness at forecasting and managing, through balance sheet netting or the use of derivative contracts, such exposures. As an example, if the foreign currencies in which we hold net asset balances were to all weaken 10% against the U.S. dollar and foreign currencies in which we hold net liability balances were to all strengthen 10% against the U.S. dollar, we would recognize foreign exchange losses of approximately $23 million based on our foreign currency forward positions (including the impact of forward positions economically hedging our merchant revenue exposures) and the net asset or liability balances of our foreign denominated cash and cash equivalents, accounts receivable, deferred merchant bookings and merchant accounts payable balances as of December 31, 2018. As the net composition of these balances fluctuate
frequently, even daily, as do foreign exchange rates, the example loss could be compounded or reduced significantly within a given period.
During 2018, 2017 and 2016, we recorded net foreign exchange rate gains of approximately $3 million ($38 million loss excluding the contracts economically hedging our forecasted merchant revenue), net foreign exchange rate losses of approximately $46 million ($40 million loss excluding the contracts economically hedging our forecasted merchant revenue) and net foreign exchange rate losses of approximately $15 million ($30 million loss excluding the contracts economically hedging our forecasted merchant revenue). As we increase our operations in international markets, our exposure to fluctuations in foreign currency exchange rates increases. The economic impact to us of foreign currency exchange rate movements is linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing and operating strategies.
Part II. Item 8. Consolidated Financial Statements and Supplementary Data
The Consolidated Financial Statements and Schedule listed in the Index to Financial Statements, Schedules and Exhibits on page F-1 are filed as part of this report.
Part II. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Part II. Item 9A. Controls and Procedures
Changes in Internal Control over Financial Reporting.
There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chairman and Senior Executive, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our Chairman and Senior Executive, Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective control over financial reporting described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that, as of December 31, 2018, the Company’s internal control over financial reporting was effective. Management has reviewed its assessment with the Audit Committee. Ernst & Young, LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2018, as stated in their report which is included below.
Limitations on Controls.
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
| |
| (7) | Mr. Dolgen is Co-Chairman of each of the Compensation and Section 16 Committees. |
| |
| (8) | Mr. Jacobson is a member of each of the Audit, Compensation and Section 16 Committees and, beginning June 20, 2018, Co-Chairman of each of the Compensation and Section 16 Committees. |
| |
| (9) | Mr. Kaufman was a member of the Executive Committee from January 1, 2018 through June 20, 2018, the date on which Mr. Kern was appointed Vice Chairman to succeed Mr. Kaufman. |
| |
| (10) | Each of Mses. Athey and Clinton and Messrs. Khosrowshahi and von Furstenberg elected to defer her or his 2018 director fees pursuant to the Director Deferred Compensation Plan, which is described above. At December 31, 2018, Ms. Athey and Mr. Khosrowshahi each held a total of 383.058 share units, Ms. Clinton held a total of 448.952 share units and Mr. von Furstenberg held a total of 1,156.94 share units. Mr. von Furstenberg previously elected to defer his 2015, 2016 and 2017 director fees pursuant to the Director Deferred Compensation Plan. |
Report of Independent Registered Public Accounting FirmCompensation Committee Interlocks and Insider Participation
The Board of Directors currently has a Compensation Committee consisting of Messrs. Dolgen and Stockholders
Jacobson and Mses. Clinton and Coe, and a Section 16 Committee consisting of Messrs. Dolgen and Jacobson and Ms. Clinton. In addition, during 2018 Mr. Kern was a member of the Compensation and the Section 16 Committees until June 20, 2018. None of Messrs. Dolgen, Jacobson or Kern, or Mses. Clinton or Coe, was an officer or employee of Expedia Group Inc.
Opinion on Internal Control over Financial Reporting
We have audited(with respect to Mr. Kern, while a member of the Compensation and the Section 16 Committees), formerly an officer of Expedia Group, Inc.’s internal control over financial reportingor an executive officer of an entity for which an executive officer of Expedia Group served as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizationsa member of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Expedia Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reportingCompensation Committee or as of December 31, 2018, based ona director during the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in theone-year period ended December 31, 2018, and the related notes and our report dated February 7, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/Ernst & Young LLP
Seattle, Washington
February 7, 2019
Part II. Item 9B.Other Information
None.
Part III.
We are incorporating by reference the information required by Part III of this report on Form 10-K from our proxy statement relating to our 2019 annual meeting of stockholders (the “2019 Proxy Statement”), which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2018.
Part III. Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is included under the captions “Election of Directors — Nominees,” “Election of Directors — Board Meetings and Committees,” “Information Concerning Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2019 Proxy Statement and incorporated herein by reference.
Part III. Item 11. Executive Compensation
The information required by this item is included under the captions “Election of Directors —Compensation of Non-Employee Directors,” “Election of Directors — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation” in the 2019 Proxy Statement and incorporated herein by reference.
Part III. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2019 Proxy Statement and incorporated herein by reference.
Equity Compensation Plan Information
The following table summarizes information, as of December 31, 2018, relating to Expedia Group’s equity compensation plans pursuant to which grants of stock options, restricted stock, RSUs or other rights to acquire shares may be granted from time to time.
|
| | | | | | | | |
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(B) | | Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))(C) | |
Equity compensation plans approved by security holders(2) | 17,605,009 |
| 100.074 |
| (3) | 8,508,042 |
| (4) |
Equity compensation plans not approved by security holders(5) | 2,372 |
| — | (6) | 97,347 |
| |
| | | | | | |
| Total | 17,607,381 |
| | | 8,605,389 |
| |
| |
| (1) | Information excludes: (i) 95,165 securities with a weighted-average exercise price of $107.404 to be issued upon the exercise of outstanding stock options, and (ii) 75,354 securities issuable in connection with restricted stock units for which there is no related exercise price, both of which were granted pursuant to plans assumed by the Company in connection with the acquisitions of Orbitz Worldwide, Inc. and HomeAway, Inc. |
| |
| (2) | Information relating to the Expedia Group 2005 Plan, and the Expedia Group, Inc. Employee Stock Purchase Plans (“ESPP”). |
| |
| (3) | Excludes the following equity-based awards outstanding as of December 31, 2018: (i) 2,685,312 securities issuable in connection with RSUs for which there is no related exercise price; (ii) grants of 45,094 SARs with a weighted-average exercise price of $98.093; and (3) grants of 8,162 cash-settled RSUs. |
| |
| (4) | Information includes 7,723,671 securities remaining available for issuance under the Expedia Group 2005 Plan, and 784,371 securities remaining available for issuance under the ESPP. |
| |
| (5) | The Director Deferred Compensation Plan. |
| |
| (6) | Excludes outstanding share units for which there is no related exercise price. |
Beneficial Ownership Table
The following table presents information as of April 19, 2019 relating to the beneficial ownership of Expedia Group’s capital stock by (i) each person or entity known to the Company to own beneficially more than 5% of the outstanding shares of Expedia Group’s common stock and Class B common stock, (ii) each current director of Expedia Group, (iii) each named executive officer, and (iv) all executive officers and directors of Expedia Group, as a group. Unless otherwise indicated, beneficial owners listed in the table may be contacted at Expedia Group’s corporate headquarters at 333 108th Avenue N.E., Bellevue, Washington 98004. As of April 19, 2019, there were 136,007,689 and 12,799,999 shares of Expedia Group common stock and Class B common stock, respectively, outstanding.
Part III.For each beneficial owner listed, the number of shares of Expedia Group common stock and the percentage of each such class listed assumes the conversion or exercise of any Expedia Group equity securities owned by such owner that are or will become exercisable, and the vesting of any Expedia Group stock options and/or RSUs that will vest, within 60 days of April 19, 2019, but does not assume the conversion, exercise or vesting of any such equity securities owned by any other owner, nor does it include the impact of the Proposed Liberty Expedia Transaction, which is described in the section below titled “Recent Developments” in Item 13. 13, “Certain Relationships and Related Person Transactions, and Director IndependenceIndependence.”
Shares of Expedia Group Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of Expedia Group common stock. The information required by this itempercentage of votes for all classes of Expedia Group’s capital stock is included under the captions “Certainbased on one vote for each share of common stock and ten votes for each share of Class B common stock. See “Recent Developments” in Item 13, “Certain Relationships and Related Person Transactions”Transactions, and “ElectionDirector Independence” below for a description of Directors — Board Meetingsthe Proposed Liberty Expedia Transaction and Committees” inits potential effect on the 2019 Proxy StatementCompany’s ownership structure.
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| | | | | | | |
| | Common Stock | Class B Common Stock | Percent (%)
of Votes
(All Classes) |
| Beneficial Owner | Shares | | % | Shares | | % |
Liberty Expedia Holdings, Inc. 12300 Liberty Blvd. Englewood, CO 80112 | 23,876,671 | (1) | 16.05 | 12,799,999 | (2) | 100.00 | 52.68 |
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 12,087,346 | (3) | 8.89 | — | | — | 4.58 |
PAR Investment Partners, L.P. 200 Clarendon Street, Fl 48 Boston, MA 02116 | 7,964,254 | (4) | 5.86 | — | | — | 3.02 |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 7,832,787 | (5) | 5.76 | — | | — | 2.97 |
| Barry Diller | 29,937,623 | (6) | 20.05 | 12,799,999 | (2) | 100.00 | 54.86 |
| Peter M. Kern | 68,296 | (7) | * | — | | — | * |
| Mark D. Okerstrom | 771,251 | (8) | * | — | | — | * |
| Susan C. Athey | 3,887 | (9) | * | — | | — | * |
| A. George “Skip” Battle | 44,370 | (10) | * | — | | — | * |
| Courtnee A. Chun | 1,370 | (11) | * | — | | — | * |
| Chelsea Clinton | 3,133 | (12) | * | — | | — | * |
| Pamela L. Coe | 6,442 | (13) | * | — | | — | * |
| Jonathan L. Dolgen | 70,930 | (14) | * | — | | — | * |
| Craig A. Jacobson | 33,780 | (15) | * | — | | — | * |
| Victor A. Kaufman | 116,322 | (16) | * | — | | — | * |
| Dara Khosrowshahi | 1,135,508 | (17) | * | — | | — | * |
| Christopher W. Shean | 6,442 | (18) | * | — | | — | * |
| Alexander von Furstenberg | 445,656 | (19) | * | — | | — | * |
| Robert J. Dzielak | 299,012 | (20) | * | — | | — | * |
| Alan R. Pickerill | 50,506 | (21) | * | — | | — | * |
| All current executive officers, directors and director nominees as a group (17 persons) | 32,601,422 | (22) | 21.57 | 12,799,999 | | 100.00 | 55.49 |
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| * | The percentage of shares beneficially owned does not exceed 1% of the class. |
| |
| (1) | Based on information filed on an Amendment No. 3 to Schedule 13D with the SEC on April 16, 2019, by Liberty Expedia Holdings and Barry Diller (the “LEXE/Diller 13D/A”). Consists of (i) 11,076,672 shares of Common Stock held by Liberty Expedia Holdings and (ii) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power. The Schedule 13D/A filed by the reporting person provides information as of April 15, 2019 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A. |
| |
| (2) | Based on information filed on the LEXE/Diller 13D/A, consists of 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings, over which Liberty Expedia Holdings and Mr. Diller may be deemed to share voting power. |
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| (3) | Based on information filed on Amendment No. 6 to Schedule 13G with the SEC on February 11, 2019 by The Vanguard Group, reporting sole voting power over 147,171 shares of common stock, shared voting power over 29,570 shares of common stock, sole dispositive power over 11,914,060 shares of common stock and shared dispositive power over 173,286 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A. |
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| (4) | Based on information filed on Amendment No. 3 to Schedule 13G with the SEC on February 14, 2019 by PAR Investment Partners, L.P., PAR Group II, L.P. and PAR Capital Management, Inc. reporting sole voting power and sole dispositive power over 7,964,254 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A. |
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| (5) | Based on information filed on Amendment No. 2 to Schedule 13G with the SEC on February 4, 2019 by BlackRock, Inc. reporting sole voting power over 6,854,609 shares of common stock and sole dispositive power over 7,832,787 shares of common stock. The Schedule 13G/A filed by the reporting person provides information as of December 31, 2018 and, consequently, the beneficial ownership of the reporting person may have changed between such date and the date of this Form 10-K/A. |
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| (6) | Based on information filed on a Form 4 with the SEC on February 28, 2018 by Mr. Diller and on the LEXE/Diller 13D/A. Consists of (i) 5,083,900 shares of common stock owned by Mr. Diller, (ii) options to purchase 537,500 shares of common stock held by Mr. Diller that are exercisable within 60 days of April 16, 2019, (iii) 439,552 shares of common stock held by a private foundation as to which Mr. Diller disclaims beneficial ownership, (iv) 11,076,672 shares of common stock held by Liberty Expedia Holdings (see footnote 1 above) and (v) 12,799,999 shares of Class B common stock held by a wholly owned subsidiary of Liberty Expedia Holdings (see footnote 2 above). Excludes shares of common stock and options to purchase shares of common stock held by Mr. Diller’s spouse, as to which Mr. Diller disclaims beneficial ownership. |
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| (7) | Consists of 66,279.723 (unrounded) shares of common stock held by Mr. Kern, of which 53,635 shares were pledged as part of collateral to secure a loan account to Morgan Stanley Private Bank, N.A., and 2,016 RSUs that will vest within 60 days of April 19, 2019. Mr. Kern also holds options to purchase 91,264 American Depository Shares of trivago N.V. that are exercisable within 60 days of April 19, 2019, which represents less than 1% of the outstanding Class A shares of trivago N.V. |
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| (8) | Consists of 65,001 shares of common stock held by Mr. Okerstrom, of which 48,892 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Private Bank, N.A. and options to purchase 706,250 shares of common stock that are exercisable within 60 days of April 19, 2019. |
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| (9) | Consists of 1,871 shares of common stock held by Ms. Athey, and 2,016 RSUs that will vest within 60 days of April 19, 2019. |
| |
| (10) | Consists of 42,354 shares of common stock held by Mr. Battle, and 2,016 RSUs that will vest within 60 days of April 19, 2019. |
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| (11) | Consists of 682 shares of common stock held by Ms. Chun, and 688 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Chun disclaims beneficial ownership. |
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| (12) | Consists of 1,866 shares of common stock held by Ms. Clinton, and 1,267 RSUs that will vest within 60 days of April 19, 2019. |
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| (13) | Consists of 4,426 shares of common stock held by Ms. Coe, and 2,016 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Ms. Coe disclaims beneficial ownership. |
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| (14) | Consists of 68,681 shares of common stock held by Mr. Dolgen, 233 shares of common stock held indirectly by a charitable trust, of which Mr. Dolgen is a trustee and as to which Mr. Dolgen disclaims beneficial ownership, and 2,016 RSUs that will vest within 60 days of April 19, 2019. |
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| (15) | Consists of 31,764 shares of common stock held by Mr. Jacobson, and 2,016 RSUs that will vest within 60 days of April 19, 2019. |
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| (16) | Consists of 76,806 shares of common stock held by Mr. Kaufman, options to purchase 37,500 shares of common stock and 2,016 RSUs that are exercisable or will vest within 60 days of April 19, 2019. |
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| (17) | Consists of (i) 412,910 shares of common stock held by Mr. Khosrowshahi, of which 346,198 shares were pledged as collateral to secure a revolving line of credit account to Morgan Stanley Bank, N.A., (ii) options to purchase 700,000 shares of common stock that are exercisable within 60 days of April 19, 2019, (iii) 688 RSUs that will vest within 60 days of April 19, 2019, and (iv) 21,910 shares of common stock held by a trust as to which Mr. Khosrowshahi disclaims beneficial ownership. |
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| (18) | Consists of 4,426 shares of common stock held by Mr. Shean, and 2,016 RSUs that will vest within 60 days of April 19, 2019. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. Shean disclaims beneficial ownership. |
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| (19) | Consists of 4,088 shares of common stock held by Mr. von Furstenberg, 2,016 RSUs that will vest within 60 days of April 19, 2019, and 439,552 shares held by a private foundation over which Mr. von Furstenberg has certain voting and disposition authority. Excludes shares of common stock and Class B common stock held by Liberty Expedia Holdings, as to which Mr. von Furstenberg disclaims beneficial ownership. |
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| (20) | Consists of 26,029 shares of common stock held by Mr. Dzielak and options to purchase 272,983 shares of common stock that are exercisable within 60 days of April 19, 2019. |
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| (21) | Consists of 3,397 shares of common stock held by Mr. Pickerill and options to purchase 47,109 shares of common stock that are exercisable within 60 days of April 19, 2019. |
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| (22) | Consists of (i) 17,437,857 shares of common stock, (ii) 12,799,999 shares of Class B common stock, (iii) options to purchase 2,342,779 shares of common stock that are exercisable within 60 days of April 19, 2019, and (iv) 20,787 RSUs that will vest within 60 days of April 19, 2019. |
Item 13. Certain Relationships and incorporated herein by reference.Related Person Transactions, and Director Independence
Review and Approval or Ratification of Related Person Transactions
In general, the Company will enter into or ratify a “related person transaction” only when, pursuant to the Audit Committee Charter, it has been approved by the Audit Committee of the Board of Directors. Related persons include the Company’s executive officers, directors, 5% or more beneficial owners of our common stock, immediate family members of these persons and entities in which one of these persons has a direct or indirect material interest. Related person transactions are transactions that meet the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person or entity has a direct or indirect material interest). While we have no written policy, when a potential related person transaction is identified, management presents it to the Audit Committee to determine whether to approve or ratify. When determining whether to approve, ratify, disapprove or reject any related person transaction, the Audit Committee considers all relevant factors, including the extent of the related person’s interest in the transaction, whether the terms are commercially reasonable and whether the related person transaction is consistent with the best interests of the Company and its stockholders.
The legal and accounting departments work with business units throughout the Company to identify potential related person transactions prior to execution. In addition, the Company takes the following steps with regard to related person transactions:
On an annual basis, each director, director nominee and executive officer of the Company completes a Director and Officer Questionnaire that requires disclosure of any transaction, arrangement or relationship with the Company during the last fiscal year in which the director or executive officer, or any member of his or her immediate family, had a direct or indirect material interest.
Each director, director nominee and executive officer is expected to promptly notify the Company’s legal department of any direct or indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in which the Company participates.
The Company performs a quarterly search of its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure.
Any reported transaction that the Company’s legal department determines may qualify as a related person transaction is referred to the Audit Committee.
If any related person transaction is not approved, the Audit Committee may take such action as it may deem necessary or desirable in the best interests of the Company and its stockholders.
Relationships Involving Significant Stockholders, Named Executive Officers and Directors
Relationships Involving Mr. Diller
Part III. Expedia Group. Mr. Diller is the Chairman and Senior Executive of Expedia Group. Subject to the terms of an Amended and Restated Stockholders Agreement between Liberty Expedia Holdings and Mr. Diller, as amended as of November 4, 2016 (the “Stockholders Agreement”), Mr. Diller generally has the right to vote shares of Expedia Group common stock and Class B common stock beneficially owned by Liberty Expedia Holdings (the “Diller Proxy”), which proxy had been assigned by Mr. Diller to Liberty Expedia Holdings as described below.
On November 4, 2016, Qurate redeemed a portion of the outstanding shares of its Liberty Ventures common stock in exchange for all of the outstanding shares of Liberty Expedia Holdings, which at that time was a wholly owned subsidiary of Qurate (the “Liberty Split-Off”). At the time of the Liberty Split-Off, Liberty Expedia Holdings’ assets included all of Qurate’s interest in Expedia Group. Pursuant to a Transaction Agreement among Mr. Diller, Qurate, Liberty Expedia Holdings, John C. Malone and Leslie Malone, dated as of March 24, 2016 and amended and restated effective as of September 22, 2016, at the time of the Liberty Split-Off, for a period ending not later than May 4, 2018 (the “Outside Date”), (i) Mr. Diller assigned the Diller Proxy to Liberty Expedia Holdings (the “Diller Assignment”) and (ii) Mr. and Mrs. Malone granted Mr. Diller an irrevocable proxy to vote all shares of Liberty Expedia Holdings Series A common stock and Series B common stock beneficially owned by them upon completion of the Liberty Split-Off or thereafter (the “Malone Proxy”), in each case, subject to certain limitations. On March 6, 2018, Liberty Expedia Holdings, Qurate, Mr. Malone, Mrs. Malone and Mr. Diller entered into a letter agreement, which amended the termination provisions of the Transaction Agreement to extend the Outside Date to May 4, 2019.
As a result, by virtue of the voting power associated with the Malone Proxy, the governance structure at Liberty Expedia Holdings and Mr. Diller’s continuing position as Chairman of Expedia Group’s Board of Directors, as of December 31, 2018 Mr. Diller was able to elect the directors of Liberty Expedia Holdings having the power to determine how Liberty Expedia Holdings exercised certain rights and voted the shares of Expedia Group common stock and Class B common stock beneficially owned by Liberty Expedia Holdings, and which Liberty Expedia Holdings as of December 31, 2018 had the power to vote, in the election of Expedia Group directors until the termination or expiration of the Diller Assignment and Malone Proxy.
See “Recent Developments” below for a description the Proposed Liberty Expedia Transaction.
Relationships Involving Expedia Group and Liberty Expedia Holdings
Governance Agreement. Qurate was a party to an Amended and Restated Governance Agreement with Expedia Group and Mr. Diller, dated December 20, 2011, which was assigned by Qurate to Liberty Expedia Holdings in connection with the Liberty Split-Off (the “Governance Agreement”). Under the Governance Agreement, Liberty Expedia Holdings has the right to nominate up to a number of directors equal to 20% of the total number of the directors on the Board (rounded up to the next whole number if the number of directors on the Board is not an even multiple of five) and has certain rights regarding committee participation, so long as certain stock ownership requirements applicable to Liberty Expedia Holdings are satisfied. The Governance Agreement also provides that if Expedia Group issues or proposes to issue shares of Expedia Group common stock or Expedia Group Class B common stock, Liberty Expedia Holdings has preemptive rights that generally entitle it to purchase a number of shares, subject to a cap, so that Liberty Expedia Holdings will maintain the same ownership interest in Expedia Group that Liberty Expedia Holdings held immediately prior to such issuance or proposed issuance. Pursuant to Liberty Expedia Holding’s Governance Agreement preemptive rights, Expedia Group issued 269,646 shares of Expedia Group common stock to Liberty Expedia Holdings on September 17, 2018, at a price per share of $113.32 and an aggregate purchase price of approximately $31 million.
See “Recent Developments” below for a description the Proposed Liberty Expedia Transaction.
Recent Developments
Merger Agreement
On April 16, 2019, Expedia Group announced that, on April 15, 2019, it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Liberty Expedia Holdings, LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger LLC”), and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Sub”) and certain other related agreements (the “Proposed Liberty Expedia Transaction”). The Merger Agreement provides for, among other things and subject to the satisfaction or waiver of certain specified conditions set forth therein, (i) the merger of Merger Sub with and into Liberty Expedia Holdings (the “Merger”), with Liberty Expedia Holdings surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, the merger of Liberty Expedia Holdings (as the surviving corporation in the Merger) with and into Merger LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, each share of Series A common stock, par value $0.01 per share, of Liberty Expedia Holdings and Series B common stock, par value $0.01 per share, of Liberty Expedia Holdings (together, the “Liberty Expedia Holdings common stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (except for shares held by Liberty Expedia Holdings as treasury stock or held directly by the Company) will be converted into the right to receive 0.36 of a share of Company common stock plus cash (without interest) in lieu of any fractional shares of
Company common stock (the “Merger Consideration”). At the closing of the Combination, former holders of Liberty Expedia Holdings common stock are expected to own in the aggregate shares of Company common stock representing approximately 14% of the total number of outstanding shares of Company common stock and Class B common stock, based on approximately 140 million shares of Company common stock and approximately 5.7 million shares of Class B common stock currently expected to be outstanding at the closing of the Combination.
As of the Effective Time, each then-outstanding stock option with respect to shares of Liberty Expedia Holdings common stock will be cancelled and converted into the right to receive the Merger Consideration in respect of each share subject to such option (after deducting a number of shares sufficient to cover the aggregate option exercise price), less applicable tax withholding. As of the Effective Time, each then-outstanding restricted stock award and restricted stock unit award with respect to shares of Liberty Expedia Holdings common stock will be cancelled and converted into the right to receive the Merger Consideration in respect of each share of Liberty Expedia Holdings common stock subject to such award, less applicable tax withholding.
The closing of the Combination is subject to certain mutual conditions, including (1) the adoption of the Merger Agreement by the holders of at least a majority of the aggregate voting power of the outstanding shares of Liberty Expedia Holdings common stock, voting together as a single class; (2) any required approvals under the HSR Act in respect of the Combination and other transactions contemplated by the Merger Agreement; (3) the absence of any order or law that has the effect of enjoining or otherwise prohibiting the closing of the Combination or any of the other transactions contemplated by the Merger Agreement and related transaction documents; (4) the approval for listing of the shares of Company common stock to be issued as Merger Consideration on the Nasdaq Global Select Market and the effectiveness under the Securities Act of 1933, as amended, of a registration statement on Form S-4 with respect to such shares; and (5) the delivery of an opinion by Skadden, Arps, Slate, Meagher & Flom LLP to Liberty Expedia Holdings to the effect that the Combination will not impact the tax treatment of the split off of Liberty Expedia Holdings by Qurate on November 4, 2016. The respective obligation of each party to consummate the Combination is also conditioned upon (x) the delivery of an opinion from such party’s tax counsel to the effect that the Combination will qualify as a “reorganization” for U.S. federal income tax purposes and (y) the other party’s representations and warranties being true and correct (subject to certain materiality and material adverse effect qualifications), and the other party having performed in all material respects its obligations under the Merger Agreement. The Company’s obligation to consummate the Combination is further conditioned upon the satisfaction of certain conditions to the completion of the exchange pursuant to the Exchange Agreement as described below. The Combination does not require the approval of the Company’s stockholders.
At the closing of the Combination, pursuant to the Merger Agreement, each of the three directors serving on the Expedia Group Board of Directors who were nominated by Liberty Expedia Holdings is expected to resign from the Expedia Group Board of Directors.
The Expedia Group Board of Directors approved the Merger Agreement and the transactions contemplated thereby following the recommendation of a special committee (the “Expedia Group Special Committee”) consisting solely of independent and disinterested directors, each of whom had been elected by the holders of Company common stock voting together as a class (without the vote of the Class B common stock), to which the Expedia Group Board of Directors had delegated exclusive authority to consider and negotiate the Merger Agreement and the transactions contemplated thereby (including, without limitation, the Exchange Agreement, the Voting Agreement and the New Governance Agreement and the transactions contemplated thereby, as described below).
Voting Agreement
In connection with the transactions contemplated by the Merger Agreement and following the termination of the Malone Proxy as described below, Mr. John C. Malone and Mrs. Leslie Malone (collectively, the “Malone Group”) entered into a voting agreement (the “Voting Agreement”) with the Company on April 15, 2019, pursuant to which the Malone Group has committed, subject to certain conditions, to vote shares of Liberty Expedia Holdings common stock representing approximately 32% of the total voting power of the issued and outstanding shares of Liberty Expedia Holdings common stock as of January 31, 2019, as reported in Liberty Expedia Holdings’ Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 8, 2019, in favor of the Merger Agreement and the transactions contemplated thereby at any meeting of the stockholders of Liberty Expedia Holdings called to vote upon the Merger.
Exchange Agreement
Simultaneously with the entry into the Merger Agreement, Barry Diller, The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family Foundation”), Liberty Expedia Holdings and the Company entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which (and agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Governance Agreement (as defined above) and the Stockholders
Agreement (as defined above)), immediately prior to and conditioned upon the closing of the Combination, Mr. Diller and, if the Family Foundation so elects, the Family Foundation, are expected to exchange with Liberty Expedia Holdings up to approximately 5.7 million shares of Company common stock, for the same number of shares of Class B common stock held by Liberty Expedia Holdings (the shares of Class B common stock acquired by Mr. Diller and the Family Foundation pursuant to the Exchange Agreement, collectively referred to as the “Original Shares”). Assuming the exchange by Mr. Diller and the Family Foundation of a total of approximately 5.7 million shares of Company common stock for an equal number of shares of Class B common stock, the Original Shares would represent approximately 29% of the total voting power of all shares of Company common stock and Class B common stock, based on approximately 140 million shares of Company common stock and approximately 5.7 million shares of Class B common stock currently expected to be outstanding at the closing of the Combination.
New Governance Agreement
Simultaneously with the entry into the Merger Agreement, the Company and Mr. Diller entered into a Second Amended and Restated Governance Agreement (the “New Governance Agreement”), which provides, among other things, that Mr. Diller may exercise a right (the “Purchase/Exchange Right”) during the nine month period following the closing of the Combination (and agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Governance Agreement (as defined above) and the Stockholders Agreement (as defined above)), to (1) exchange with the Company (or its wholly owned subsidiary) an equivalent number of shares of Company common stock for, or (2) purchase from the Company (or its wholly owned subsidiary), at a price per share equal to the average closing price of Company common stock for the five trading days immediately preceding notice of exercise, up to a number of shares of Class B common stock equal to (1) 12,799,999 minus (2) the number of Original Shares (the shares acquired pursuant to the Purchase/Exchange Right, the “Additional Shares”). The Purchase/Exchange Right may be exercised from time to time in whole or in part. Assuming the exercise in full by Mr. Diller of the Purchase/Exchange Right, the Original Shares and Additional Shares would collectively represent approximately 49% of the total voting power of all outstanding shares of Company common stock and Class B common stock, assuming a total of approximately 133 million shares of Company common stock and 12,799,999 shares of Class B common stock outstanding immediately following the exercise of the Purchase/Exchange Right. The foregoing assumes that Mr. Diller exercises his right to acquire the Additional Shares solely by exchanging shares of Company common stock acquired in the open market (or otherwise, other than from the Company). If Mr. Diller acquires the Additional Shares through cash purchases directly from the Company (or its wholly owned subsidiary), the Original Shares and Additional Shares would collectively represent approximately 48% of the total voting power of all outstanding shares of Company common stock and Class B common stock.
Prior to the transfer of any Additional Shares, a transferee must deliver a proxy granting Mr. Diller sole voting control over such shares and deliver a joinder agreement agreeing to be bound by certain terms of the New Governance Agreement. Subject to limited exceptions, any transferred Additional Shares over which Mr. Diller does not maintain sole voting control will be automatically converted into shares of Company common stock.
All Additional Shares will be automatically converted into shares of Company common stock immediately following the earliest of (a) Mr. Diller’s death or disability; (b) such time as Mr. Diller no longer serves as Chairman or Senior Executive of the Company, other than as a result of his removal (other than for “cause” as defined in the New Governance Agreement) or failure to be nominated or elected when he is willing to serve in such position; and (c) aggregate transfers by Mr. Diller (or certain limited permitted transferees of Mr. Diller) of Original Shares exceeding 5% of the outstanding voting power of the Company.
The automatic conversion features described above negotiated by the Expedia Group Special Committee and agreed to by Mr. Diller under the New Governance Agreement do not exist under the Governance Agreement.
Additionally, subject to limited exception, no current or future holder of Original Shares or Additional Shares may participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Class B common stock and shares of Company common stock. These requirements negotiated by the Expedia Group Special Committee and agreed to by Mr. Diller under the New Governance Agreement do not exist under the Governance Agreement.
At the first annual meeting of the Company’s stockholders following the closing of the Combination and for which a preliminary proxy statement has not yet been filed prior to the Effective Time, the Company intends to propose, and Mr. Diller has agreed to vote in favor of, a proposal to amend its Certificate of Incorporation to reflect the aforementioned transfer restrictions, automatic conversion provisions and change-of-control restrictions reflected in the New Governance Agreement.
Other Agreements
As described above, pursuant to Diller Proxy under the Stockholders Agreement, Mr. Diller generally has the right to vote the shares of Company common stock and Class B common stock held by Liberty Expedia Holdings and its subsidiaries, which shares represent approximately 53% of the total voting power of all shares of Company common stock and Class B common stock, based on a total of 134,390,305 shares of Company common stock and 12,799,999 shares of Class B common stock outstanding as of January 25, 2019. Pursuant to the Diller Assignment, Mr. Diller assigned the Diller Proxy to Liberty Expedia Holdings, and, pursuant to the Malone Proxy (collectively, with the “Diller Assignment,” the “Proxy Swap Arrangements”), the Malone Group granted to Mr. Diller a proxy over the shares of Liberty Expedia Holdings common stock owned by it.
On April 15, 2019 and prior to the Company’s entry into the Merger Agreement, Mr. Diller, Liberty Expedia Holdings, Qurate and the Malone Group entered into Amendment No. 2 to Amended and Restated Transaction Agreement providing for the immediate termination of the Transaction Agreement, which automatically resulted in the termination of the Diller Assignment and the Malone Proxy.
Simultaneously with the Company’s entry into the Merger Agreement, certain additional related agreements were entered into, including:
A Stockholders Agreement Termination Agreement, by and among Mr. Diller, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Stockholders Agreement (including the Diller Proxy) will terminate at the closing of the Combination;
A Governance Agreement Termination Agreement, by and among Mr. Diller, the Company, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Governance Agreement will terminate at the closing of the Combination;
An Assumption and Joinder Agreement to Tax Sharing Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agrees to assume, effective at the closing of the Combination, Liberty Expedia Holdings’ rights and obligations under the Tax Sharing Agreement, dated as of November 4, 2016, by and between Qurate and Liberty Expedia Holdings;
An Assumption Agreement Concerning Transaction Agreement Obligations by and among the Company, Liberty Expedia Holdings, Qurate and the Malone Group, pursuant to which the Company agrees to assume, effective at the closing of the Combination, certain of Liberty Expedia Holdings’ rights and obligations under the Transaction Agreement which survive the termination of the Transaction Agreement; and
An Assumption and Joinder Agreement to Reorganization Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agrees to assume, effective at the closing of the Combination, Liberty Expedia Holdings’ rights and obligations under the Reorganization Agreement, dated as of October 26, 2016, by and between Qurate and Liberty Expedia Holdings.
Upon the closing of the Combination, it is expected that the Company will no longer be a controlled company under the Nasdaq Stock Market Listing Rules. Accordingly, following permitted phase-in periods, the Company will be required, among other things, to have to have a majority of independent directors on its Board of Directors, a compensation committee consisting solely of independent directors and a director nominations process whereby directors are selected by a nominations committee consisting solely of independent directors or by a vote of the Board of Directors in which only independent directors participate. Additionally, all additional shares will be automatically converted into shares of Company common stock immediately following the earliest of (a) Mr. Diller’s death or disability, (b) such time as Mr. Diller no longer serves as chairman or senior executive of Expedia Group, other than as a result of his removal (other than for “cause” as defined in the New Governance Agreement), or failure to be nominated or elected when he is willing to serve in such position, and (c) aggregate transfers by Mr. Diller (or certain limited permitted transferees of Mr. Diller) of original shares exceeding 5% of the outstanding voting power of the Company. Therefore, while it is possible that Mr. Diller may at some point in the future beneficially own more than 50% of the outstanding voting power of the Company, the provisions of the New Governance Agreement provide that following one of the triggers mentioned above, the number of shares of Class B common stock acquired by Mr. Diller in the transaction will not exceed approximately 5.7 million shares of Class B common stock, or approximately 29% of the total voting power of Expedia Group based on approximately 140 million shares of Company common stock and approximately 5.7 million shares of Class B common stock currently expected to be outstanding at the closing of the Combination. Further, as described above, the New Governance Agreement provides that, subject to limited exception, no current or future holder of Original Shares or Additional Shares may participate in, or vote or tender in favor of, any change of control transaction involving at least 50% of the outstanding shares of capital stock of the Company, unless such
transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Class B common stock and shares of Company common stock.
Relationships Involving Expedia Group and IAC
Overview. Since the completion of the IAC/Expedia Group Spin-Off in 2005, Expedia Group and IAC have been related parties since Mr. Diller exerts significant influence over both entities by virtue of his executive role at each company, his voting power at Expedia Group as described above, and the fact that he and certain members of his family collectively have sole voting and/or investment power over all shares of IAC Class B common stock outstanding. In connection with and following the IAC/Expedia Group Spin-Off, Expedia Group and IAC entered into certain arrangements, including arrangements regarding the sharing of certain costs and the use and ownership of the Company aircraft and various commercial and other relationships, certain of which are described below.
Cost-Sharing Arrangements. Mr. Diller currently serves as Chairman and Senior Executive of both Expedia Group and IAC. Expedia Group and IAC have agreed, in light of Mr. Diller’s senior role at both companies and his anticipated use of certain resources to the benefit of both companies, that certain expenses associated with such usage would be shared, as well as certain costs incurred by IAC in connection with the provision of certain benefits to Mr. Diller (“Shared Costs”). Cost sharing arrangements in effect during 2018 provided that each of Expedia Group and IAC cover 50% of the Shared Costs, which both companies agree best reflects the current allocation of actual time spent (and time to be spent) by Mr. Diller between the two companies. Shared Costs include costs for personal use of cars and equipment dedicated to Mr. Diller’s use and expenses relating to Mr. Diller’s support staff. During 2018, IAC billed Expedia Group for costs in the amount of approximately $460,000 pursuant to these arrangements.
Aircraft Arrangements. Each of Expedia Group and IAC currently hold a 50% ownership interest in two aircraft that may be used by both companies. Pursuant to an amended and restated operating agreement, Expedia Group and IAC share capital costs relating to jointly-owned aircraft equally and operating costs are shared pro rata based on actual usage. These costs are generally paid by each company to third parties in accordance with the terms of the amended and restated operating agreement. Members of the aircrafts’ flight crews are employed by an entity in which each of Expedia Group and IAC has a 50% ownership interest. In 2018, total payments of approximately $2.5 million were made to this entity by Expedia Group.
At any time when Mr. Diller ceases to serve as Chairman of either Expedia Group or IAC, each party will have a put right with respect to its interest in the jointly-owned aircraft for which it is not the primary user (such determination based on relative usage of the aircraft in question during the 12 months immediately preceding such event), in each case at fair market value.
On April 13, 2017, each of Expedia Group and IAC paid 50% of the $29.8 million in total costs (purchase price and related costs) to acquire the newer of the two jointly-owned aircraft discussed above, which went into service in November 2017. Following that purchase, each company jointly-owned three aircraft. The aircraft acquired in 2017 replaced an older jointly-owned aircraft that was subsequently sold in February 2018, with each company receiving 50% of the $7.5 million net sale proceeds.
On April 4, 2019, Expedia Group and IAC entered into an agreement to jointly acquire a new corporate aircraft for a total expected cost of $72.3 million (including purchase price and related costs), which will be split evenly between the two companies. Expedia Group and IAC have each paid $13.5 million in connection with their entry into the purchase agreement, and each company is due to make a subsequent payment of $9.1 million in December 2019, with their respective share of the balance due upon delivery of the new aircraft, which is expected to occur in late 2020 or early 2021.
Commercial Agreements. Since the spin-off from IAC, Expedia Group has continued to work with some of IAC’s businesses pursuant to a variety of commercial agreements, including a lease for IAC office space to Expedia Group. Expedia Group believes that these arrangements are ordinary course and have been negotiated at arm’s length. With the exception of the lease (pursuant to which IAC billed Expedia Group approximately $310,000 in 2018), none these agreements, whether taken individually or together with similar agreements, involve revenues to (or payments from) Expedia Group businesses in excess of $120,000 in 2018.
Relationships Involving Mr. Okerstrom
As discussed in the section above titled “Compensation Discussion and Analysis-Other Compensation,” Expedia Group’s Chief Executive Officer is encouraged to travel on Company aircraft for both business and personal use. Mr. Okerstrom reimbursed Expedia Group approximately $72,000 for personal use of Company aircraft in 2018.
Item 14. Principal Accounting Fees and Services
The information required by this item is included under the caption “Audit Committee Report” in the 2019 Proxy Statement and incorporated herein by reference.
Audit Committee Report
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements, the public reporting process and establishing and maintaining an effective system of internal control over financial reporting. The Company’s independent registered public accounting firm is engaged to audit and express opinions on the conformity of the Company’s financial statements to generally accepted accounting principles and applicable rules and regulations, and the effectiveness of the Company’s internal control over financial reporting.
In this context, the Audit Committee has reviewed and discussed the audited consolidated financial statements and related footnotes for the year ended December 31, 2018, together with the results of the assessment of the internal control over financial reporting, with management and Ernst & Young LLP. The Audit Committee has discussed with Ernst & Young LLP the matters that are required to be discussed under Public Company Accounting Oversight Board (PCAOB) standards. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young LLP as required by PCAOB rules, and has discussed with Ernst & Young LLP, their independence from the Company and its management. Finally, the Audit Committee has considered Ernst & Young LLP’s provision of audit and non-audit services to the Company and concluded that the provision of such services is compatible with Ernst & Young LLP’s independence.
Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the fiscal year ended December 31, 2018 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the SEC.
Members of the Audit Committee:
A. George “Skip” Battle (Chairman)
Craig A. Jacobson
Fees Paid to Our Independent Registered Public Accounting Firm
The following table sets forth aggregate fees for professional services rendered by Ernst & Young LLP for the years ended December 31, 2018 and 2017. |
| | | | | | | |
| | 2018 | | 2017 |
Audit Fees(1) | $ | 13,858,000 |
| | $ | 15,469,000 |
|
Audit-Related Fees(2) | 429,000 |
| | 1,108,000 |
|
| Total Audit and Audit-Related Fees | 14,287,000 |
| | 16,577,000 |
|
Tax Fees(3) | 289,000 |
| | 97,000 |
|
Other Fees(4) | 30,000 |
| | 44,000 |
|
| Total Fees | $ | 14,606,000 |
| | $ | 16,718,000 |
|
| |
| (1) | In 2018, Audit Fees include fees and expenses associated with the annual audit of the Company’s consolidated financial statements and internal control over financial reporting, statutory audits, reviews of the Company’s periodic reports, accounting consultations, reviews of SEC registration statements and consents and other services related to SEC matters. 2018 Audit Fees include $3,244,000 in fees and expenses paid by trivago N.V., a Nasdaq-listed majority-owned subsidiary of the Company, associated with financial statement audit and review services provided to trivago. In addition, 2017 Audit Fees include $4,962,000 in fees and expenses associated with financial statement audit and review services provided to trivago. |
| |
| (2) | Audit-Related Fees include fees and expenses for due diligence in connection with acquisitions, and related accounting consultations. |
| |
| (3) | In 2018, Tax Fees include $3,500 of trivago related fees. |
| |
| (4) | Other Fees include fees and expenses for professional education offerings to the Company’s employees, as well as access to Ernst & Young LLP’s online research tools. |
Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm Fees
The Audit Committee has considered the audit and non-audit services provided by Ernst & Young LLP as described
above and believes that they are compatible with maintaining Ernst & Young LLP’s independence as the Company’s independent registered public accounting firm.
The Audit Committee has adopted a policy governing the pre-approval of all audit and permitted non-audit services performed by the Company’s independent registered public accounting firm to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence from the Company and its management. Unless a type of service to be provided by the Company’s independent registered public accounting firm has received general pre-approval from the Audit Committee, it requires specific pre-approval by the Audit Committee. The payment for any proposed services in excess of pre-approved cost levels requires specific pre-approval by the Audit Committee.
Pursuant to its pre-approval policy, the Audit Committee may delegate its authority to pre-approve services to one or more of its members, and has currently delegated this authority to its Chairman, subject to a limit of $500,000 per approval. The decisions of the Chairman (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to management.
Part IV.
Item 15. Exhibits, Consolidated Financial Statements and Financial Statement Schedules
(a)(1) Consolidated Financial Statements
We have filed the consolidated financial statements listed in the Index to Consolidated Financial Statements, Schedules and Exhibits on page F-1 as a part of this report.
(a)(2)Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in the consolidated: No financial statements or the notes thereto.
schedules are filed with this report on Form 10-K/A.
(a)(3) ExhibitsExhibits:
The exhibits listed below are filed as part of this Annual Report on Form 10-K.
|
| | | | | | | | | | | | |
Exhibit No. | | | | Filed Herewith | | Incorporated by Reference |
| Exhibit Description | | Form | | SEC File No. | | Exhibit | | Filing Date |
| 1.1 | | | | | | 8-K | | 000-51447 | | 1.1 | | 6/3/2015 |
|
| | | | | | | | | | | | |
Exhibit No. | | | | Filed Herewith | | Incorporated by Reference |
| Exhibit Description | | Form | | SEC File No. | | Exhibit | | Filing Date |
| 1.1 | | | | | | 8-K | | 000-51447 | | 1.1 | | 6/3/2015 |
| 2.1 | | | | | | 8-K | | 000-51447 | | 2.1 | | 12/21/2012 |
| 2.2 | | | | | | 8-K | | 000-51447 | | 2.2 | | 12/21/2012 |
| 2.3 | | | | | | 8-K | | 000-51447 | | 10.1 | | 4/2/2015 |
| 2.4 | | | | | | 8-K | | 000-51447 | | 10.2 | | 4/2/2015 |
| 2.5 | | Share Purchase Agreement, dated May 22, 2015, by and among Expedia, Inc., Expedia Asia Pacific - Alpha Limited, Ctrip.com International, Ltd., C-Travel International Limited, Luxuriant Holdings Limited, Keystone Lodging Holdings Limited and Plateno Group Limited | | | | 8-K | | 000-51447 | | 2.1 | | 5/22/2015 |
| 3.1 | | | | | | 8-K | | 001-37429 | | 3.2 | | 3/27/2018 |
| 3.2 | | | | | | 8-K | | 001-37429 | | 3.1 | | 04/16/2019 |
| 4.1 | | Indenture, dated as of August 5, 2010, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.95% Senior Notes due 2020 | | | | 8-K | | 000-51447 | | 4.1 | | 8/10/2010 |
| 4.2 | | | | | | 8-K | | 001-37429 | | 4.1 | | 10/3/2016 |
| 4.3 | | | | | | 8-K | | 000-51447 | | 4.1 | | 8/18/2014 |
|
| | | | | | | | | | | | |
| 2.1 | | | | | | 8-K | | 000-51447 | | 2.1 | | 12/21/2012 |
| 2.2 | | | | | | 8-K | | 000-51447 | | 2.2 | | 12/21/2012 |
| 2.3 | | | | | | 8-K | | 000-51447 | | 10.1 | | 4/2/2015 |
| 2.4 | | | | | | 8-K | | 000-51447 | | 10.2 | | 4/2/2015 |
| 2.5 | | Share Purchase Agreement, dated May 22, 2015, by and among Expedia, Inc., Expedia Asia Pacific - Alpha Limited, Ctrip.com International, Ltd., C-Travel International Limited, Luxuriant Holdings Limited, Keystone Lodging Holdings Limited and Plateno Group Limited | | | | 8-K | | 000-51447 | | 2.1 | | 5/22/2015 |
| 3.1 | | | | | | 8-K | | 000-51447 | | 3.2 | | 3/27/2018 |
| 3.2 | | | | | | 8-K | | 000-51447 | | 3.3 | | 3/27/2018 |
| 4.1 | | Indenture, dated as of August 5, 2010, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.95% Senior Notes due 2020 | | | | 8-K | | 000-51447 | | 4.1 | | 8/10/2010 |
| 4.2 | | | | | | 8-K | | 001-37429 | | 4.1 | | 10/3/2016 |
| 4.3 | | | | | | 8-K | | 000-51447 | | 4.1 | | 8/18/2014 |
| 4.4 | | | | | | 8-K | | 000-51447 | | 4.2 | | 8/18/2014 |
| 4.5 | | Fourth Supplemental Indenture, dated as of June 3, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 2.500% Senior Notes due 2022 | | | | 8-K | | 000-51447 | | 4.2 | | 6/3/2015 |
| 4.6 | | Indenture, dated as of December 8, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.000% Senior Notes due 2026 | | | | 8-K | | 001-37429 | | 4.1 | | 12/8/2015 |
|
| | | | | | | | | | | | |
| 4.4 | | | | | | 8-K | | 000-51447 | | 4.2 | | 8/18/2014 |
| 4.5 | | Fourth Supplemental Indenture, dated as of June 3, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 2.500% Senior Notes due 2022 | | | | 8-K | | 000-51447 | | 4.2 | | 6/3/2015 |
| 4.6 | | Indenture, dated as of December 8, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.000% Senior Notes due 2026 | | | | 8-K | | 001-37429 | | 4.1 | | 12/8/2015 |
| 4.7 | | | | | | 8-K | | 001-37429 | | 4.1 | | 9/21/2017 |
| 10.1 | | | | | | 8-K | | 000-51447 | | 10.1 | | 12/27/2011 |
| 10.2 | | Assignment and Assumption of Governance Agreement, among Liberty Expedia holdings, Inc., LEXE Marginco, LLC, LEXEB, LLC, Liberty Interactive Corporation, Barry Diller and Expedia, Inc., dated as of November 4, 2016 | | | | 8-K*† | | 001-37938 | | 10.6 | | 11/7/2016 |
| 10.3 | | | | | | 10-K | | 000-51447 | | 10.11 | | 2/10/2012 |
| 10.4 | | | | | | 8-K*† | | 001-37938 | | 10.7 | | 11/7/2016 |
| 10.5 | | | | | | 8-K*† | | 001-37938 | | 10.8 | | 11/7/2016 |
| 10.6 | | | | | | 8-K*† | | 001-37938 | | 10.1 | | 3/7/2018 |
| 10.7 | | | | | | S-4/A*† | | 333-210377 | | 10.13 | | 9/23/2016 |
| 10.8 | | | | | | 8-K*† | | 001-37938 | | 10.10 | | 11/7/2016 |
| 10.9 | | | | | | 8-K | | 000-51447 | | 10.2 | | 12/27/2011 |
| 10.10 | | | | | | 10-Q | | 001-37429 | | 10.1 | | 7/28/2017 |
|
| | | | | | | | | | | | |
| 4.7 | | | | | | 8-K | | 001-37429 | | 4.1 | | 9/21/2017 |
| 10.1 | | | | | | 8-K | | 000-51447 | | 10.1 | | 12/27/2011 |
| 10.2 | | Assignment and Assumption of Governance Agreement, among Liberty Expedia holdings, Inc., LEXE Marginco, LLC, LEXEB, LLC, Liberty Interactive Corporation, Barry Diller and Expedia, Inc., dated as of November 4, 2016 | | | | 8-K*† | | 001-37938 | | 10.6 | | 11/7/2016 |
| 10.3 | | | | | | 10-K | | 000-51447 | | 10.11 | | 2/10/2012 |
| 10.4 | | | | | | 8-K*† | | 001-37938 | | 10.7 | | 11/7/2016 |
| 10.5 | | | | | | 8-K*† | | 001-37938 | | 10.8 | | 11/7/2016 |
| 10.6 | | | | | | 8-K*† | | 001-37938 | | 10.1 | | 3/7/2018 |
| 10.7 | | | | | | S-4/A*† | | 333-210377 | | 10.13 | | 9/23/2016 |
| 10.8 | | | | | | 8-K*† | | 001-37938 | | 10.10 | | 11/7/2016 |
| 10.9 | | | | | | 8-K | | 000-51447 | | 10.2 | | 12/27/2011 |
| 10.10 | | | | | | 10-Q | | 001-37429 | | 10.1 | | 7/28/2017 |
| 10.11 | | Amended and Restated Credit Agreement dated as of September 5, 2014, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company; Hotwire, Inc., a Delaware corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent | | | | 8-K | | 000-51447 | | 10.1 | | 9/11/2014 |
| 10.12 | | First Amendment, dated as of February 4, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent | | | | 8-K | | 001-37429 | | 10.1 | | 2/8/2016 |
|
| | | | | | | | | | | | |
| 10.11 | | Amended and Restated Credit Agreement dated as of September 5, 2014, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company; Hotwire, Inc., a Delaware corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent | | | | 8-K | | 000-51447 | | 10.1 | | 9/11/2014 |
| 10.12 | | First Amendment, dated as of February 4, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent | | | | 8-K | | 001-37429 | | 10.1 | | 2/8/2016 |
| 10.13 | | Second Amendment, dated as December 22, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent | | | | 10-K | | 001-37429 | | 10.14 | | 2/10/2017 |
| 10.14 | | Third Amendment, dated as of April 25, 2017, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent | | | | 10-Q | | 001-37429 | | 10.1 | | 4/28/2017 |
| 10.15 | | Fourth Amendment, dated as of May 31, 2018, among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent. | | | | 8-K | | 001-37429 | | 10.1 | | 6/1/2018 |
| 10.16 | | Fifth Amendment, dated as of September 10, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent | | | | 10-Q | | 001-37429 | | 10.1 | | 10/26/2018 |
|
| | | | | | | | | | | | |
| 10.13 | | Second Amendment, dated as December 22, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent | | | | 10-K | | 001-37429 | | 10.14 | | 2/10/2017 |
| 10.14 | | Third Amendment, dated as of April 25, 2017, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent | | | | 10-Q | | 001-37429 | | 10.1 | | 4/28/2017 |
| 10.15 | | Fourth Amendment, dated as of May 31, 2018, among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent. | | | | 8-K | | 001-37429 | | 10.1 | | 6/1/2018 |
| 10.16 | | Fifth Amendment, dated as of September 10, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent | | | | 10-Q | | 001-37429 | | 10.1 | | 10/26/2018 |
| 10.17 | | Sixth Amendment, dated as of December 28, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent | | X | | | | | | | | |
| 10.18 | | | | | | 10-Q | | 000-51447 | | 10.1 | | 8/3/2007 |
| 10.19* | | | | | | DEF 14A | | 001-37429 | | App. A | | 8/23/2016 |
| 10.20* | | | | | | S-8 | | 333-206990 | | 99.1 | | 9/17/2015 |
| 10.21* | | | | | | S-8 | | 333-208548 | | 99.10 | | 12/15/2015 |
| 10.22* | | | | X | | | | | | | | |
| 10.23* | | | | X | | | | | | | | |
|
| | | | | | | | | | | | |
| 10.17+ | | Sixth Amendment, dated as of December 28, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent | | | | | | | | | | |
| 10.18 | | | | | | 10-Q | | 000-51447 | | 10.1 | | 8/3/2007 |
| 10.19* | | | | | | DEF 14A | | 001-37429 | | App. A | | 8/23/2016 |
| 10.20* | | | | | | S-8 | | 333-206990 | | 99.1 | | 9/17/2015 |
| 10.21* | | | | | | S-8 | | 333-208548 | | 99.1 | | 12/15/2015 |
| 10.22*+ | | | | | | | | | | | | |
| 10.23*+ | | | | | | | | | | | | |
| 10.24* | | | | | | 10-Q | | 000-51447 | | 10.1 | | 8/1/2014 |
| 10.25* | | | | | | 10-K | | 001-37429 | | 10.22 | | 2/10/2017 |
| 10.26* | | | | | | 10-Q | | 001-37429 | | 10.1 | | 4/27/2018 |
| 10.27* | | | | | | 10-K | | 001-37429 | | 10.23 | | 2/10/2017 |
| 10.28* | | | | | | 10-Q | | 001-37429 | | 10.2 | | 4/27/2018 |
| 10.29* | | | | | | 10-Q | | 001-37429 | | 10.3 | | 4/27/2018 |
| 10.30* | | | | | | 10-K | | 000-51447 | | 10.13 | | 2/19/2009 |
| 10.31* | | | | | | 10-K | | 000-51447 | | 10.17 | | 2/19/2009 |
| 10.32* | | | | | | 10-K | | 000-51447 | | 10.20 | | 2/6/2015 |
| 10.33* | | | | | | 8-K/A | | 001-37429 | | 10.1 | | 9/21/2017 |
| 10.34* | | | | | | 8-K | | 001-37429 | | 10.2 | | 3/9/2016 |
| 10.35* | | | | | | 8-K | | 001-37429 | | 10.3 | | 3/9/2016 |
| 10.36* | | | | | | 8-K/A | | 001-37429 | | 10.2 | | 9/21/2017 |
|
| | | | | | | | | | | | |
10.24* | | | | | | 10-Q | | 000-51447 | | 10.1 | | 8/1/2014 |
10.25* | | | | | | 10-K | | 001-37429 | | 10.22 | | 2/10/2017 |
10.26* | | | | | | 10-Q | | 001-37429 | | 10.1 | | 4/27/2018 |
10.27* | | | | | | 10-K | | 001-37429 | | 10.23 | | 2/10/2017 |
10.28* | | | | | | 10-Q | | 001-37429 | | 10.2 | | 4/27/2018 |
10.29* | | | | | | 10-Q | | 001-37429 | | 10.3 | | 4/27/2018 |
10.30* | | | | | | 10-K | | 000-51447 | | 10.13 | | 2/19/2009 |
10.31* | | | | | | 10-K | | 000-51447 | | 10.17 | | 2/19/2009 |
10.32* | | | | | | 10-K | | 000-51447 | | 10.20 | | 2/6/2015 |
10.33* | | | | | | 8-K/A | | 001-37429 | | 10.1 | | 9/21/2017 |
10.34* | | | | | | 8-K | | 001-37429 | | 10.2 | | 3/9/2016 |
10.35* | | | | | | 8-K | | 001-37429 | | 10.3 | | 3/9/2016 |
10.36* | | | | | | 8-K/A | | 001-37429 | | 10.2 | | 9/21/2017 |
| 10.37* | | | | | | 10-Q | | 001-37429 | | 10.4 | | 4/27/2018 |
| 10.38* | | | | | | 8-K/A | | 001-37429 | | 10.3 | | 9/21/2017 |
| 10.39* | | | | | | 10-Q | | 001-37429 | | 10.5 | | 4/27/2018 |
| 10.40* | | | | | | 8-K | | 001-37429 | | 10.1 | | 3/7/2018 |
| 10.41* | | | | | | 10-Q | | 001-37429 | | 10.6 | | 4/27/2018 |
| 10.42* | | | | | | 10-Q | | 001-37429 | | 10.7 | | 4/27/2018 |
| 10.43* | | | | | | 8-K/A | | 001-37429 | | 10.4 | | 9/21/2017 |
| 10.44* | | | | | | 8-K | | 000-51447 | | 10.3 | | 4/1/2015 |
| 10.45*+ | | | | X | | | | | | | | |
| 10.46*+ | | | | X | | | | | | | | |
2121+ | | | | X | | | | | | | | |
|
| | | | | | | | | | | | |
23.1 | | | | X | | | | | | | | |
31.123.1+ | | | | | | | | | | | | |
| 31.1+ | | | | | | | | | | | | |
| 31.2+ | | | | | | | | | | | | |
| 31.3+ | | | | | | | | | | | | |
| 31.4 | | | | X | | | | | | | | |
31.231.5 | | | | X | | | | | | | | |
31.331.6 | | | | X | | | | | | | | |
32.1***32.1+ | | | | | | | | | | | | |
32.2***32.2+ | | | | | | | | | | | | |
32.3***32.3+ | | | | | | | | | | | | |
101 |
| | | | | | | | | | | | |
| 101+ | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | | X | | | | | | | | |
|
| |
| * | Indicates a management contract or compensatory plan or arrangement. |
| *† | Indicates reference to filing of Liberty Expedia Holdings, Inc. |
***+ | Furnished herewithPreviously filed or furnished with the Company’s Annual Report on Form 10-K, filed February 8, 2019. |
Part IV. Item 16. Form 10-K Summary
Not applicable.
Signatures
Signature
Pursuant to the requirements of the Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | |
| | Expedia Group, Inc. |
| | |
| | By: | /s/ MARK D. OKERSTROM |
| | | Mark D. Okerstrom Chief Executive Officer |
February 7, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 7, 2019. |
| | |
Signature | | Title |
| |
/s/ MARK D. OKERSTROM | | Chief Executive Officer, President and Director |
Mark D. Okerstrom | | (Principal Executive Officer) |
| |
/s/ ALAN PICKERILL | | Chief Financial Officer |
Alan Pickerill | | (Principal Financial Officer) |
| |
/s/ LANCE A. SOLIDAY | | Chief Accounting Officer and Controller |
Lance A. Soliday | | (Principal Accounting Officer) |
| |
/s/ BARRY DILLER | | Director (Chairman of the Board) |
Barry Diller | | |
| |
/s/ PETER M. KERN | | Director (Vice Chairman) |
Peter M. Kern | | |
| |
/s/ SUSAN C. ATHEY | | Director |
Susan C. Athey | | |
| |
/s/ A. GEORGE BATTLE | | Director |
A. George Battle | | |
| | |
/s/ COURTNEE A. CHUN | | Director |
Courtnee A. Chun | | |
| |
/s/ CHELSEA CLINTON | | Director |
Chelsea Clinton | | |
| | |
/s/ PAMELA L. COE | | Director |
Pamela L. Coe | | |
| |
/s/ JONATHAN L. DOLGEN | | Director |
Jonathan L. Dolgen | | |
| |
/s/ CRAIG A. JACOBSON | | Director |
Craig A. Jacobson | | |
| | |
/s/ VICTOR A. KAUFMAN | | Director |
Victor A. Kaufman | | |
| |
/s/ DARA KHOSROWSHAHI | | Director |
Dara Khosrowshahi | | |
| |
/s/ SCOTT RUDIN | | Director |
Scott Rudin | | |
| |
/s/ CHRISTOPHER W. SHEAN | | Director |
Christopher W. Shean | | |
| |
/s/ ALEXANDER VON FURSTENBERG | | Director |
Alexander von Furstenberg | | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Expedia Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Expedia Group, Inc. (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 7,April 29, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2004.
Seattle, Washington
February 7, 2019
Consolidated Financial Statements
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions, except for per share data) |
| Revenue | $ | 11,223 |
| | $ | 10,060 |
| | $ | 8,774 |
|
| Costs and expenses: | | | | | |
Cost of revenue (1) | 1,965 |
| | 1,757 |
| | 1,597 |
|
Selling and marketing (1) | 5,767 |
| | 5,298 |
| | 4,367 |
|
Technology and content (1) | 1,617 |
| | 1,387 |
| | 1,235 |
|
General and administrative (1) | 808 |
| | 676 |
| | 678 |
|
| Amortization of intangible assets | 283 |
| | 275 |
| | 317 |
|
| Impairment of goodwill | 86 |
| | — |
| | — |
|
| Impairment of intangible assets | 42 |
| | — |
| | 35 |
|
| Legal reserves, occupancy tax and other | (59 | ) | | 25 |
| | 27 |
|
Restructuring and related reorganization charges (1) | — |
| | 17 |
| | 56 |
|
| Operating income | 714 |
| | 625 |
| | 462 |
|
| Other income (expense): | | | | | |
| Interest income | 71 |
| | 34 |
| | 20 |
|
| Interest expense | (190 | ) | | (182 | ) | | (173 | ) |
| Other, net | (110 | ) | | (60 | ) | | (32 | ) |
| Total other expense, net | (229 | ) | | (208 | ) | | (185 | ) |
| Income before income taxes | 485 |
| | 417 |
| | 277 |
|
| Provision for income taxes | (87 | ) | | (45 | ) | | (16 | ) |
| Net income | 398 |
| | 372 |
| | 261 |
|
| Net loss attributable to non-controlling interests | 8 |
| | 6 |
| | 21 |
|
| Net income attributable to Expedia Group, Inc. | $ | 406 |
| | $ | 378 |
| | $ | 282 |
|
| Earnings per share attributable to Expedia Group, Inc. available to common stockholders: | | | | | |
| Basic | $ | 2.71 |
| | $ | 2.49 |
| | $ | 1.87 |
|
| Diluted | 2.65 |
| | 2.42 |
| | 1.82 |
|
| Shares used in computing earnings per share (000's): | | | | | |
| Basic | 149,961 |
| | 151,619 |
| | 150,367 |
|
| Diluted | 152,889 |
| | 156,385 |
| | 154,517 |
|
|
| | | | | | | | | | | |
| (1) Includes stock-based compensation as follows: | | | | | |
| Cost of revenue | $ | 11 |
| | $ | 10 |
| | $ | 11 |
|
| Selling and marketing | 44 |
| | 40 |
| | 47 |
|
| Technology and content | 61 |
| | 55 |
| | 63 |
|
| General and administrative | 87 |
| | 44 |
| | 108 |
|
| Restructuring and related reorganization charges | — |
| | — |
| | 13 |
|
See notes to consolidated financial statements.
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
| | | | | | | | | | | |
| | Year ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions) |
| Net income | $ | 398 |
| | $ | 372 |
| | $ | 261 |
|
| Other comprehensive income (loss), net of tax | | | | | |
| Currency translation adjustments, net of taxes | (86 | ) | | 189 |
| | (10 | ) |
| Unrealized losses on available for sale securities, net of taxes | — |
| | (7 | ) | | — |
|
| Other comprehensive income (loss), net of tax | (86 | ) | | 182 |
| | (10 | ) |
| Comprehensive income | 312 |
| | 554 |
| | 251 |
|
| Less: Comprehensive income (loss) attributable to non-controlling interests | (26 | ) | | 45 |
| | (29 | ) |
| Comprehensive income attributable to Expedia Group, Inc. | $ | 338 |
| | $ | 509 |
| | $ | 280 |
|
See notes to consolidated financial statements.
EXPEDIA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
|
| | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
| | (In millions, except per share data) |
| ASSETS |
| Current assets: | | | |
| Cash and cash equivalents | $ | 2,443 |
| | $ | 2,847 |
|
| Restricted cash and cash equivalents | 259 |
| | 69 |
|
| Short-term investments | 28 |
| | 468 |
|
| Accounts receivable, net of allowance of $34 and $31 | 2,151 |
| | 1,866 |
|
| Income taxes receivable | 24 |
| | 21 |
|
| Prepaid expenses and other current assets | 292 |
| | 269 |
|
| Total current assets | 5,197 |
| | 5,540 |
|
| Property and equipment, net | 1,877 |
| | 1,575 |
|
| Long-term investments and other assets | 778 |
| | 845 |
|
| Deferred income taxes | 69 |
| | 18 |
|
| Intangible assets, net | 1,992 |
| | 2,309 |
|
| Goodwill | 8,120 |
| | 8,229 |
|
| TOTAL ASSETS | $ | 18,033 |
| | $ | 18,516 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
| Current liabilities: | | | |
| Accounts payable, merchant | $ | 1,699 |
| | $ | 1,838 |
|
| Accounts payable, other | 788 |
| | 698 |
|
| Deferred merchant bookings | 4,327 |
| | 3,219 |
|
| Deferred revenue | 364 |
| | 326 |
|
| Income taxes payable | 74 |
| | 33 |
|
| Accrued expenses and other current liabilities | 808 |
| | 1,265 |
|
| Current maturities of long-term debt | — |
| | 500 |
|
| Total current liabilities | 8,060 |
| | 7,879 |
|
| Long-term debt, excluding current maturities | 3,717 |
|
| 3,749 |
|
| Deferred income taxes | 69 |
| | 329 |
|
| Other long-term liabilities | 506 |
| | 408 |
|
| Commitments and contingencies |
| |
|
| Redeemable non-controlling interests | 30 |
| | 22 |
|
| Stockholders’ equity: | | | |
| Common stock $.0001 par value | — |
| | — |
|
| Authorized shares: 1,600,000 | | | |
| Shares issued: 231,493 and 228,467 | | | |
| Shares outstanding: 134,334 and 138,939 | | | |
| Class B common stock $.0001 par value | — |
| | — |
|
| Authorized shares: 400,000 | | | |
| Shares issued and outstanding: 12,800 and 12,800 | | | |
| Additional paid-in capital | 9,549 |
| | 9,163 |
|
| Treasury stock — Common stock, at cost | (5,742 | ) | | (4,822 | ) |
| Shares: 97,159 and 89,528 | | | |
| Retained earnings | 517 |
| | 331 |
|
| Accumulated other comprehensive income (loss) | (220 | ) | | (149 | ) |
| Total Expedia Group, Inc. stockholders’ equity | 4,104 |
| | 4,523 |
|
| Non-redeemable non-controlling interests | 1,547 |
| | 1,606 |
|
| Total stockholders’ equity | 5,651 |
| | 6,129 |
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 18,033 |
| | $ | 18,516 |
|
See notes to consolidated financial statements.
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In millions, except share and per share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common stock | | Class B common stock | | Additional paid-in capital | | Treasury stock | | Retained earnings (deficit) | | Accumulated other comprehensive income (loss) | | Non-redeemable non-controlling interest | | Total |
| | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | |
| Balance as of December 31, 2015 | | 220,383,124 |
| | $ | — |
| | 12,799,999 |
| | $ | — |
| | $ | 8,697 |
| | 82,923,771 |
| | $ | (4,055 | ) | | $ | 508 |
| | $ | (285 | ) | | $ | 65 |
| | $ | 4,930 |
|
| Net income (excludes $23 of net loss attributable to redeemable non-controlling interest) | | | | | | | | | | | | | | | | 282 |
| | | | 2 |
| | 284 |
|
| Other comprehensive income (loss), net of taxes | | | | | | | | | | | | | | | | | | (1 | ) | | — |
| | (1 | ) |
| Payment of dividends to stockholders (declared at $1.00 per share) | | | | | | | | | | — |
| | | | | | (150 | ) | | | | | | (150 | ) |
| Proceeds from exercise of equity instruments and employee stock purchase plans | | 3,413,505 |
| | — |
| | | | | | 141 |
| | | | | | | | | | | | 141 |
|
| Withholding taxes for stock options | | | | | | | | | | (1 | ) | | | | | | | | | | | | (1 | ) |
| Issuance of common stock in connection with acquisitions | | 513,140 |
| | — |
| | | | | | — |
| | | | | | | | | | | | — |
|
| Treasury stock activity related to vesting of equity instruments | | | | | | | | | | | | 174,378 |
| | (20 | ) | | | | | | | | (20 | ) |
| Common stock repurchases | | | | | | | | | | | | 3,979,170 |
| | (436 | ) | | | | | | | | (436 | ) |
| Impact of adoption of new accounting guidance related to stock-based compensation | | | | | | | | | | 10 |
| | | | | | (7 | ) | | | | | | 3 |
|
| Adjustment to the fair value of redeemable non-controlling interests | | | | | | | | | | (344 | ) | | | | | | (504 | ) | | | | | | (848 | ) |
| Change in ownership of non-controlling interest related to trivago initial public offering ("IPO") | | | | | | | | | | (32 | ) | | | | | | | | 6 |
| | 26 |
| | — |
|
| Transfer from redeemable non-controlling interests | | | | | | | | | | — |
| | | | | | | | | | 1,381 |
| | 1,381 |
|
| Proceeds related to trivago IPO, net of fees and expenses | | | | | | | | | | 125 |
| | | | | | | | | | 85 |
| | 210 |
|
| Stock-based compensation expense | | | | | | | | | | 196 |
| | | | | | | | | | | | 196 |
|
| Other | | | | | | | | | | 2 |
| | | | | | | | | | 2 |
| | 4 |
|
| Balance as of December 31, 2016 | | 224,309,769 |
| | — |
| | 12,799,999 |
| | — |
| | 8,794 |
| | 87,077,319 |
| | (4,511 | ) | | 129 |
| | (280 | ) | | 1,561 |
| | 5,693 |
|
| Net income (excludes $3 of net income attributable to redeemable non-controlling interest) | | | | | | | | | | | | | | | | 378 |
| | | | (9 | ) | | 369 |
|
| Other comprehensive income (loss), net of taxes | | | | | | | | | | | | | | | | | | 131 |
| | 51 |
| | 182 |
|
| Payment of dividends to stockholders (declared at $1.16 per share) | | | | | | | | | | — |
| | | | | | (176 | ) | | | |
| | (176 | ) |
| Proceeds from exercise of equity instruments and employee stock purchase plans | | 3,982,546 |
| | — |
| | | | | | 228 |
| | | | | | | | | | | | 228 |
|
| Withholding taxes for stock options | | | | | | | | | | (9 | ) | | | | | | | | | | | | (9 | ) |
| Issuance of common stock in connection with acquisitions | | 175,040 |
| | — |
| | | | | | — |
| | | | | | | | | | | | — |
|
| Treasury stock activity related to vesting of equity instruments | | | | | | | | | | | | 133,319 |
| | (17 | ) | | | | | | | | (17 | ) |
| Common stock repurchases | | | | | | | | | | | | 2,317,617 |
| | (294 | ) | | | | | | | | (294 | ) |
| Other changes in non-controlling interests | | | | | | | | | | 3 |
| | | | | | | | | | 3 |
| | 6 |
|
| Stock-based compensation expense | | | | | | | | | | 148 |
| | | | | | | | | | | | 148 |
|
| Other | | | | | | | | | | (1 | ) | | | | | | | | | |
| | (1 | ) |
| Balance as of December 31, 2017 | | 228,467,355 |
| | $ | — |
| | 12,799,999 |
| | $ | — |
| | $ | 9,163 |
| | 89,528,255 |
| | $ | (4,822 | ) | | $ | 331 |
| | $ | (149 | ) | | $ | 1,606 |
| | $ | 6,129 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Common stock | | Class B common stock | | Additional paid-in capital | | Treasury stock | | Retained earnings (deficit) | | Accumulated other comprehensive income (loss) | | Non-redeemable non-controlling interest | | Total |
| | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount | |
| Net income (excludes $1 of net income attributable to redeemable non-controlling interest) | | | | | | | | | | | | | | | | 406 |
| | | | (9 | ) | | 397 |
|
| Other comprehensive income (loss), net of taxes | | | | | | | | | | | | | | | | | | (68 | ) | | (18 | ) | | (86 | ) |
| Payment of dividends to stockholders (declared at $1.24 per share) | | | | | | | | | | | | | | | | (186 | ) | | | | | | (186 | ) |
| Proceeds from exercise of equity instruments and employee stock purchase plans | | 2,850,591 |
| | — |
| | | | | | 166 |
| | | | | | | | | | | | 166 |
|
| Withholding taxes for stock options | | | | | | | | | | (2 | ) | | | | | | | | | | | | (2 | ) |
| Issuance of common stock in connection with acquisitions | | 175,040 |
| | — |
| | | | | | — |
| | | | | | | | | | | | — |
|
| Treasury stock activity related to vesting of equity instruments | | | | | | | | | | | | 179,783 |
| | (20 | ) | | | | | | | | (20 | ) |
| Common stock repurchases | | | | | | | | | | | | 7,720,194 |
| | (904 | ) | | | | | | | | (904 | ) |
| Proceeds from issuance of treasury stock | | | �� | | | | | | | 27 |
| | (269,646 | ) | | 4 |
| | | | | | | | 31 |
|
| Adjustment to the fair value of redeemable non-controlling interests | | | | | | | | | | — |
| | | | | | (3 | ) | | | | | | (3 | ) |
| Purchase of remaining interest in Air Asia | | | | | | | | | | (5 | ) | | | | | | | | | | (57 | ) | | (62 | ) |
| Other changes in non-controlling interests | | | | | | | | | | (7 | ) | | | | | | | | | | 25 |
| | 18 |
|
| Stock-based compensation expense | | | | | | | | | | 208 |
| | | | | | | | | | | | 208 |
|
| Impact of adoption of new accounting guidance | | | | | | | | | | | | | | | | (31 | ) | | (3 | ) | | | | (34 | ) |
| Other | | | | | | | | | | (1 | ) | | | | | | | | | | | | (1 | ) |
| Balance as of December 31, 2018 | | 231,492,986 |
| | $ | — |
| | 12,799,999 |
| | $ | — |
| | $ | 9,549 |
| | 97,158,586 |
| | $ | (5,742 | ) | | $ | 517 |
| | $ | (220 | ) | | $ | 1,547 |
| | $ | 5,651 |
|
See notes to consolidated financial statements.
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| | | | | | | | | | | |
| | December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions) |
| Operating activities: | | | | | |
| Net income | $ | 398 |
| | $ | 372 |
| | $ | 261 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Depreciation of property and equipment, including internal-use software and website development | 676 |
| | 614 |
| | 477 |
|
| Amortization of stock-based compensation | 203 |
| | 149 |
| | 242 |
|
| Amortization and impairment of intangible assets | 325 |
| | 275 |
| | 352 |
|
| Impairment of goodwill | 86 |
| | — |
| | — |
|
| Deferred income taxes | (308 | ) | | (103 | ) | | (14 | ) |
| Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net | 111 |
| | (79 | ) | | 16 |
|
| Realized (gain) loss on foreign currency forwards | (31 | ) | | (6 | ) | | 53 |
|
| Loss on minority equity investments, net | 111 |
| | 14 |
| | 12 |
|
| Other | 22 |
| | (30 | ) | | (4 | ) |
| Changes in operating assets and liabilities, net of effects from acquisitions: | | | | | |
| Accounts receivable | (282 | ) | | (456 | ) | | (276 | ) |
| Prepaid expenses and other assets | (29 | ) | | (71 | ) | | (45 | ) |
| Accounts payable, merchant | (134 | ) | | 316 |
| | 184 |
|
| Accounts payable, other, accrued expenses and other current liabilities | 196 |
| | 257 |
| | 79 |
|
| Tax payable/receivable, net | 102 |
| | (30 | ) | | (100 | ) |
| Deferred merchant bookings | 489 |
| | 593 |
| | 261 |
|
| Deferred revenue | 40 |
| | 30 |
| | 51 |
|
| Net cash provided by operating activities | 1,975 |
| | 1,845 |
| | 1,549 |
|
| Investing activities: | | | | | |
| Capital expenditures, including internal-use software and website development | (878 | ) | | (710 | ) | | (749 | ) |
| Purchases of investments | (1,803 | ) | | (1,811 | ) | | (45 | ) |
| Sales and maturities of investments | 2,137 |
| | 1,096 |
| | 61 |
|
| Acquisitions, net of cash and restricted cash acquired | (53 | ) | | (169 | ) | | (1 | ) |
| Other, net | 38 |
| | 13 |
| | 16 |
|
| Net cash used in investing activities | (559 | ) | | (1,581 | ) | | (718 | ) |
| Financing activities: | | | | | |
| Payment of long-term debt | (500 | ) | | — |
| | — |
|
| Proceeds from issuance of long-term debt, net of issuance costs | — |
| | 990 |
| | (2 | ) |
| Payment of HomeAway Convertible Notes | — |
| | — |
| | (401 | ) |
| Purchases of treasury stock | (923 | ) | | (312 | ) | | (456 | ) |
| Proceeds from issuance of treasury stock | 31 |
| | — |
| | — |
|
| Payment of dividends to stockholders | (186 | ) | | (176 | ) | | (150 | ) |
| Proceeds from exercise of equity awards and employee stock purchase plan | 166 |
| | 229 |
| | 141 |
|
| Changes in controlled subsidiaries, net | (62 | ) | | (18 | ) | | 208 |
|
| Other, net | (15 | ) | | (25 | ) | | (31 | ) |
| Net cash provided by (used in) financing activities | (1,489 | ) | | 688 |
| | (691 | ) |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | (139 | ) | | 147 |
| | (35 | ) |
| Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents | (212 | ) | | 1,099 |
| | 105 |
|
Cash, cash equivalents and restricted cash and cash equivalents at beginning of year | 2,917 |
| | 1,818 |
| | 1,713 |
|
| Cash, cash equivalents and restricted cash and cash equivalents at end of year | $ | 2,705 |
| | $ | 2,917 |
| | $ | 1,818 |
|
| Supplemental cash flow information | | | | | |
| Cash paid for interest | $ | 196 |
| | $ | 163 |
| | $ | 154 |
|
| Income tax payments, net | 282 |
| | 174 |
| | 124 |
|
See notes to consolidated financial statements.
Expedia Group, Inc.
Notes to Consolidated Financial Statements
NOTE 1 — Organization and Basis of Presentation
Description of Business
Expedia Group, Inc. and its subsidiaries (formerly "Expedia, Inc.") 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, Egencia®, trivago® and HomeAway®,VRBO®,Orbitz®, Travelocity®,Wotif®, lastminute.com.au®, ebookers®, CheapTickets®, Hotwire®, Classic Vacations®, CarRentals.comTM, Expedia Local Expert®, Expedia® CruiseShipCenters®, SilverRail Technologies, Inc., ALICE® and Traveldoo®. In addition, many of these brands have related international points of sale. We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in these consolidated financial statements.
Basis of Presentation
The accompanying 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 record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method. We have eliminated significant intercompany transactions and accounts.
We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, the results of our future operations and cash flows.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our vacation rental business. Historically, HomeAway has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The continued growth of our international operations, advertising business or a change in our product mix, including the growth of HomeAway, may influence the typical trend of the seasonality in the future, and there may also be business or market driven dynamics that result in short-term impacts to revenue or profitability that differ from the typical seasonal trends.
NOTE 2 — Significant Accounting Policies
Consolidation
Our consolidated financial statements include the accounts of Expedia Group, Inc., our wholly-owned subsidiaries, and entities for which we control a majority of the entity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the non-controlling interest share of net income or loss from our redeemable and non-redeemable non-controlling interest entities. Upon closing of its initial public offering ("IPO") on December 16, 2016, trivago became 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, Inc.
We characterize our minority interest in trivago, subsequent to its IPO, as a non-redeemable non-controlling interest and classify it as a component of stockholders’ equity in our consolidated financial statements. Non-controlling interests with shares
redeemable at the option of the minority holders, such as trivago prior to its IPO, have been included in redeemable non-controlling interests. See “Redeemable Non-controlling Interest” below for further information.
We have eliminated significant intercompany transactions and accounts in our consolidated financial statements.
Accounting Estimates
We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“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 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 consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments.
Reclassifications
We have reclassified certain amounts related to our prior period results to conform to our current period presentation.
Revenue Recognition
We recognize revenue upon transfer of control of our promised services in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
For our primary transaction-based revenue sources, discussed below, we have determined net presentation (that is, the amount billed to a traveler less the amount paid to a supplier) is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying travel services and we do not control the service provided by the supplier to the traveler. We exclude all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on our travel related services or collected by the Company from customers (which are therefore excluded from revenue).
We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model.
Under the merchant model, we facilitate the booking of hotel rooms, alternative accommodations, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings.
Under the agency model, we pass reservations booked by the traveler to the relevant travel supplier and the travel supplier serves as the merchant of record for such bookings. We receive commissions or ticketing fees from the travel supplier and/or traveler. For certain agency airline, hotel and car transactions, we also receive fees through global distribution systems (“GDS”) that provide the computer systems through which the travel supplier inventory is made available and through which reservations are booked.
Under the advertising model, we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on trivago and our transaction-based websites.
Our HomeAway business facilitates vacation rental bookings, earning per transaction commissions, traveler service fees or a combination, and provides subscription-based listing and other ancillary services to property owners and managers.
The nature of our travel booking service performance obligations vary based on the travel service with differences primarily related to the degree to which we provide post booking services to the traveler and the timing when rights and obligations are triggered in our underlying supplier agreements. We consider both the traveler and travel supplier as our customers.
Refer to NOTE 18 — Segment Information for revenue by business model and service type.
Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and HomeAway business models.
Merchant Hotel. We provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk. Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation. We record the payment in deferred merchant bookings until the stayed night occurs, at which point we recognize the revenue, net of amounts paid to suppliers, as this is when our performance obligation is satisfied. In certain nonrefundable, nonchangeable transactions where we have no significant post booking services (primarily opaque hotel
offerings), we record revenue when the traveler completes the transaction on our website, less a reserve for chargebacks and cancellations based on historical experience. Payments to suppliers are generally due within 30 days of check-in or stay. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Cancellation fees are collected and
remitted to the supplier, if applicable.
Agency Hotel. We generally record agency revenue from the hotel when the stayed night occurs as we provide post booking services to the traveler and, thus consider the stay as when our performance obligation is satisfied. We record an allowance for cancellations on this revenue based on historical experience.
HomeAway. HomeAway’s lodging revenue is generally earned on a pay-per-booking or pay-per-subscription basis. Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate HomeAway for facilitating bookings with travelers. Under pay-per-booking arrangements, each booking is a separate contract as listings are typically cancelable at any time and the related revenue, net of amounts paid to property owners, is recognized at check in, which is the point in time when our service to the traveler is complete. In pay-per-subscription contracts, property owners or managers purchase in advance online advertising services related to the listing of their properties for rent over a fixed term (typically one year). As the performance obligation is the listing service and is provided to the property owner or manager over the life of the listing period, the pay-per-subscription revenue is recognized on a straight-line basis over the listing period. HomeAway also charges a traveler service fee at the time of booking. The service fee charged to travelers provides compensation for HomeAway’s services, including but not limited to the use of HomeAway's website and a “Book with Confidence Guarantee” providing travelers with comprehensive payment protection and 24/7 traveler support. The performance obligation is to facilitate the booking of a property and assist travelers up to their check in process and, as such, the traveler service fee revenue is recognized at check-in. Revenue from other ancillary vacation rental services or products are recorded either upon delivery or when we provide the service.
Merchant and Agency Air. We record revenue on air transactions when the traveler books the transaction, as we do not provide significant post booking services to the traveler and payments due to and from air carriers are typically due at the time of ticketing. We record a reserve for chargebacks and cancellations at the time of the transaction based on historical experience. In certain transactions, the GDS collects commissions from our suppliers and passes these commissions to us, net of their fees. Therefore, we view payments through the GDS as commissions from suppliers and record these commissions in net revenue. Fees paid to the GDS as compensation for their role in processing transactions are recorded as cost of revenue.
Advertising and Media. We record revenue from click-through fees charged to our travel partners for leads sent to the travel partners’ websites. We record revenue from click-through fees after the traveler makes the click-through to the related travel partners’ websites. We record revenue for advertising placements ratably over the advertising period or upon delivery of advertising impressions, depending on the terms of the contract. Payments from advertisers are generally due within 30 days of invoicing.
Other. Other primarily includes transaction revenue for booking services related to products such as car, cruise and destination services under the agency business model. We generally record the related revenue when the travel occurs, as in most cases we provide post booking services and this is when our performance obligation is complete. Additionally, no rights or obligations are triggered in our supplier agreements until the travel occurs. We record an allowance for cancellations on this revenue based on historical experience. In addition, other also includes travel insurance products primarily under the merchant model, for which revenue is recorded at the time the transaction is booked.
Packages. Packages assembled by travelers through the packaging functionality on our websites generally include a merchant hotel component and some combination of an air, car or destination services component. The individual package components are accounted for as separate performance obligations and recognized in accordance with our revenue recognition policies stated above.
Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At January 1, 2018, $3.219 billion of cash advance cash payments was reported within deferred merchant bookings, $2.898 billion of which was recognized resulting in $421 million of revenue during the year ended December 31, 2018. At December 31, 2018, the related balance was $3.627 billion.
Travelers enrolled in our internally administered traveler loyalty rewards programs earn points for each eligible booking made which can be redeemed for free or discounted future bookings. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 30 Brand Expedia websites. Orbitz Rewards allows travelers to earn OrbucksSM, the currency of Orbitz Rewards, on flights, hotels and vacation packages and instantly redeem those Orbucks on future bookings at various hotels worldwide. As travelers accumulate points towards free travel products, we defer the relative standalone selling price of earned points, net of expected breakage, as deferred loyalty
rewards within deferred merchant bookings on the consolidated balance sheet. In order to estimate the standalone selling price of the underlying services on which points can be redeemed for all loyalty programs, we use an adjusted market assessment approach and consider the redemption values expected from the traveler. We then estimate the number of rewards that will not be redeemed based on historical activity in our members' accounts as well as statistical modeling techniques. Revenue is recognized when we have satisfied our performance obligation relating to the points, that is when the travel service purchased with the loyalty award is satisfied. The majority of rewards expected to be redeemed are recognized within one to two years of being earned. At January 1, 2018, $619 million of deferred loyalty rewards was reported within deferred merchant bookings, all of which was recognized as revenue during the year ended December 31, 2018. At December 31, 2018, the related balance was $700 million.
Deferred Revenue. Deferred revenue primarily consists of HomeAway's traveler service fees received on bookings where we are not merchant of record due to the use of a third party payment processor, unearned subscription revenue as well as deferred advertising revenue. At January 1, 2018, $326 million was recorded as deferred revenue, $288 million of which was recognized as revenue during the year ended December 31, 2018. At December 31, 2018, the related balance was $364 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 time 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:
|
| | | | | | | |
| | December 31,
2018 | | December 31,
2017 |
| | (in millions) |
| Cash and cash equivalents | $ | 2,443 |
| | $ | 2,847 |
|
| Restricted cash and cash equivalents | 259 |
| | 69 |
|
| Restricted cash included within long-term investments and other assets | 3 |
| | 1 |
|
| Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow | $ | 2,705 |
| | $ | 2,917 |
|
Short-term and Long-term Investments
We determine the appropriate classification of our investments in marketable securities at the time of purchase and reevaluate such designation at each balance sheet date. Investments with remaining maturities of less than one year are classified within short-term investments. All other investments are classified within long-term investments and other assets.
We record investments using the equity method when we have the ability to exercise significant influence over the investee. As of January 1, 2018, minority equity investments with readily determinable fair values, such as our investment in Despegar.com Corp ("Despegar"), are carried at fair value with changes in fair value recorded through net income. Minority investments without readily determinable fair values are measured using the equity method, or measured at cost with observable price changes reflected through net income. We perform a qualitative assessment on a quarterly basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net.
Accounts Receivable
Accounts receivable are generally due within thirty days and are recorded net of an allowance for doubtful accounts. We consider accounts outstanding longer than the contractual payment terms as past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to us, and the condition of the general economy and industry as a whole.
Property and Equipment
We record property and equipment at cost, net of accumulated depreciation and amortization. We also capitalize certain costs incurred related to the development of internal use software. We capitalize costs incurred during the application development stage related to the development of internal use software. We expense costs incurred related to the planning and post-implementation phases of development as incurred.
We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment, capitalized software development and furniture and other equipment. We amortize leasehold improvement using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease.
We establish assets and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition under the authoritative accounting guidance for asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs.
We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where we are considered the owner for accounting purposes, pursuant to build-to-suit lease guidance, to the extent that we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of these facilities, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If we continue to be the deemed owner for accounting purposes, the facilities are accounted for as financing obligations. As a result of our involvement in the construction project for a new office space of our trivago subsidiary, we recorded that lease under build-to-suit guidance. During 2018, trivago moved into its new office space at which point it was determined not to have met the sales-leaseback guidance resulting in our accounting for the lease as a financing obligation.
Business Combinations
We assign the value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and trade names, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined.
Recoverability of Goodwill and Indefinite-Lived Intangible Assets
Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. We assess goodwill and indefinite-lived intangible assets, neither of which is amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value. An impairment charge is recorded based on the excess of the reporting unit's carrying amount over its fair value. Periodically, we may choose to perform a qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired.
We generally base our measurement of fair value of reporting units on a blended analysis of the present value of future discounted cash flows and market valuation approach with the exception of our standalone publicly traded subsidiary, which is based on market valuation. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units.
We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.
In addition to measuring the fair value of our reporting units as described above, we consider the combined carrying and fair values of our reporting units in relation to the Company’s total fair value of equity plus debt as of the assessment date. Our equity value assumes our fully diluted market capitalization, using either the stock price on the valuation date or the average stock price over a range of dates around the valuation date, plus an estimated acquisition premium which is based on observable transactions of comparable companies. The debt value is based on the highest value expected to be paid to repurchase the debt, which can be fair value, principal or principal plus a premium depending on the terms of each debt instrument.
In our evaluation of our indefinite-lived intangible assets, we typically first perform a quantitative assessment and an impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which primarily consist of trade name and trademarks, using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. As with goodwill, periodically, we may choose to perform a qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the indefinite-lived intangible asset is more likely than not impaired.
Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets
Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one to twelve years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.
Redeemable Non-controlling Interests
We have non-controlling interests in majority owned entities, which were carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the company. If the redeemable non-controlling interest is redeemable at an amount other than fair value, we adjust the non-controlling interest to redemption value through earnings each period. In circumstances where the non-controlling interest is redeemable at fair value, which included trivago prior to its IPO in December 2016, changes in fair value of the shares for which the minority holders could sell to us were recorded to the non-controlling interest and as charges or credits to retained earnings (or additional paid-in capital in the absence of retained earnings). Fair value determinations required high levels of judgment (“Level 3” on the fair value hierarchy) and were based on various valuation techniques, including market comparables and discounted cash flow projections.
Income Taxes
We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. The Tax Cuts and Jobs Act ("the Tax Act") enacted in December 2017 reduced the U.S. Corporate income tax rate from 35% to 21%, effective January 1, 2018. See NOTE 10 — Income Taxes for further information on the tax impacts of the Tax Act.
We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. All deferred income taxes are classified as long-term on our consolidated balance sheets.
We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the financial statements.
We recognize interest and penalties related to unrecognized tax benefits in the income tax expense line in our consolidated statement of operations. Accrued interest and penalties are included in other long-term liabilities on the consolidated balance sheet.
In relation to tax effects for accumulated other comprehensive income (loss) (“OCI”), our policy is to release the tax effects of amounts reclassified from accumulated OCI to pre-tax income (loss) from continuing operations. Any remaining tax effect in accumulated OCI is released following a portfolio approach.
The Tax Act creates a new requirement that global intangible low-taxed income ("GILTI") earned by our foreign subsidiaries must be included in gross U.S. taxable income, which we account for in the period incurred (the "period cost method").
Derivative Instruments
Derivative instruments are carried at fair value on our consolidated balance sheets. The fair values of the derivative financial instruments generally represent the estimated amounts we would expect to receive or pay upon termination of the contracts as of the reporting date.
At December 31, 2018 and 2017, our derivative instruments primarily consisted of foreign currency forward contracts. 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. We do not hold or issue financial instruments for speculative or trading purposes.
In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated OCI. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.
Foreign Currency Translation and Transaction Gains and Losses
Certain of our operations outside of the United States use the related local currency as their functional currency. We translate revenue and expense at average rates of exchange during the period. We translate assets and liabilities at the rates of exchange as of the consolidated balance sheet dates and include foreign currency translation gains and losses as a component of accumulated OCI. Due to the nature of our operations and our corporate structure, we also have subsidiaries that have significant transactions in foreign currencies other than their functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring remeasurement and settlement of such transactions.
To the extent practicable, we attempt to minimize this exposure by maintaining natural hedges between our current assets and current liabilities of similarly denominated foreign currencies. Additionally, as discussed above, we use foreign currency forward contracts to economically hedge certain merchant revenue exposures and in lieu of holding certain foreign currency cash for the purpose of economically hedging our foreign currency-denominated operating liabilities.
Debt Issuance Costs
We defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, and amortize these costs to interest expense over the term of the debt or, in circumstances where the debt can be redeemed at the option of the holders, over the term of the redemption option.
Marketing Promotions
We periodically provide incentive offers to our customers to encourage booking of travel products and services. Generally, our incentive offers are as follows:
Current Discount Offers. These promotions include dollar or percent off discounts to be applied against current purchases. We record the discounts as reduction in revenue at the date we record the corresponding revenue transaction.
Inducement Offers. These promotions include discounts granted at the time of a current purchase to be applied against a future qualifying purchase. We treat inducement offers as a reduction to revenue based on estimated future redemption rates. We allocate the discount amount at the time of the offer between the current performance obligation and the potential future performance obligations based on our expected relative value of the transactions. We estimate our redemption rates using our historical experience for similar inducement offers.
Concession Offers. These promotions include discounts to be applied against a future purchase to maintain customer satisfaction. Upon issuance, we record these concession offers as a reduction to revenue based on estimated future redemption rates. We estimate our redemption rates using our historical experience for concession offers.
Stock-Based Compensation
We measure and amortize the fair value of stock options and restricted stock units (“RSUs”) as follows:
Stock Options. Our employee stock options consist of service based awards, some of which also have market-based vesting conditions. We measure the value of stock options issued or modified, including unvested options assumed in acquisitions, on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option pricing models, for awards that contain market-based vesting conditions. The Black-Scholes valuation models incorporate various assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on historical volatility of our common stock and other relevant factors. We base our expected term assumptions on our historical experience and on the terms and conditions of the stock awards granted to employees. We amortize the fair value, net of actual forfeitures, over the remaining explicit vesting term in the case of service-based awards and the longer of the derived service period or the explicit service period for awards with market conditions on a straight-line basis. In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount. The majority of our stock options vest over four years.
Restricted Stock Units. RSUs are stock awards that are granted to employees entitling the holder to shares of common stock as the award vests, typically over a three or four-year period. We measure the value of RSUs at fair value based on the number of shares granted and the quoted price of our common stock at the date of grant. We amortize the fair value, net of actual forfeitures, as stock-based compensation expense over the vesting term on a straight-line basis. We record RSUs that may be settled by the holder in cash, rather than shares, as a liability and we remeasure these instruments at fair value at the end of each reporting period. Upon settlement of these awards, our total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on our stock price on the settlement date. Performance-based RSUs vest upon achievement of certain company-based performance conditions and expense is recognized when it is probably the performance condition will be achieved.
Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value.
Earnings Per Share
We compute basic earnings per share by taking net income attributable to Expedia Group, Inc. available to common stockholders divided by the weighted average number of common and Class B common shares outstanding during the period excluding restricted stock and stock held in escrow. Diluted earnings per share include the potential dilution that could occur from stock-based awards and other stock-based commitments using the treasury stock or the as if converted methods, as applicable. For additional information on how we compute earnings per share, see NOTE 13 — Earnings Per Share.
Fair Value Recognition, Measurement and Disclosure
The carrying amounts of cash and cash equivalents and restricted cash and cash equivalents reported on our consolidated balance sheets approximate fair value as we maintain them with various high-quality financial institutions. The accounts receivable are short-term in nature and are generally settled shortly after the sale.
We disclose the fair value of our financial instruments based on the fair value hierarchy using the following three categories:
Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
Certain Risks and Concentrations
Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines and hotels, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services.
Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of cash and cash equivalents and corporate debt securities. We maintain some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash and cash equivalents are primarily composed of time deposits as well as bank (both interest and non-interest bearing) account balances denominated in U.S. dollars, Euros, British pound sterling, Canadian dollar, Australian dollar, Japanese yen and Brazilian real.
Contingent Liabilities
We have a number of regulatory and legal matters outstanding, as discussed further in NOTE 16 — Commitments and Contingencies. Periodically, we review the status of all significant outstanding matters to assess the potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.
Occupancy and Other Taxes
Some states and localities impose taxes (e.g. transient occupancy, accommodation tax, sales tax, and/or business privilege tax) on the use or occupancy of hotel accommodations or other traveler services. Generally, hotels collect taxes based on the room rate paid to the hotel and remit these taxes to the various tax authorities. When a customer books a room through one of our travel services, we collect a tax recovery charge from the customer which we pay to the hotel. We calculate the tax recovery charge by applying the applicable tax rate supplied to us by the hotels to the amount that the hotel has agreed to receive for the rental of the room by the consumer. In all but a limited number of jurisdictions, we do not collect or remit taxes, nor do we pay taxes to the hotel operator on the portion of the customer payment we retain. Some jurisdictions have questioned our practice in this regard. While the applicable tax provisions vary among the jurisdictions, we generally believe that we are not required to collect and remit such taxes. More recently, a limited number of taxing jurisdictions have made similar claims against
HomeAway for tax amounts due on the rental amounts charged by owners of vacation rental properties or for taxes on HomeAway’s services. HomeAway is an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel taxes when determined to be probable and estimable. See NOTE 16 — Commitments and Contingencies for further discussion.
Recently Adopted Accounting Policies
Revenue from Contracts with Customers. As of January 1, 2018, we adopted the Accounting Standards Updates ("ASU") amending revenue recognition guidance using the modified retrospective method for all contracts reflecting the aggregate effect of modifications prior to the date of adoption. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported under the accounting standards in effect for those periods.
The new guidance impacted our loyalty program accounting as we are no longer permitted to use the incremental cost method when recording the financial impact of rewards earned in conjunction with our traveler loyalty programs. Instead, we re-value our liability using a relative fair value approach and now record our loyalty liability as a component of deferred merchant bookings. Additionally, due to the new definition of variable consideration, we are required to estimate and record certain variable payments, primarily volume commissions, earlier than previously recorded. Both modifications resulted in cumulative-effect adjustments to opening retained earnings, with an insignificant change to revenue on a go-forward basis. The new guidance also results in insignificant changes in the timing and classification of certain other revenue streams, including the reclassification of air distribution fees from net revenue to cost of revenue. For a comprehensive discussion of our updated revenue recognition policy, refer to the Significant Accounting Policies-Revenue Recognition disclosure above.
Upon adoption, we recognized a cumulative effect of applying the new revenue guidance as a reduction to the opening balance of retained earnings of $11 million ($8 million net of tax) comprised ofchanges in the accounting for our loyalty program of $49 million ($38 million net of tax) as well as other immaterial adjustments of$2 million ($1 million net of tax), partially offset by the impact of estimating variable consideration of $40 million ($31 million net of tax). The impact of the new guidance to our consolidated financial statements was not meaningful as of December 31, 2018 and for the year ended December 31, 2018.
The cumulative effect of the revenue accounting changes made to our consolidated balance sheet as of January 1, 2018 were as follows: |
| | | | | | | | | | | |
| | Balance at December 31, 2017 | | Adjustments | | Balance at January 1, 2018 |
| | (in millions) |
| Current and long-term assets: | | | | | |
| Accounts receivable, net | $ | 1,866 |
| | $ | (40 | ) | | $ | 1,826 |
|
| Prepaid expenses and other current assets | 269 |
| | (1 | ) | | 268 |
|
| Long-term investments and other assets | 845 |
| | (3 | ) | | 842 |
|
| Current and long-term liabilities: | | | | | |
| Deferred merchant bookings | 3,219 |
| | 619 |
| | 3,838 |
|
| Accrued expenses and other current liabilities | 1,265 |
| | (564 | ) | | 701 |
|
| Deferred income taxes | 329 |
| | (3 | ) | | 326 |
|
| Stockholders' equity: | | | | | |
| Retained earnings | 331 |
| | (8 | ) | | 323 |
|
Recognition and Measurement of Financial Instruments. As of January 1, 2018, we adopted the new guidance related to accounting for equity investments and financial liabilities under the fair value option. The most significant impact to the Company of this new guidance was with respect to the requirement that minority equity investments with readily determinable fair values, such as our investment in Despegar.com, Corp ("Despegar"), must be carried at fair value with changes in fair value recorded through net income. Previously, such investment was designated as available for sale and was recorded at fair value with changes in fair value recorded through other comprehensive income (loss). In addition, we elected to prospectively account for minority investments without readily determinable fair values at cost, with observable price changes reflected
through net income. Upon adoption, we reclassified $7 million related to the unrealized loss, net of tax, of Despegar from accumulated other comprehensive income (loss) (“AOCI”) with a corresponding decrease to retained earnings.
Statement of Cash Flows. As of January 1, 2018, we adopted the new guidance related to the statement of cash flows, which clarified how companies present and classify certain cash receipts and cash payments as well as amended previous guidance to address the classification and presentation of changes in restricted cash in the statement of cash flows. Upon adoption, we retrospectively adjusted the prior periods presented in our consolidated statement of cash flows, which resulted in a slight working capital benefit in prepaid expenses and other assets within operating activities for the years ended December 31, 2017 and 2016.
Intra-entity Transfers of Assets Other Than Inventory. As of January 1, 2018, we adopted the new guidance amending the accounting for income taxes associated with intra-entity transfers of assets other than inventory. This new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs rather than our historical practice to defer and amortize the tax consequences over a specified period of time. As a result of the adoption, we reduced retained earnings by approximately $26 million, reduced long-term investments and other assets by approximately $31 million and increased deferred tax assets by approximately $5 million related to the unrecognized income tax effects of asset transfers that occurred prior to adoption.
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the Financial Accounting Standards Board (“FASB”) issued new guidance that allows an entity to elect to reclassify “stranded” tax effects in AOCI to retained earnings to address concerns related to accounting for certain provisions of the Tax Act enacted in December 2017. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted.
We elected to early adopt the new guidance during the first quarter of 2018, which resulted in the reclassification of the income tax effect of the Tax Act from accumulated OCI to retained earnings in order to reflect the tax effects of items within accumulated OCI at the appropriate tax rate. As a result, we reclassified approximately $10 million as an increase in retained earnings and a reduction to accumulated OCI as of January 1, 2018.
Definition of a Business. As of January 1, 2018, we prospectively adopted the ASU clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Upon adoption, the standard impacts how we assess future acquisitions (or disposals) of assets or businesses. The adoption of this new guidance did not have a material impact on our consolidated financial statements for 2018.
Non-employee Share-Based Payment Arrangements. In June 2018, the FASB issued new guidance related to accounting for share-based payments with non-employees. The updated guidance substantially aligns the accounting requirements of share-based payment awards to non-employees with those of employees. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted.
We elected to early adopt the new guidance in the second quarter of 2018, which requires us to reflect any adjustments as of January 1, 2018, the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the change in the measurement objective and the associated measurement date for all non-employee share-based payment awards to the grant-date fair value. Prior to adoption, non-employee awards were measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever could be more reliably measured. Additionally, the measurement date was previously determined by the earlier of the date at which either (1) a commitment for performance by the non-employee to earn the equity instruments was reached or (2) the non-employee’s performance was complete. Typically, the measurement date was delayed until performance was complete, which led to the non-employee awards being remeasured or “marked to market” each reporting period until they were vested. The adoption of this new guidance did not have a material impact on our consolidated financial statements for 2018 and resulted in no changes to previously reported first quarter of 2018 results.
Recent Accounting Policies Not Yet Adopted
Leases. In February 2016, the FASB issued new guidance related to accounting and reporting guidelines for leasing arrangements. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. We will adopt this guidance on January 1, 2019 and will elect certain available practical expedients under the transition guidance, including the transition package expedients but excluding the hindsight practical expedient. Additionally, we have elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Based on our
lease portfolio as of December 31, 2018, upon adoption we anticipate recording on our consolidated balance sheet right-of-use assets of approximately $570 million (representing right-of use asset of approximately $620 million net of approximately $50 million of existing lease incentives and deferred rent) as well as operating lease liabilities of approximately $620 million with no material impact to our consolidated statements of operations or cash flows. Additionally, we will remove the assets and liabilities previously recorded pursuant to build-to-suit lease guidance resulting in an expected increase to retained earnings of less than $10 million.
Hedge Accounting. In August 2017, the FASB amended the existing accounting guidance for hedge accounting. The amendments require expanded hedge accounting for both non-financial and financial risk components and refine the measurement of hedge results to better reflect an entity's hedging strategies. The new guidance also amends the presentation and disclosure requirements on a prospective basis as well as changes how entities assess hedge effectiveness. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. The new guidance must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements.
Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Cloud Computing Arrangements. In August 2018, the FASB issued new guidance on the accounting for implementation costs incurred for a cloud computing arrangement that is a service contract. The update conforms the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting guidance that provides for capitalization of costs incurred to develop or obtain internal-use-software. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.
Fair Value Measurements. In August 2018, the FASB issued new guidance related to the disclosure requirements on fair value measurements, which removes, modifies or adds certain disclosures. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements disclosures.
NOTE 3 — Acquisitions and Other Investments
2018 Acquisition and Other Investment Activity
During 2018, we completed two business combinations. The following summarizes the preliminary aggregate purchase price allocation for these acquisitions, in millions: |
| | | |
| Goodwill | $ | 31 |
|
Intangibles with definite lives (1) | 24 |
|
| Deferred tax liabilities, net | (1 | ) |
Total (2) | $ | 54 |
|
| |
(1) | Acquired intangible assets with definite lives have a weighted average useful life of 2.9 years. |
| |
(2) | Includes cash acquired of $1 million. |
The goodwill recorded for the business combinations is not expected to be deductible for tax purposes. The purchase price allocations were based on preliminary valuations of the assets acquired and liabilities assumed and are subject to revision. The results of operations were immaterial from the transaction close dates through December 31, 2018. Pro forma results have not been presented as such pro forma financial information would not be materially different from historical results.
Other Investments. In December 2018, we made an additional investment of $70 million in Traveloka Holding Limited ("Traveloka"), a Southeast Asian online travel company, for which we made an initial investment during 2017. The initial investment in July 2017 of $350 million expanded our partnership to include deeper cooperation on hotel supply between our two companies. The majority of our investments are accounted for as a minority equity investment and included within long-term investment and other assets on the consolidated balance sheets with a small portion of the initial investment allocated to intangible assets.
2017 Acquisition Activity
During 2017, we completed several business combinations, one of which we made an initial investment in during 2015. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions: |
| | | |
| Goodwill | $ | 124 |
|
Intangibles with definite lives (1) | 76 |
|
Net assets and non-controlling interests acquired (2) | 15 |
|
| Deferred tax liabilities | (21 | ) |
Total (3) | $ | 194 |
|
| |
(1) | Acquired intangible assets with definite lives have a weighted average useful life of 3.8 years. |
| |
(2) | Includes cash and restricted cash acquired of $6 million. |
| |
(3) | The total purchase price includes noncash consideration of $10 million related to the removal of a minority investment upon our acquisition of a controlling interest as well as $8 million related to replacement stock awards attributable to pre-acquisition service, with the remainder paid in cash during the period. |
The redeemable non-controlling interest in one of our acquisitions is redeemable at an amount other than fair value requiring that each period we adjust the non-controlling interest to redemption value through earnings. In addition, another of our acquisitions made during the period includes redeemable non-controlling interests, which are redeemable at fair value requiring that each period we adjust the changes in the fair value of the non-controlling interest through retained earnings (or additional paid-in capital if there is no retained earnings). Fair value determinations are based on various valuation techniques, including market comparables and discounted cash flow projections.
Of the goodwill recorded for the business combinations, $12 million is expected to be deductible for tax purposes with the remainder not expected to be deductible. The results of operations were immaterial from the transaction close dates through December 31, 2017. Pro forma results have not been presented as such pro forma financial information would not be materially different from historical results.
2016 Acquisition and Other Investment Activity
We had nominal acquisition activity during the year ended December 31, 2016.
NOTE 4 — Fair Value Measurements
Financial assets measured at fair value on a recurring basis as of December 31, 2018 are classified using the fair value hierarchy in the table below:
|
| | | | | | | | | | | |
| | Total | | Level 1 | | Level 2 |
| | (In millions) |
| Assets | | | | | |
| Cash equivalents: | | | | | |
| Money market funds | $ | 35 |
| | $ | 35 |
| | $ | — |
|
| Time deposits | 624 |
| | — |
| | 624 |
|
| Derivatives: | | | | | |
| Foreign currency forward contracts | 22 |
| | — |
| | 22 |
|
| Investments: | | | | | |
| Time deposits | 28 |
| | — |
| | 28 |
|
| Marketable equity securities | 119 |
| | 119 |
| | — |
|
| Total assets | $ | 828 |
| | $ | 154 |
| | $ | 674 |
|
Financial assets measured at fair value on a recurring basis as of December 31, 2017 are classified using the fair value hierarchy in the table below:
|
| | | | | | | | | | | |
| | Total | | Level 1 | | Level 2 |
| | (In millions) |
| Assets | | | | | |
| Cash equivalents: | | | | | |
| Money market funds | $ | 16 |
| | $ | 16 |
| | $ | — |
|
| Time deposits | 552 |
| | — |
| | 552 |
|
| Derivatives: | | | | | |
| Foreign currency forward contracts | 6 |
| | — |
| | 6 |
|
| Investments: | | | | | |
| Time deposits | 469 |
| | — |
| | 469 |
|
| Marketable equity securities | 264 |
| | 264 |
| | — |
|
| Total assets | $ | 1,307 |
| | $ | 280 |
| | $ | 1,027 |
|
We classify our cash equivalents and investments within Level 1 and Level 2 as we value our cash equivalents and investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Valuation of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, a Level 2 input.
As of December 31, 2018 and 2017, our cash and cash equivalents consisted primarily of prime institutional money market funds with maturities of three months or less, time deposits as well as bank account balances.
We also hold time deposit investments with financial institutions. Time deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments.
Our marketable equity securities consist of our investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets. During the year ended December 31, 2018, we recognized a loss of approximately $145 million within other, net in our consolidated statements of operations related to the fair value changes of this equity investment. As of December 31, 2017, prior to our adoption of the new guidance for recognition and measurement of financial instruments, the cost basis was $273 million and related gross unrealized loss was $9 million.
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. As of December 31, 2018, we were party to outstanding forward contracts hedging our liability exposures with a total net notional value of $2.8 billion. As of December 31, 2018 and 2017, we had a net forward assets of $22 million and $6 million, which were recorded in prepaid expenses and other current assets. We recorded $47 million, $17 million and $(66) million in net gains (losses) from foreign currency forward contracts in 2018, 2017 and 2016.
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 only when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. As of January 1, 2018, we measure our minority equity 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 2018, we recognized goodwill impairment charges of $86 million related to our Core OTA segment, of which $61 million was recorded during the second quarter of 2018 and $25 million was recorded during the fourth quarter of 2018 as a result of our annual evaluation of impairment of goodwill and intangible assets on October 1, 2018. These impairment charges resulted from sustained under-performance and a less optimistic outlook related to one of our reporting units during the second quarter of 2018 and further deterioration of performance in the fourth quarter of 2018. As a result the under-performance early in the year, we concluded that sufficient indicators existed to require us to perform an interim quantitative assessment of goodwill for that reporting unit as of June 30, 2018 in which we compared the fair value of the reporting unit to its carrying value. The fair value estimates for both the interim and annual impairment tests 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 a recent and continued weakening of operating results 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 excess of the reporting unit's carrying value over our estimate of the fair value was recorded as the goodwill impairment charge in the respective periods. As of December 31, 2018, the applicable reporting unit had no remaining goodwill.
Intangible Assets. During 2018, we recognized an intangible impairment charge of $42 million in conjunction with the annual impairment testing of goodwill and intangible assets on October 1, 2018. The impairment charge was related to an indefinite-lived trade name within our Core OTA segment and resulted from changes in estimated future revenues of the related brand. The asset, classified as Level 3 measurement, was written down to $27 million based on valuation using the relief-from-royalty method, which includes unobservable inputs, including royalty rates and projected revenues. In conjunction with the impairment, we reclassified the remainder to a definite-lived asset to be amortized over eight years.
During 2016, we recognized intangible impairment charges of $35 million, of which $2 million was recorded during the third quarter of 2016 and $33 million was recorded in conjunction with the annual impairment testing of goodwill and intangible assets on October 1, 2016. These impairment charges were related to indefinite-lived trade names within our Core OTA segment and resulted from changes in estimated future revenues of the related brands. The assets, classified as Level 3 measurements, were written down to $76 million based on a valuation using the relief-from-royalty method, which includes unobservable inputs, including royalty rates and projected revenues.
Minority Investments without Readily Determinable Fair Values. As of December 31, 2018 and 2017, the carrying values of our minority investments without readily determinable fair values totaled $476 million and $371 million. During 2018, we recorded $33 million of gains related to these minority investments, 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. During 2017, we recorded $14 million in net losses related to certain minority equity investments, which included $6 million in other-than-temporary impairments as well as a loss recognized on the liquidation of an investment of $9 million. As a result of these 2017 impairments and subsequent liquidation, we have no remaining fair value related to these minority equity investments. In addition, during 2016, we recognized other-than-temporary investment impairments of $12 million related to minority equity investments, the remaining fair value of which was less than $1 million as of December 31, 2016.
NOTE 5 — Property and Equipment, Net
Our property and equipment consists of the following:
|
| | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
| | (In millions) |
| Capitalized software development | $ | 2,643 |
| | $ | 2,111 |
|
| Computer equipment | 597 |
| | 658 |
|
| Furniture and other equipment | 94 |
| | 85 |
|
| Buildings and leasehold improvements | 435 |
| | 283 |
|
| Land | 129 |
| | 129 |
|
| | 3,898 |
| | 3,266 |
|
| Less: accumulated depreciation | (2,552 | ) | | (2,056 | ) |
| Projects in progress | 531 |
| | 365 |
|
| Property and equipment, net | $ | 1,877 |
| | $ | 1,575 |
|
As of December 31, 2018 and 2017, our recorded capitalized software development costs, net of accumulated amortization, which have been placed in service were $829 million and $735 million. For the years ended December 31, 2018, 2017 and 2016, we recorded amortization of capitalized software development costs of $479 million, $398 million and $300 million, most of which is included in technology and content expenses.
As of December 31, 2018, property and equipment, net included build-to-suit assets of $152 million primarily within buildings and leasehold improvements and $111 million as of December 31, 2017 within projects in progress. During the years ended December 31, 2018, 2017 and 2016, we capitalized $44 million, $66 million and $38 million of non-cash construction costs incurred by the landlord related to build-to-suit assets, with a corresponding liability recorded in other long-term liabilities, with the current portion recorded in accrued expenses and other current liabilities.
During 2015, we acquired our future corporate headquarters for $229 million, consisting of multiple office and lab buildings located in Seattle, Washington. We have subsequently spent approximately $30 million in 2016, approximately $70 million in 2017 and approximately $190 million in 2018 relating to the build out of our headquarters. The acquired building assets and related expenditures are included in projects in process and will begin depreciating when the costs incurred related to the build out of the headquarters are complete and the building assets are ready for their intended use, which we estimate to start at the end of 2019.
As of December 31, 2018, 2017 and 2016, we had $55 million, $22 million and $30 million, respectively, included in accounts payable for the acquisition of property and equipment, which is considered a non-cash investing activity in the consolidated statements of cash flows.
NOTE 6 — Goodwill and Intangible Assets, Net
The following table presents our goodwill and intangible assets as of December 31, 2018 and 2017:
|
| | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
| | (In millions) |
| Goodwill | $ | 8,120 |
| | $ | 8,229 |
|
| Intangible assets with indefinite lives | 1,400 |
| | 1,479 |
|
| Intangible assets with definite lives, net | 592 |
| | 830 |
|
| | $ | 10,112 |
| | $ | 10,538 |
|
Impairment Assessments. We perform our annual assessment of possible impairment of goodwill and indefinite-lived intangible assets as of October 1, or more frequently if events and circumstances indicate that impairment may have occurred. As of October 1, 2018, we incurred impairment charges related to intangible assets with indefinite-lives of $42 million and goodwill of $25 million both within our Core OTA segment. In addition, during the second quarter of 2018, we incurred goodwill impairment charge of $61 million within our Core OTA segment. In 2017, we had no impairments of goodwill or intangible assets with indefinite-lives.
Goodwill. The following table presents the changes in goodwill by reportable segment:
|
| | | | | | | | | | | | | | | | | | | |
| | Core OTA | | trivago | | HomeAway | | Egencia | | Total |
| | (In millions) |
| Balance as of January 1, 2017 | $ | 4,703 |
| | $ | 516 |
| | $ | 2,591 |
| | $ | 132 |
| | $ | 7,942 |
|
| Additions | 124 |
| | — |
| | — |
| | — |
| | 124 |
|
| Foreign exchange translation and other | 13 |
| | 72 |
| | 65 |
| | 13 |
| | 163 |
|
| Balance as of December 31, 2017 | 4,840 |
| | 588 |
| | 2,656 |
| | 145 |
| | 8,229 |
|
| Additions | — |
| | — |
| | 31 |
| | — |
| | 31 |
|
| Impairment charge | (86 | ) | | — |
| | — |
| | — |
| | (86 | ) |
| Foreign exchange translation and other | (13 | ) | | (27 | ) | | (5 | ) | | (9 | ) | | (54 | ) |
| Balance as of December 31, 2018 | $ | 4,741 |
| | $ | 561 |
| | $ | 2,682 |
| | $ | 136 |
| | $ | 8,120 |
|
Any immaterial change in goodwill amounts resulting from purchase accounting adjustments are presented as "Foreign exchange translation and other" in the above table. In 2018 and 2017, the additions to goodwill relate to our acquisitions as described in NOTE 3 — Acquisitions and Other Investments.
As of December 31, 2018 and 2017, accumulated goodwill impairment losses in total were $2.6 billion and $2.5 billion, which was associated with our Core OTA segment.
Indefinite-lived Intangible Assets. Our indefinite-lived intangible assets relate principally to trade names and trademarks acquired in various acquisitions.
Intangible Assets with Definite Lives. The following table presents the components of our intangible assets with definite lives as of December 31, 2018 and 2017:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2018 | | December 31, 2017 |
| | Cost | | Accumulated Amortization | | Net | | Cost | | Accumulated Amortization | | Net |
| | (In millions) |
| Customer relationships | $ | 659 |
| | $ | (419 | ) | | $ | 240 |
| | $ | 665 |
| | $ | (304 | ) | | $ | 361 |
|
| Supplier relationships | 650 |
| | (426 | ) | | 224 |
| | 655 |
| | (368 | ) | | 287 |
|
| Technology | 544 |
| | (510 | ) | | 34 |
| | 532 |
| | (441 | ) | | 91 |
|
| Domain names | 159 |
| | (83 | ) | | 76 |
| | 132 |
| | (70 | ) | | 62 |
|
| Other | 450 |
| | (432 | ) | | 18 |
| | 452 |
| | (423 | ) | | 29 |
|
| Total | $ | 2,462 |
| | $ | (1,870 | ) | | $ | 592 |
| | $ | 2,436 |
| | $ | (1,606 | ) | | $ | 830 |
|
Amortization expense was $283 million, $275 million and $317 million for the years ended December 31, 2018, 2017 and 2016. The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2018, assuming no subsequent impairment of the underlying assets, is as follows, in millions:
|
| | | |
| 2019 | $ | 185 |
|
| 2020 | 143 |
|
| 2021 | 97 |
|
| 2022 | 73 |
|
| 2023 | 39 |
|
| 2024 and thereafter | 55 |
|
| Total | $ | 592 |
|
NOTE 7 — Debt
The following table sets forth our outstanding debt:
|
| | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
| | (In millions) |
| 7.456% senior notes due 2018 | $ | — |
| | $ | 500 |
|
| 5.95% senior notes due 2020 | 748 |
| | 748 |
|
| 2.5% (€650 million) senior notes due 2022 | 740 |
| | 775 |
|
| 4.5% senior notes due 2024 | 496 |
| | 495 |
|
| 5.0% senior notes due 2026 | 742 |
| | 741 |
|
| 3.8% senior notes due 2028 | 991 |
| | 990 |
|
Total debt(1) | 3,717 |
| | 4,249 |
|
| Current maturities of long-term debt | — |
| | (500 | ) |
Long-term debt, excluding current maturities | $ | 3,717 |
| | $ | 3,749 |
|
| |
(1) | Net of discounts and debt issuance costs. |
Current Maturities of Long-term Debt
In August 2018, our $500 million in registered senior unsecured notes that bore interest at 7.456% (the “7.456% Notes”) matured and the balance was repaid.
Long-term Debt
Our $750 million in registered senior unsecured notes outstanding at December 31, 2018 are due in August 2020 and bear interest at 5.95% (the “5.95% Notes”). The 5.95% Notes were issued at 99.893% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 5.95% Notes at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium, in whole or in part.
Our Euro 650 million of registered senior unsecured notes outstanding at December 31, 2018 are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The 2.5% Notes were issued at 99.525% of par resulting in a discount, which is being amortized over their life. Interest is payable annually in arrears in June of each year. We may redeem the 2.5% Notes at our option, at whole or in part, at any time or from time to time. If we elect to redeem the 2.5% Notes prior to March 3, 2022, we may redeem them at a specified “make-whole” premium. If we elect to redeem the 2.5% Notes on or after March 3, 2022, we may redeem them at a redemption price of 100% of the principal plus accrued and unpaid interest. Subject to certain limited exceptions, all payments of interest and principal for the 2.5% Notes will be made in Euros.
Our $500 million in registered senior unsecured notes outstanding at December 31, 2018 are due in August 2024 and bear interest at 4.5% (the “4.5% Notes”). The 4.5% Notes were issued at 99.444% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 4.5% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 4.5% Notes prior to May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 4.5% Notes on or after May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest.
Our $750 million in registered senior unsecured notes outstanding at December 31, 2018 are due in February 2026 and bear interest at 5.0% (the “5.0% Notes”). The 5.0% Notes were issued at 99.535% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year. We may redeem the 5.0% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 5.0% Notes prior to November 12, 2025, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 5.0% Notes on or after November 12, 2025, we may redeem them at a redemption price of 100% of the principal plus accrued interest.
Our $1 billion in registered senior unsecured notes outstanding at December 31, 2018 are due in February 2028 and bear interest at 3.8% (the "3.8% Notes"). The 3.8% Notes were issued at 99.747% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year. We may redeem the 3.8% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 3.8% Notes prior to November 15, 2027, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 3.8% Notes on or after November 15, 2027, we may redeem them at a redemption price of 100% of the principal plus accrued interest.
The 5.95%, 2.5% 4.5%, 5.0% and 3.8% Notes (collectively the “Notes”) are senior unsecured obligations issued by Expedia Group and guaranteed by certain domestic Expedia Group subsidiaries. The Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia Group and the guarantor subsidiaries. For further information, see NOTE 21 — Guarantor and Non-Guarantor Supplemental Financial Information. In addition, the Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. Accrued interest related to the Notes was $65 million and $75 million as of December 31, 2018 and 2017. The Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest.
The following table sets forth the approximate fair value of our outstanding debt, which is based on quoted market prices in less active markets (Level 2 inputs): |
| | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
| | (In millions) |
| 7.456% senior notes due 2018 | $ | — |
| | $ | 516 |
|
| 5.95% senior notes due 2020 | 778 |
| | 810 |
|
2.5% (€650 million) senior notes due 2022(1) | 771 |
| | 828 |
|
| 4.5% senior notes due 2024 | 504 |
| | 528 |
|
| 5.0% senior notes due 2026 | 760 |
| | 807 |
|
| 3.8% senior notes due 2028 | 915 |
| | 969 |
|
| |
(1) | Approximately 674 million Euro as of December 31, 2018 and 690 million Euro as of December 31, 2017. |
Credit Facility
As of December 31, 2018, Expedia Group, Inc. maintained a $2 billion unsecured revolving credit facility with a group of lenders, which is unconditionally guaranteed by certain domestic Expedia Group subsidiaries that are the same as under the Notes and expires in May 2023. As of December 31, 2018, we had no revolving credit facility borrowings outstanding. The facility bears interest based on the Company’s credit ratings, with drawn amounts bearing interest at LIBOR plus 125 basis points and the commitment fee on undrawn amounts at 17.5 basis points as of December 31, 2018. The facility contains covenants including maximum leverage and minimum interest coverage ratios.
The amount of stand-by letters of credit (“LOCs”) issued under the facility reduces the credit amount available. As of December 31, 2018, there was $15 million of outstanding stand-by LOCs issued under the facility.
The current facility was entered into in May 2018 and replaced our $1.5 billion unsecured revolving credit facility that was due to expire in February 2021. As of December 31, 2017, we had no revolving credit facility borrowings outstanding under the prior facility and $14 million of outstanding stand-by LOC's issued under that facility.
In addition, one of our international subsidiaries maintains a Euro 50 million uncommitted credit facility, which is guaranteed by Expedia Group, and may be terminated at any time by the lender. As of December 31, 2018 and 2017, we had no borrowings outstanding under this facility.
NOTE 8 — Employee Benefit Plans
Our U.S. employees are generally eligible to participate in a retirement and savings plan that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their pretax salary, but not more than statutory limits. We contribute fifty cents for each dollar a participant contributes in this plan, with a maximum contribution of 3% of a participant’s earnings. Our contribution vests with the employee after the employee completes two years of service. Participating employees have the option to invest in our common stock, but there is no requirement for participating employees to invest their contribution or our matching contribution in our common stock. We also have various defined contribution plans for our international employees. Our contributions to these benefit plans were $70 million, $60 million and $53 million for the years ended December 31, 2018, 2017 and 2016.
NOTE 9 — Stock-Based Awards and Other Equity Instruments
Pursuant to the Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, we may grant restricted stock, restricted stock awards, RSUs, stock options and other stock-based awards to directors, officers, employees and consultants. As of December 31, 2018, we had approximately 8 million shares of common stock reserved for new stock-based awards under the 2005 Stock and Annual Incentive Plan. We issue new shares to satisfy the exercise or release of stock-based awards. During 2018 and 2017, an equity choice program existed for annual awards that allows for the choice of stock options or RSUs with certain limitations. During 2016, we awarded stock options as our primary form of stock-based compensation.
The following table presents a summary of our stock option activity:
|
| | | | | | | | | | | | |
| | Options | | Weighted Average Exercise Price | | Remaining Contractual Life | | Aggregate Intrinsic Value |
| | (In thousands) | | | | (In years) | | (In millions) |
| Balance as of January 1, 2016 | 17,055 |
| | $ | 71.77 |
| | | | |
| Granted | 5,670 |
| | 105.37 |
| | | | |
| Exercised | (2,686 | ) | | 47.57 |
| | | | |
| Cancelled | (1,198 | ) | | 91.62 |
| | | | |
| Balance as of December 31, 2016 | 18,841 |
| | 84.07 |
| | | | |
| Granted | 3,618 |
| | 124.08 |
| | | | |
| Exercised | (3,422 | ) | | 62.67 |
| | | | |
| Cancelled | (3,384 | ) | | 96.86 |
| | | | |
| Balance as of December 31, 2017 | 15,653 |
| | 95.23 |
| | | | |
| Granted | 5,342 |
| | 104.72 |
| | | | |
| Exercised | (2,098 | ) | | 71.36 |
| | | | |
| Cancelled | (1,197 | ) | | 107.26 |
| | | | |
| Balance as of December 31, 2018 | 17,700 |
| | 100.11 |
| | 4.3 | | $ | 261 |
|
| Exercisable as of December 31, 2018 | 7,192 |
| | 88.02 |
| | 2.9 | | 185 |
|
| Vested and expected to vest after December 31, 2018 | 17,700 |
| | 100.11 |
| | 4.3 | | 261 |
|
The aggregate intrinsic value of outstanding options shown in the stock option activity table above represents the total pretax intrinsic value at December 31, 2018, based on our closing stock price of $112.65 as of the last trading date in 2018. The total intrinsic value of stock options exercised was $107 million, $249 million and $181 million for the years ended December 31, 2018, 2017 and 2016.
The fair value of stock options granted during the years ended December 31, 2018, 2017 and 2016 were estimated at the date of grant using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option-pricing models, assuming the following weighted average assumptions:
|
| | | | | | | | | | | |
| | 2018 | | 2017 | | 2016 |
| Risk-free interest rate | 2.47 | % | | 1.58 | % | | 0.97 | % |
| Expected volatility | 32.81 | % | | 32.47 | % | | 39.06 | % |
| Expected life (in years) | 3.8 |
| | 3.65 |
| | 3.59 |
|
| Dividend yield | 1.11 | % | | 0.92 | % | | 0.91 | % |
| Weighted-average estimated fair value of options granted during the year | $ | 24.97 |
| | $ | 30.17 |
| | $ | 29.48 |
|
In addition to the Expedia Group, Inc. stock plan, there were certain shares held by trivago employees, which were originally awarded in the form of stock options pursuant to the trivago employee stock option plan and subsequently exercised by such employees. During 2016, we exercised our call right on these shares and elected to do so at a premium to fair value, which resulted in an incremental stock-based compensation charge of approximately $49 million pursuant to liability award treatment.
The following table presents a summary of RSU activity:
|
| | | | | | |
| | RSUs | | Weighted Average Grant-Date Fair Value |
| | (In thousands) | | |
| Balance as of January 1, 2016 | 1,396 |
| | $ | 119.20 |
|
| Granted | 691 |
| | 109.38 |
|
| Vested | (516 | ) | | 118.71 |
|
| Cancelled | (222 | ) | | 117.84 |
|
| Balance as of December 31, 2016 | 1,349 |
| | 114.58 |
|
| Granted | 1,350 |
| | 123.24 |
|
| Vested | (492 | ) | | 115.29 |
|
| Cancelled | (266 | ) | | 116.26 |
|
| Balance as of December 31, 2017 | 1,941 |
| | 120.19 |
|
| Granted | 1,821 |
| | 107.37 |
|
| Vested | (615 | ) | | 118.41 |
|
| Cancelled | (386 | ) | | 113.55 |
|
| Balance as of December 31, 2018 | 2,761 |
| | 113.12 |
|
RSUs, which are stock awards that are granted to employees entitling the holder to shares of our common stock as the award vests, were our primary form of stock-based award prior to 2009. Our RSUs generally vest over three or four-years, but may accelerate in certain circumstances, including certain changes in control.
The total market value of shares vested during the years ended December 31, 2018, 2017 and 2016 was $68 million, $65 million and $57 million.
In 2018, we recognized total stock-based compensation expense of $203 million. In 2017, we recognized total stock-based compensation expense of $149 million, which included the reversal of $41 million of previously recognized stock-based compensation as a result of the departure of our former CEO and the related forfeiture of certain of his stock-based awards within general and administrative expense. In 2016, we recognized total stock-based compensation expense of $242 million, including amounts related to trivago discussed above. The total income tax benefit related to stock-based compensation expense was $39 million, $38 million and $56 million for 2018, 2017 and 2016.
Cash received from stock-based award exercises for the years ended December 31, 2018 and 2017 was $149 million and $213 million. Total current income tax benefits during the years ended December 31, 2018 and 2017 associated with the exercise of stock-based awards held by our employees were $34 million and $100 million.
As of December 31, 2018, there was approximately $450 million of unrecognized stock-based compensation expense related to unvested stock-based awards, which is expected to be recognized in expense over a weighted-average period of 2.47 years.
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan (“ESPP”), which allows shares of our common stock to be purchased by eligible employees at three-month intervals at 85% of the fair market value of the stock on the last day of each three-month period. Eligible employees are allowed to contribute up to 10% of their base compensation. During 2018, 2017 and 2016, approximately 170,000, 141,000, and 139,000 shares were purchased under this plan for an average price of $101.26, $112.31 and $95.63 per share. As of December 31, 2018, we have reserved approximately 1 million shares of our common stock for issuance under the ESPP.
NOTE 10 — Income Taxes
The Tax Act was enacted in December 2017. The Tax Act significantly changed U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a territorial tax system and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018.
The SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations)
in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. We applied the guidance in SAB 118 when accounting for the enactment date effects of the Tax Act in 2017 and throughout 2018. At December 31, 2017, we had not completed our accounting for all of the enactment date income tax effects of the Tax Act under Accounting Standards Codification 740, Income Taxes, for the following aspects: remeasurement of deferred tax assets and liabilities, one-time transition tax, and tax on GILTI. At December 31, 2018, we have completed our accounting for all of the enactment date income tax effects of the Tax Act. During 2018, we recognized immaterial adjustments to the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income tax expense from continuing operations.
While the Tax Act provides for a modified territorial tax system, beginning in 2018, GILTI provisions will be applied providing an incremental tax on low taxed foreign income. The GILTI provisions require us to include in our U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. During 2018, we made an accounting policy election to treat taxes related to GILTI as a current period expense when incurred.
Effective for tax years beginning after December 31, 2017, the Tax Act provides a foreign-derived intangible income (“FDII”) deduction, which is derived from the taxpayer’s Foreign Derived Deduction Eligible Income ("FDDEI") among other factors. For tax years 2018 to 2025, the allowable deduction is 37.5% of the gross FDII after the taxable income limitation, and 21.875% thereafter. For tax years 2018 to 2025, this equates to a 13.125% effective tax rate on excess returns earned directly by a U.S. corporation from foreign derived sales (including licenses and leases) or services, and 16.406% thereafter. The preferential rate is reflected on the U.S. tax return as a deduction for FDII.
The following table summarizes our U.S. and foreign income (loss) before income taxes:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions) |
| U.S. | $ | 32 |
| | $ | (45 | ) | | $ | (47 | ) |
| Foreign | 453 |
| | 462 |
| | 324 |
|
| Total | $ | 485 |
| | $ | 417 |
| | $ | 277 |
|
Provision for Income Taxes
The following table summarizes our provision for income taxes:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | | | (In millions) | | |
| Current income tax expense: | | | | | |
| Federal | $ | 186 |
| | $ | 12 |
| | $ | (41 | ) |
| State | 42 |
| | 6 |
| | 6 |
|
| Foreign | 167 |
| | 130 |
| | 65 |
|
| Current income tax expense | 395 |
| | 148 |
| | 30 |
|
| Deferred income tax (benefit) expense: | | | | | |
| Federal | (273 | ) | | (94 | ) | | (5 | ) |
| State | (25 | ) | | (1 | ) | | (3 | ) |
| Foreign | (10 | ) | | (8 | ) | | (6 | ) |
| Deferred income tax (benefit) expense: | (308 | ) | | (103 | ) | | (14 | ) |
| Income tax expense | $ | 87 |
| | $ | 45 |
| | $ | 16 |
|
We reduced our current income tax payable by $34 million, $100 million and $76 million for the years ended December 31, 2018, 2017 and 2016 for tax deductions attributable to stock-based compensation.
Deferred Income Taxes
As of December 31, 2018 and 2017, the significant components of our deferred tax assets and deferred tax liabilities were as follows:
|
| | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
| | (In millions) |
| Deferred tax assets: | | | |
| Provision for accrued expenses | $ | 87 |
| | $ | 44 |
|
| Deferred loyalty rewards | 166 |
| | 131 |
|
| Net operating loss and tax credit carryforwards | 123 |
| | 122 |
|
| Stock-based compensation | 67 |
| | 52 |
|
| Property and equipment | 55 |
| | — |
|
| Other | 68 |
| | 52 |
|
| Total deferred tax assets | 566 |
| | 401 |
|
| Less valuation allowance | (80 | ) | | (76 | ) |
| Net deferred tax assets | $ | 486 |
| | $ | 325 |
|
| Deferred tax liabilities: | | | |
| Goodwill and intangible assets | (486 | ) | | (499 | ) |
| Property and equipment | — |
| | (131 | ) |
| Other | — |
| | (6 | ) |
| Total deferred tax liabilities | $ | (486 | ) | | $ | (636 | ) |
| Net deferred tax liability | $ | — |
| | $ | (311 | ) |
As of December 31, 2018, we had federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $84 million, $91 million and $404 million. If not utilized, the federal and state NOLs will expire at various times between 2019 and 2038. Foreign NOLs of $250 million may be carried forward indefinitely, and foreign NOLs of $154 million expire at various times starting from 2019.
As of December 31, 2018, we had a valuation allowance of approximately $80 million related to certain NOL carryforwards for which it is more likely than not the tax benefits will not be realized. The valuation allowance increased by $4 million from the amount recorded as of December 31, 2017 primarily due to the historic NOL carryforwards of acquired entities as well as foreign NOLs for which realization is not certain. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period change, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.
Due to the one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits, the majority of previously unremitted earnings have now been subjected to U.S. federal income tax. To the extent that this repatriation resulted in differences between the book and tax carrying values of Expedia Group’s investment in foreign subsidiaries whose offshore earnings are not indefinitely reinvested, or to the extent that future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued. The amount of undistributed earnings in foreign subsidiaries where the foreign subsidiary has or will invest undistributed earnings indefinitely outside of the United States, and for which future distributions could be taxable, was $104 million as of December 31, 2018. The unrecognized deferred tax liability related to the U.S. federal income tax consequences of these earnings was $22 million as of December 31, 2018.
Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate
A reconciliation of amounts computed by applying the federal statutory income tax rate to income before income taxes to total income tax expense is as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | | | (In millions) | | |
| Income tax expense at the federal statutory rate of 21% for 2018 and 35% for 2017 and 2016 | $ | 102 |
| | $ | 146 |
| | $ | 97 |
|
| Foreign tax rate differential | (42 | ) | | (82 | ) | | (67 | ) |
| Federal research and development credit | (23 | ) | | (16 | ) | | (15 | ) |
| Excess tax benefits related to stock-based compensation | (10 | ) | | (60 | ) | | (40 | ) |
| Unrecognized tax benefits and related interest | 23 |
| | 27 |
| | 33 |
|
| Change in valuation allowance | 8 |
| | 4 |
| | (14 | ) |
| Return to provision true-ups | (7 | ) | | 1 |
| | (14 | ) |
| trivago stock-based compensation | 7 |
| | 5 |
| | 17 |
|
| State taxes | 11 |
| | 3 |
| | — |
|
| Non-deductible goodwill impairment | 16 |
| | — |
| | — |
|
| Tax Act transition tax | — |
| | 144 |
| | — |
|
| U.S. statutory tax rate change | — |
| | (158 | ) | | — |
|
| Global intangible low-taxed income | 13 |
| | — |
| | — |
|
| Foreign-derived intangible income | (38 | ) | | — |
| | — |
|
| Other, net | 27 |
| | 31 |
| | 19 |
|
| Income tax expense | $ | 87 |
| | $ | 45 |
| | $ | 16 |
|
Our effective tax rate was lower than the 21% federal statutory income tax rate in 2018 and 35% in 2017 and 2016 due to earnings in foreign jurisdictions outside of the United States, primarily Switzerland, where the statutory income tax rate is lower. In addition, excess tax benefits relating to stock-based payments also decrease our effective tax rate in all years.
The increase in our effective tax rate for 2018 compared to 2017 was due to one-time tax benefits in the prior year period and return to provision true-ups, as well as an increase in losses generated in foreign jurisdictions at tax rates below the 21% federal statutory rate.
Unrecognized Tax Benefits and Interest
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows:
|
| | | | | | | | | | | |
| | 2018 | | 2017 | | 2016 |
| | | | (In millions) | | |
| Balance, beginning of year | $ | 261 |
| | $ | 220 |
| | $ | 171 |
|
| Increases to tax positions related to the current year | 24 |
| | 35 |
| | 43 |
|
| Increases to tax positions related to prior years | 2 |
| | 4 |
| | 8 |
|
| Decreases to tax positions related to prior years | — |
| | (1 | ) | | (2 | ) |
| Reductions due to lapsed statute of limitations | (2 | ) | | (3 | ) | | (5 | ) |
| Settlements during current year | — |
| | (1 | ) | | — |
|
| Interest and penalties | 8 |
| | 7 |
| | 5 |
|
| Balance, end of year | $ | 293 |
| | $ | 261 |
| | $ | 220 |
|
As of December 31, 2018, we had $293 million of gross unrecognized tax benefits, $180 million of which, if recognized, would affect the effective tax rate. As of December 31, 2017, we had $261 million of gross unrecognized tax benefits, $155 million of which, if recognized, would affect the effective tax rate. As of December 31, 2016, we had $220 million of gross unrecognized tax benefits, $181 million of which, if recognized, would affect the effective tax rate.
As of December 31, 2018 and 2017, total gross interest and penalties accrued was $30 million and $22 million, respectively. We recognized interest (benefit) expense in 2018, 2017 and 2016 of $8 million, $7 million and $5 million in connection with our unrecognized tax benefits.
The Company is routinely under audit by federal, state, local and foreign income tax authorities. These audits include questioning the timing and the amount of income and deductions, and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service ("IRS") is currently examining Expedia Group’s U.S. consolidated federal income tax returns for the periods ended December 31, 2009 through December 31, 2013. As of December 31, 2018, for the Expedia Group, Inc. & Subsidiaries group, statute of limitations for tax years 2009 through 2017 remain open to examination in the federal jurisdiction and most state jurisdictions. For the HomeAway and Orbitz groups, statutes of limitations for tax years 2001 through 2015 remain open to examination in the federal and most state jurisdictions due to NOL carryforwards.
During 2017, the IRS issued proposed adjustments related to transfer pricing with our foreign subsidiaries for our 2009 to 2010 audit cycle. The proposed adjustments would increase our U.S. taxable income by $105 million, which would result in federal tax expense of approximately $37 million, subject to interest. We do not agree with the position of the IRS and are formally protesting the IRS position.
NOTE 11 — Redeemable Non-controlling Interests
We have non-controlling interests in majority owned entities, which are carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the companies. A reconciliation of redeemable non-controlling interest for the years ended December 31, 2018, 2017 and 2016 is as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions) |
| Balance, beginning of the period | $ | 22 |
| | $ | — |
| | $ | 658 |
|
| Acquisition of redeemable non-controlling interest | — |
| | 20 |
| | — |
|
| Purchase of subsidiary shares at fair value | — |
| | — |
| | (7 | ) |
| Net income (loss) attributable to non-controlling interests | 1 |
| | 3 |
| | (23 | ) |
| Fair value adjustments | 3 |
| | — |
| | 849 |
|
| Currency translation adjustments | (2 | ) | | — |
| | (89 | ) |
| Other | 6 |
| | (1 | ) | | (7 | ) |
| Transfer to non-redeemable non-controlling interest | — |
| | — |
| | (1,381 | ) |
| Balance, end of period | $ | 30 |
| | $ | 22 |
| | $ | — |
|
The fair value of the redeemable non-controlling interest was determined based on a blended analysis of the present value of future discounted cash flows and market value approach (“Level 3” on the fair value hierarchy). Our significant estimates in the discounted cash flow model included our weighted average cost of capital as well as long-term growth and profitability of the business. Our significant estimates in the market value approach included identifying similar companies with comparable business factors and assessing comparable revenue and operating multiples in estimating the fair value of the business.
In connection with the acquisition of our majority ownership interests in trivago in 2013, we entered into a shareholders agreement with trivago’s founders that contains certain put/call rights whereby we could cause the founders to sell to us, and the founders could cause us to acquire from them, up to 50% and 100% of the trivago shares held by them at fair value during two windows. The first window would have closed during the first half of 2016. However, during the second quarter of 2016, we and the founders agreed not to exercise our respective put/call rights during that window and instead to postpone the window while the parties explored the feasibility of an IPO of trivago shares. On December 16, 2016, trivago completed its IPO for proceeds of approximately $210 million after deducting discounts, commissions and offering expenses and became a separately listed company on the NASDAQ. Prior to the initial public offering, we owned 63.5% of trivago. In conjunction with the initial public offering, Expedia and trivago’s founders entered into an Amended and Restated Shareholders’ Agreement under which the original put/call rights were no longer effective and were replaced with a contingent founder held put right whereby Expedia Group would be obligated to buy all, but not less than all, of a founder’s shares in the event a founder is removed from trivago’s management board under certain circumstances which are within the control of Expedia Group. Immediately prior to the offering and the effective date of the newly Amended and Restated Shareholders’ Agreement, we adjusted the fair value of our redeemable non-controlling interest to reflect the estimated fair value immediately prior to the offering. We then subsequently reclassified the redeemable non-controlling interest into non-redeemable non-controlling interest on the consolidated balance sheet as the non-controlling interest was no longer redeemable pursuant to the Amended and Restated Shareholders’ Agreement. Post offering, and as of December 31, 2016, our ownership interest and voting interest was approximately 59.7% and 64.7% of trivago N.V. and its subsidiaries.
NOTE 12 — Stockholders’ Equity
Common Stock and Class B Common Stock
Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.0001 per share, and 400 million shares of Class B common stock with par value of $0.0001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors, and generally vote together on all matters. Common stock is entitled to 1 vote per share and Class B common stock is entitled to 10 votes per share. Holders of common stock, voting as a single, separate class are entitled to elect 25% of the total number of directors. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Expedia Group, Inc., the holders of both classes of common stock have equal rights to receive all the assets of Expedia Group, Inc. after the rights of the holders of the preferred stock, if any, have been satisfied.
Preferred Stock
As of December 31, 2018 and 2017, we have no preferred stock outstanding.
Share Repurchases
During 2012, 2010, and 2006, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock during each of the respective years, during 2015 authorized a repurchase of up to 10 million shares of our common stock, and during 2018 authorized a repurchase of up to 15 million shares of our common stock for a total of 85 million shares. Shares repurchased under the authorized programs were as follows:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| Number of shares repurchased | 7.7 million |
| | 2.3 million |
| | 4.0 million |
|
| Average price per share | $ | 117.02 |
| | $ | 127.04 |
| | $ | 109.64 |
|
Total cost of repurchases (in millions)(1) | $ | 903 |
| | $ | 294 |
| | $ | 436 |
|
| |
(1) | Amount excludes transaction costs. |
As of December 31, 2018, 12.2 million shares remain authorized for repurchase under the 2018 authorization with no fixed termination date for the repurchases.
Dividends on our Common Stock
In 2018, 2017 and 2016, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following dividends:
|
| | | | | | | | | | | | | |
| | Declaration Date | | Dividend Per Share | | Record Date | | Total Amount (in millions) | | Payment Date |
| Year ended December 31, 2018: | | | | | | | | | |
| | February 7, 2018 | | $ | 0.30 |
| | March 8, 2018 | | $ | 46 |
| | March 28, 2018 |
| | April 24, 2018 | | 0.30 |
| | May 24, 2018 | | 45 |
| | June 14, 2018 |
| | July 23, 2018 | | 0.32 |
| | August 23, 2018 | | 47 |
| | September 13, 2018 |
| | October 19, 2018 | | 0.32 |
| | November 15, 2018 | | 48 |
| | December 6, 2018 |
| Year ended December 31, 2017: | | | | | | | | | |
| | February 7, 2017 | | $ | 0.28 |
| | March 9, 2017 | | $ | 42 |
| | March 30, 2017 |
| | April 26, 2017 | | 0.28 |
| | May 25, 2017 | | 43 |
| | June 15, 2017 |
| | July 26, 2017 | | 0.30 |
| | August 24, 2017 | | 45 |
| | September 14, 2017 |
| | October 25, 2017 | | 0.30 |
| | November 16, 2017 | | 46 |
| | December 7, 2017 |
| Year ended December 31, 2016: | | | | | | | | | |
| | February 8, 2016 | | $ | 0.24 |
| | March 10, 2016 | | $ | 36 |
| | March 30, 2016 |
| | April 26, 2016 | | 0.24 |
| | May 26, 2016 | | 36 |
| | June 16, 2016 |
| | July 27, 2016 | | 0.26 |
| | August 25, 2016 | | 39 |
| | September 15, 2016 |
| | October 24, 2016 | | 0.26 |
| | November 17, 2016 | | 39 |
| | December 8, 2016 |
In addition, in February 2019, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.32 per share of outstanding common stock payable on March 27, 2019 to the stockholders of record as of the close of business on March 7, 2019. Future declarations of dividends are subject to final determination by our Board of Directors.
Accumulated Other Comprehensive Income (Loss)
The balance for each class of accumulated other comprehensive loss as of December 31, 2018 and 2017 is as follows:
|
| | | | | | | |
| | December 31, |
| | 2018 | | 2017 |
| | (In millions) |
Foreign currency translation adjustments, net of tax(1) | $ | (220 | ) | | $ | (142 | ) |
Net unrealized loss on available for sale securities, net of tax(2) | — |
| | (7 | ) |
| Accumulated other comprehensive loss | $ | (220 | ) | | $ | (149 | ) |
___________________________________
| |
(1) | Foreign currency translation adjustments, net of tax, includes foreign currency transaction losses at December 31, 2018 of $27 million ($35 million before tax) and foreign currency transaction losses at December 31, 2017 of $45 million ($71 million before tax) associated with our 2.5% Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets. See NOTE 2 — Significant Accounting Policies for more information.
|
| |
(2) | The net unrealized loss on available for sale securities before tax at December 31, 2017 was $9 million, which was reclassified to retained earnings as of January 1, 2018 upon adoption of the relevant new accounting guidance. |
Non-redeemable Non-controlling Interests
In August 2018, we purchased the remaining 25% minority equity interest in AAE Travel Pte. Ltd., the joint venture formed by Air Asia and Expedia Group in March 2011. Prior to this transaction, we held a 75% controlling interest in the joint venture since 2015. The cash consideration was approximately $62 million.
As of December 31, 2018 and 2017, our ownership interest in trivago was approximately 59.5% and 59.6%.
Amounts paid in excess of the respective non-controlling interest were recorded to additional paid-in capital. The following table shows the effects of the changes in non-controlling interest on our equity for the respective periods, in millions:
|
| | | | | | | | | | | |
| | 2018 | | 2017 | | 2016 |
| Net income attributable to Expedia Group, Inc. | $ | 406 |
| | $ | 378 |
| | $ | 282 |
|
| Transfers (to) from the non-controlling interest due to: | | | | | |
| Net decrease in Expedia Group, Inc.’s paid-in capital related to Air Asia | (5 | ) | | — |
| | — |
|
| Net decrease in Expedia Group, Inc.’s paid-in capital related to trivago IPO | — |
| | — |
| | (32 | ) |
| Other | (7 | ) | | 3 |
| | — |
|
| Net transfers from non-controlling interest | (12 | ) | | 3 |
| | (32 | ) |
| Change from net income attributable to Expedia Group, Inc. and transfers from non-controlling interest | $ | 394 |
| | $ | 381 |
| | $ | 250 |
|
NOTE 13 — Earnings Per Share
Basic Earnings Per Share
Basic earnings per share was calculated for the years ended December 31, 2018, 2017 and 2016 using the weighted average number of common and Class B common shares outstanding during the period excluding restricted stock and stock held in escrow.
Diluted Earnings Per Share
For the years ended December 31, 2018, 2017 and 2016, we computed diluted earnings per share using (i) the number of shares of common stock and Class B common stock used in the basic earnings per share calculation as indicated above (ii) if dilutive, the incremental common stock that we would issue upon the assumed exercise of stock options and the vesting of RSUs using the treasury stock method, and (iii) other stock-based commitments.
The following table presents our basic and diluted earnings per share:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions, except share and per share data) |
| Net income attributable to Expedia Group, Inc. | $ | 406 |
| | $ | 378 |
| | $ | 282 |
|
| Earnings per share attributable to Expedia Group, Inc. available to common stockholders: | | | | | |
| Basic | $ | 2.71 |
| | $ | 2.49 |
| | $ | 1.87 |
|
| Diluted | 2.65 |
| | 2.42 |
| | 1.82 |
|
| Weighted average number of shares outstanding (000's): | | | | | |
| Basic | 149,961 |
| | 151,619 |
| | 150,367 |
|
| Dilutive effect of: | | | | | |
| Options to purchase common stock | 2,317 |
| | 4,218 |
| | 3,874 |
|
| Other dilutive securities | 611 |
| | 548 |
| | 276 |
|
| Diluted | 152,889 |
| | 156,385 |
| | 154,517 |
|
Outstanding stock awards that have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive were approximately nine million for the year ended December 31, 2018, four million for 2017, and seven million for 2016.
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.
NOTE 14 — Restructuring and Related Reorganization Charges
In connection with activities to centralize and optimize certain operations as well as migrate technology platforms in the prior years, primarily related to previously disclosed acquisitions, we recognized $17 million and $56 million in restructuring and related reorganization charges during 2017 and 2016. The charges were primarily related to employee severance and benefits, including severance amounts under pre-existing written plans and contracts Orbitz had with its employees and incremental retention compensation for exiting employees as well as stock-compensation charges for acceleration of replacement awards pursuant to certain employment agreements. We had no restructuring charges in 2018 and the remaining $9 million of accrued liability as of December 31, 2017 was paid during 2018.
NOTE 15 — Other Income (Expense)
Other, net
The following table presents the components of other, net:
|
| | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions) |
Foreign exchange rate gains (losses), net | $ | 3 |
| | $ | (46 | ) | | $ | (15 | ) |
| Losses on minority equity investments, net | (111 | ) | | (14 | ) | | (12 | ) |
| Other | (2 | ) | | — |
| | (5 | ) |
| Total | $ | (110 | ) | | $ | (60 | ) | | $ | (32 | ) |
NOTE 16 — Commitments and Contingencies
Letters of Credit, Purchase Obligations and Guarantees
We have commitments and obligations that include purchase obligations, guarantees and LOCs, which could potentially require our payment in the event of demands by third parties or contingent events. The following table presents these commitments and obligations as of December 31, 2018:
|
| | | | | | | | | | | | | | | | | | | |
| | | | By Period |
| | Total | | Less than 1 year | | 1 to 3 years | | 3 to 5 years | | More than 5 years |
| | (In millions) |
| Purchase obligations | $ | 683 |
| | $ | 352 |
| | $ | 266 |
| | $ | 65 |
| | $ | — |
|
| Guarantees | 59 |
| | 59 |
| | — |
| | — |
| | — |
|
| Letters of credit | 28 |
| | 13 |
| | 11 |
| | — |
| | 4 |
|
| | $ | 770 |
| | $ | 424 |
| | $ | 277 |
| | $ | 65 |
| | $ | 4 |
|
Our purchase obligations represent the minimum obligations we have under agreements with certain of our vendors. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use.
We have guarantees which consist primarily of bonds relating to tax assessments that we are contesting as well as bonds required by certain foreign countries’ aviation authorities for the potential non-delivery, by us, of packaged travel sold in those countries. The authorities also require that a portion of the total amount of packaged travel sold be bonded. Our guarantees also include certain surety bonds related to various company performance obligations.
Our LOCs consist of stand-by LOCs, underwritten by a group of lenders, which we primarily issue for certain regulatory purposes as well as to certain hotel properties to secure our payment for hotel room transactions. The contractual expiration dates of these LOCs are shown in the table above. There were no material claims made against any stand-by LOCs during the years ended December 31, 2018, 2017 and 2016.
Lease Commitments
We have contractual obligations in the form of operating leases for office space and related office equipment for which we record the related expense on a monthly basis. Certain leases contain periodic rent escalation adjustments and renewal options. Rent expense related to such leases is recorded on a straight-line basis. Operating lease obligations expire at various dates with the latest maturity in 2031. For the years ended December 31, 2018, 2017 and 2016, we recorded rental expense of $182 million, $168 million and $147 million.
The following table presents our estimated future minimum rental payments under operating leases with noncancelable lease terms that expire after December 31, 2018 as well as leases that have been accounted for as build-to-suit lease arrangements, in millions:
|
| | | |
| Year ending December 31, | |
| 2019 | $ | 156 |
|
| 2020 | 129 |
|
| 2021 | 106 |
|
| 2022 | 93 |
|
| 2023 | 74 |
|
| 2024 and thereafter | 361 |
|
| | $ | 919 |
|
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 one lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes. Fifteen lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, forty-five of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Thirty-one dismissals were based on a finding that we and the other defendants were not subject to the local 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 $46 million and $43 million as of December 31, 2018 and 2017, respectively. Our settlement reserve is based on our best estimate of probable losses and the ultimate resolution of these contingencies may be greater or less than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount reserved cannot be made. Changes to the settlement reserve are included within legal reserves, occupancy tax and other in the consolidated statements of operations.
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.
Hawaii (General Excise Tax). During 2013, certain Expedia Group companies were required to “pay-to-play” and paid a total of $171 million in advance of litigation relating to general excise taxes for merchant model hotel reservations in the State of Hawaii. In September 2015, following a ruling by the Hawaii Supreme Court, the State of Hawaii refunded the Expedia Group companies $132 million of the original “pay-to-play” amount. Orbitz also received a similar refund of $22 million from the State of Hawaii in September 2015. The amount paid, net of refunds, by the Expedia Group companies and Orbitz to the State of Hawaii in satisfaction of past general excise taxes on their services for merchant model hotel reservations was $44 million. The parties reached a settlement relating to Orbitz merchant model hotel tax liabilities, and on October 5, 2016, the Expedia Group companies paid the State of Hawaii for the tax years 2012 through 2015. The Expedia Group companies and Orbitz have now resolved all assessments by the State of Hawaii for merchant model hotel taxes through 2015.
The Department of Taxation also issued final assessments for general excise taxes against certain Expedia Group companies, including Orbitz, dated December 23, 2015 for the time period 2000 to 2014 for hotel and car rental revenue for “agency model” transactions. Those assessments are currently under review in the Hawaii tax court, which has stayed proceedings in the agency hotel and car rental case pending a decision by the Hawaii Supreme Court in the merchant model car rental case addressed below.
Final assessments by the Hawaii Department of Taxation for general exercise taxes against certain Expedia Group companies, including Orbitz, relating to merchant car rental transactions during the years 2000 to 2014 are also under review. With respect to merchant model car rental transactions at issue for the tax years 2000 through 2013, the Hawaii tax court held on August 5, 2016 that general excise tax is due on the online travel companies’ services to facilitate car rentals. The court further ruled that for merchant model car rentals in Hawaii, the online travel companies are required to pay general excise tax on the total amount paid by consumers, with no credit for tax amounts already remitted by car rental companies to the State of Hawaii for tax years 2000 through 2013, thus resulting in a double tax on the amount paid by consumers to car rental companies for the rental of the vehicle. The court, however, ruled that when car rentals are paid for as part of a vacation package, tax is only due once on the amount paid by consumers to the car rental company for the rental of the vehicle. In addition, the court ruled that the online travel companies are required to pay interest and certain penalties on the amounts due. On April 25, 2017, the court entered a stipulated order and final judgment. On May 15, 2017, the Expedia Group companies paid under protest the full amount claimed due, or approximately $16.7 million, as a condition of appeal. The parties filed notices of cross-appeal from the order. The appeals were transferred to the Hawaii Supreme Court, which heard argument on April 5, 2018. The parties await a ruling. The Hawaii tax court’s decision did not resolve “merchant model” car rental transactions for the tax year 2014, which also remain under review.
San Francisco (Occupancy Tax). During 2009, Expedia Group companies were required to “pay-to-play” and paid $48 million in advance of litigation relating to occupancy tax proceedings with the City of San Francisco and, in May 2014, the
Expedia Group companies paid an additional $25.5 million under protest in order to contest additional assessments for later time periods. In addition, Orbitz in total has paid $4.6 million to the City of San Francisco to contest similar assessments issued against it by the city. On May 23, 2018, the California Court of Appeals affirmed the trial court’s holding that the online travel companies are not liable to remit hotel occupancy taxes to San Francisco. On September 13, 2018, the City of San Francisco refunded all pay-to-play payments made by the Expedia Group companies (including Orbitz), along with accumulated interest, effectively ending the case. The $78 million refund was recorded as a gain within legal reserves, occupancy tax and other in the consolidated statement of operations and the $19 million of accumulated interest to interest income during 2018.
Other Jurisdictions. We are also in various stages of inquiry or audit with domestic and foreign tax authorities, some of which, including in the City of Los Angeles regarding hotel occupancy taxes and in the United Kingdom regarding the application of value added tax (“VAT”) to our European Union related transactions as discussed below, may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.
The ultimate resolution of these contingencies may be greater or less than the pay-to-play payments made and our estimates of additional assessments mentioned above.
Matters Relating to International VAT. We are in various stages of inquiry or audit in multiple European Union jurisdictions, including in the United Kingdom, regarding the application of VAT to our European Union related transactions. While we believe we comply with applicable VAT laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes. In certain jurisdictions, including the United Kingdom, we may be required to “pay-to-play” any VAT assessment prior to contesting its validity. While we believe that we will be successful based on the merits of our positions with regard to the United Kingdom and other VAT audits in pay-to-play jurisdictions, it is nevertheless 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
Over the last several years, the online travel industry has become the subject of investigations by various national competition authorities (“NCAs”), particularly in Europe. Expedia Group companies are or have been involved in investigations predominately related to whether certain parity clauses in contracts between Expedia Group entities and accommodation providers, sometimes also referred to as “most favored nation” or “MFN” provisions, are anti-competitive.
In Europe, investigations or inquiries into contractual parity provisions between hotels and online travel companies, including Expedia Group companies, were initiated in 2012, 2013 and 2014 by NCAs in Austria, Belgium, Czech Republic, Denmark, France, Germany, Greece, Hungary, Ireland, Italy, Poland, Sweden and Switzerland. While the ultimate outcome of some of these investigations or inquiries remains uncertain, and the Expedia Group companies’ circumstances are distinguishable from other online travel companies subject to similar investigations and inquiries, we note in this context that on April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted formal commitments offered by Booking.com to resolve and close the investigations against Booking.com in France, Italy and Sweden by Booking.com removing and/or modifying certain rate, conditions and availability parity provisions in its contracts with accommodation providers in France, Italy and Sweden as of July 1, 2015, among other commitments. Booking.com voluntarily extended the geographic scope of these commitments to accommodation providers throughout Europe as of the same date.
With effect from August 1, 2015, Expedia Group companies waived certain rate, conditions and availability parity clauses in agreements with European hotel partners for a period of five years. While the Expedia Group companies maintain that their parity clauses have always been lawful and in compliance with competition law, these waivers were nevertheless implemented as a positive step towards facilitating the closure of the open investigations into such clauses on a harmonized pan-European basis. Following the implementation of the Expedia Group companies' waivers, nearly all NCAs in Europe have announced either the closure of their investigation or inquiries involving Expedia Group companies or a decision not to open an investigation or inquiry involving Expedia Group companies. Below are descriptions of additional rate parity-related matters of note in Europe.
The German Federal Cartel Office (“FCO”) has required another online travel company, Hotel Reservation Service (“HRS”), to remove certain clauses from its contracts with hotels. HRS’ appeal of this decision was rejected by the Higher Regional Court Düsseldorf on January 9, 2015. On December 23, 2015, the FCO announced that it had also required Booking.com by way of an infringement decision to remove certain clauses from its contracts with German hotels. Booking.com has appealed the decision and the appeal was heard by the Higher Regional Court Düsseldorf on February 8, 2017. Those proceedings remain ongoing.
The Italian competition authority's case closure decision against Booking.com and Expedia Group companies has subsequently been appealed by two Italian hotel trade associations, i.e. Federalberghi and AICA. These appeals remain at an early stage and no hearing date has been fixed.
On November 6, 2015, the Swiss competition authority announced that it had issued a final decision finding certain parity terms existing in previous versions of agreements between Swiss hotels and each of certain Expedia Group companies, Booking.com and HRS to be prohibited under Swiss law. The decision explicitly notes that the Expedia Group companies' current contract terms with Swiss hotels are not subject to this prohibition. The Swiss competition authority imposed no fines or other sanctions against the Expedia Group companies and did not find an abuse of a dominant market position by the Expedia Group companies. The FCO’s case against the Expedia Group companies’ contractual parity provisions with accommodation providers in Germany remains open but is still at a preliminary stage with no formal allegations of wrong-doing having been communicated to the Expedia Group companies to date.
The Directorate General for Competition, Consumer Affairs and Repression of Fraud (the “DGCCRF”), a directorate of the French Ministry of Economy and Finance with authority over unfair trading practices, brought a lawsuit in France against Expedia Group companies objecting to certain parity clauses in contracts between Expedia Group companies and French hotels. In May 2015, the French court ruled that certain of the parity provisions in certain contracts that were the subject of the lawsuit were not in compliance with French commercial law, but imposed no fine and no injunction. The DGCCRF appealed the decision and, on June 21, 2017, the Paris Court of Appeal published a judgment overturning the decision. The court annulled parity clauses contained in the agreements at issue, ordered the Expedia Group companies to amend their contracts, and imposed a fine. The Expedia Group companies have appealed the decision. The appeal will not stay payment of the fine.
Hotelverband Deutschland (“IHA”) e.V. (a German hotel association) brought proceedings before the Cologne regional court against Expedia, Inc., Expedia.com GmbH and Expedia Lodging Partner Services Sàrl. IHA applied for a ‘cease and desist’ order against these companies in relation to the enforcement of certain rate and availability parity clauses contained in contracts with hotels in Germany. On or around February 16, 2017, the court dismissed IHA’s action and declared the claimant liable for the Expedia Group defendants’ statutory costs. IHA appealed the decision and, on December 4, 2017, the Court of Appeals rejected IHA’s appeal. The Court of Appeals expressly confirmed that Expedia Group’s MFNs are in compliance both with European and German competition law. While IHA had indicated an intention to appeal the decision to the Federal Supreme Court, it has not lodged an appeal within the applicable deadline, with the consequence that the Court of Appeals judgment has now become final.
A working group of 10 European NCAs (Belgium, Czech Republic, Denmark, France, Hungary, Ireland, Italy, Netherlands, Sweden and the United Kingdom) and the European Commission has been established by the European Competition Network (“ECN”) at the end of 2015 to monitor the functioning of the online hotel booking sector, following amendments made by a number of online travel companies (including Booking.com and Expedia Group companies) in relation to certain parity provisions in their contracts with hotels. The working group issued questionnaires to online travel agencies including Expedia Group companies, metasearch sites and hotels in 2016. The underlying results of the ECN monitoring exercise were published on April 6, 2017.
Legislative bodies in France (July 2015), Austria (December 2016) and Italy (August 2017) have also adopted new domestic anti-parity clause legislation. Expedia Group believes each of these pieces of legislation violates both EU and national legal principles and therefore, Expedia Group companies have challenged these laws at the European Commission. Moreover, in Belgium, new domestic anti-parity legislation entered into force on August 20, 2018. A motion requesting the Swiss government to take action on narrow price parity has been adopted in the Swiss parliament. The Swiss government is now required to draft legislation implementing the motion. The Company is unable to predict whether and with what content legislation will ultimately be adopted and, if so, when this might be the case. It is not yet clear how any adopted domestic anti-parity clause legislations and/or any possible future legislation in this area may affect Expedia Group's business.
Outside of Europe, a number of NCAs have also opened investigations or inquired about contractual parity provisions in contracts between hotels and online travel companies in their respective territories, including Expedia Group companies. A Brazilian hotel sector association -- Forum de Operadores Hoteleiros do Brasil -- filed a complaint with the Brazilian Administrative Council for Economic Defence (“CADE”) against a number of online travel companies, including Booking.com, Decolar.com and Expedia Group companies, on July 27, 2016 with respect to parity provisions in contracts between hotels and online travel companies. On September 13, 2016, the Expedia Group companies submitted a response to the complaint to CADE. On March 27, 2018, the Expedia Group companies resolved CADE’s concerns based on a settlement implementing waivers substantially similar to those provided to accommodation providers in Europe. In late 2016, Expedia Group companies resolved the concerns of the Australia and New Zealand NCAs based on implementation of the waivers substantially similar to those provided to accommodation providers in Europe (on September 1, 2016 in Australia and on October 28, 2016 in New Zealand). More recently, however, the Australian NCA has reopened its investigation. Expedia Group companies are in ongoing discussions with a limited number of NCAs in other countries in relation to their contracts with hotels. Expedia Group is currently unable to predict the impact the implementation of the waivers both in Europe and elsewhere will have on Expedia Group's business, on investigations or inquiries by NCAs in other countries, or on industry practice more generally.
In addition, regulatory authorities in Europe (including the UK Competition and Markets Authority, or “CMA”), Australia, and elsewhere have initiated legal proceedings and/or market studies, inquiries or investigations relating to online marketplaces and how information is presented to consumers using those marketplaces, including practices such as search results rankings and algorithms, discount claims, disclosure of charges, and availability and similar messaging.
On June 28, 2018, the CMA announced that it will be requiring hotel booking websites to take action to address concerns identified in the course of its ongoing investigation. After consulting with the CMA, on January 31, 2019, we agreed to offer certain voluntary undertakings with respect to the presentation of information on certain of our UK consumer-facing websites in order to address the CMA’s concerns. The CMA has confirmed that, as a result of the undertakings offered, it will close its investigation without any admission or finding of liability. The undertakings become effective on September 1, 2019. 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 relating to trivago’s advertisements in Australia concerning the hotel prices available on trivago’s Australian site and trivago’s strike-through pricing practice. A trial date is set for September 9, 2019 and an appropriate reserve has been accrued in respect of this matter.
We are cooperating with regulators in the investigations described above where applicable, but we are unable to predict what, if any, effect such actions will have on our business, industry practices or online commerce more generally. Other than described above, we have not accrued a reserve in connection with the market studies, investigations, inquiries or legal proceedings described above either because the likelihood of an unfavorable outcome is not probable or the amount of any loss is not estimable.
NOTE 17 — Related Party Transactions
Liberty. Mr. Diller is the Chairman and Senior Executive of Expedia Group. Subject to the terms of an Amended and Restated Stockholders Agreement between Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) and Mr. Diller, as amended as of November 4, 2016, Mr. Diller also holds an irrevocable proxy to vote shares of Expedia common stock and Class B common stock beneficially owned by Liberty Expedia Holdings (the “Diller Proxy”), which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings as described below.
On November 4, 2016, Qurate Retail, Inc. (f/k/a Liberty Interactive Corporation) redeemed a portion of the outstanding shares of its Liberty Ventures common stock in exchange for all of the outstanding shares of Liberty Expedia Holdings, which at that time was a wholly owned subsidiary of Liberty Interactive (the “Liberty Split-Off”). At the time of the Liberty Split-Off, Liberty Expedia Holdings’ assets included all of Liberty Interactive’s interest in Expedia Group. Pursuant to a Transaction Agreement among Mr. Diller, Liberty Interactive, Liberty Expedia Holdings, John C. Malone and Leslie Malone, dated as of March 24, 2016 and amended and restated effective on September 22, 2016 and as of March 6, 2018, at the time of the Liberty Split-Off, for a period ending not later than May 4, 2019 (i) Mr. Diller assigned the Diller Proxy to Liberty Expedia Holdings (the “Diller Assignment”) and (ii) Mr. and Mrs. Malone granted Mr. Diller an irrevocable proxy to vote all shares of Liberty Expedia Holdings Series A common stock and Series B common stock beneficially owned by them upon completion of the Liberty Split-Off or thereafter (the “Malone Proxy”), in each case, subject to certain limitations. As a result, by virtue of the voting power associated with the Malone Proxy, the governance structure at Liberty Expedia Holdings and Mr. Diller’s continuing position as Chairman of Expedia Group’s Board of Directors, Mr. Diller indirectly controls Expedia Group until the termination or expiration of the Diller Assignment and Malone Proxy, at which point (and by virtue of the termination of the Diller Assignment), unless the Diller Assignment and Malone Proxy terminate as a result of Mr. Diller’s death or disability, Mr. Diller will have the power to vote directly all shares of Expedia Common Stock and Class B Common Stock beneficially owned by Liberty Expedia Holdings.
In connection with the then-pending Liberty Split-Off, on March 24, 2016, Liberty Interactive and Liberty Expedia Holdings entered into a Reimbursement Agreement with Expedia pursuant to which Liberty Interactive and Liberty Expedia Holdings agreed to reimburse Expedia Group, up to a specified cap, for certain costs and expenses resulting from the Liberty Split-Off and the above-described proxy arrangements that may be incurred by Expedia Group with respect to Expedia Group’s previous $1.5 billion unsecured revolving credit facility, Expedia Group's 7.456% Notes that matured in 2018 and Expedia Group’s 5.95% Notes maturing in 2020 (as amended and restated as of September 22, 2016, the “Reimbursement Agreement”).
On September 30, 2016, Expedia Group received consents from the holders of more than a majority of the aggregate principal amount of its 5.95% Notes and entered into a supplemental indenture to amend the indenture governing its 5.95% Notes to conform the definition of “Permitted Holders” to the definition employed in Expedia Group’s 2.5% Notes, 4.5% Notes and 5.0% Notes, including by specifying that “Permitted Holders” include certain entities succeeding to the interest of Liberty Interactive in Expedia Group. During 2016, Liberty Interactive reimbursed Expedia Group approximately $4 million for the cost of the consent solicitation pursuant to the terms of the Reimbursement Agreement.
The Reimbursement Agreement constitutes Expedia Group’s sole and exclusive remedy with respect to any claim arising out of any potential change of control under any contract, debt instrument, agreement or other similar instrument resulting, directly or indirectly, from the Liberty Split-Off or the above-described proxy arrangements entered into in connection with the Liberty Split-Off. On January 3, 2017, other than those provisions relating to Expedia Group’s remedies described above and certain administrative provisions, the Reimbursement Agreement terminated in accordance with its terms upon the non-occurrence within the 60 day-period following the Liberty Split-Off of certain reimbursement triggers.
During 2018, we issued 269,646 shares of common stock from treasury stock to Liberty Expedia Holdings at a price per share of $113.32 and an aggregate value of approximately $31 million pursuant to and in accordance with the preemptive rights as detailed by the Amended and Restated Governance Agreement with Liberty Expedia Holdings dated as of December 20, 2011, as amended.
On February 4, 2019, Expedia Group filed a Current Report on Form 8-K (the “Form 8-K”) reporting that Liberty Expedia Holdings and Mr. Diller filed an amended statement on Schedule 13D/A that included a description of discussions that had taken place between a member of Expedia Group management (as authorized by a special committee of disinterested directors formed by the Expedia Group Board of Directors) and a member of Liberty Expedia Holdings management (as authorized by a committee of the Board of Directors of Liberty Expedia Holdings composed of all of Liberty Expedia Holdings’ Series A common stock directors) regarding a potential business combination transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock would be exchanged for newly issued shares of Expedia Group common stock. The Form 8-K also described expectations regarding (i) the exchange, in connection with the consummation of any such transaction with Liberty Expedia Holdings, of Expedia Group common stock beneficially owned by Mr. Diller and a charitable foundation formed by Mr. Diller for shares of Expedia Group Class B common stock currently owned by Liberty Expedia Holdings, as would be permitted under certain circumstances by the governance and shareholder agreements relating to Expedia Group currently in effect and (ii) the entry, in connection with the consummation of any such transaction, into certain amendments to the Governance Agreement currently in effect relating to Mr. Diller’s ability to exchange for or purchase in the future additional shares of Expedia Group Class B common stock, as well as other governance arrangements and transfer restrictions.
IAC/InterActiveCorp. In addition to serving as our Chairman and Senior Executive, Mr. Diller also serves as Chairman of the Board of Directors and Senior Executive at IAC. The Company and IAC are related parties since they are under common control, given that Mr. Diller serves as Chairman and Senior Executive of both Expedia Group and IAC. Each of IAC and Expedia Group has a 50% ownership interest in two aircraft that may be used by both companies. We share equally in fixed and nonrecurring costs for the planes; direct operating costs are pro-rated based on actual usage. As of December 31, 2018 and 2017, the net basis in our ownership interest in the planes was $33 million and $40 million recorded in long-term investments and other assets. In 2018, 2017 and 2016, operating and maintenance costs paid directly to the jointly-owned subsidiary for the airplanes were nominal.
NOTE 18 — Segment Information
We have four reportable segments: Core OTA, trivago, HomeAway and Egencia. Our Core OTA segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Expedia Partner Solutions, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com, Classic Vacations and SilverRail Technologies, Inc. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. Our HomeAway segment operates an online marketplace for the alternative accommodations industry. Our Egencia segment provides managed travel services to corporate customers worldwide.
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is adjusted EBITDA. Adjusted EBITDA for our Core OTA and Egencia segments includes allocations of certain expenses, primarily cost of revenue and facilities. Our Core OTA segment includes the total costs of our global supply organizations and Core OTA and HomeAway include 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, information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change. During the first quarter of 2018, we updated our allocations methodology for certain technology costs. While the impact of the update was not significant, we recast historical information presented to be on a comparable basis.
Our segment disclosure includes intersegment revenues, which primarily consist of advertising and media services provided by our trivago segment to our Core OTA segment. These intersegment transactions are recorded by each segment at
amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below. In addition, when HomeAway properties are booked through our Core OTA websites and vice versa, the segments split the third-party revenue for management and segment reporting purposes with the majority of the third-party revenue residing with the website marketing the property or room.
Corporate and Eliminations also includes unallocated corporate functions and expenses. In addition, we record amortization of intangible assets and any related impairment, as well as stock-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliation below.
The following tables present our segment information for 2018, 2017 and 2016. 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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| | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2018 |
| | Core OTA | | trivago | | HomeAway | | Egencia | | Corporate & Eliminations | | Total |
| | (In millions) |
| Third-party revenue | $ | 8,760 |
| | $ | 691 |
| | $ | 1,171 |
| | $ | 601 |
| | $ | — |
| | $ | 11,223 |
|
| Intersegment revenue | — |
| | 393 |
| | — |
| | — |
| | (393 | ) | | — |
|
| Revenue | $ | 8,760 |
| | $ | 1,084 |
| | $ | 1,171 |
| | $ | 601 |
| | $ | (393 | ) | | $ | 11,223 |
|
| Adjusted EBITDA | $ | 2,305 |
| | $ | 16 |
| | $ | 288 |
| | $ | 107 |
| | $ | (746 | ) | | $ | 1,970 |
|
| Depreciation | (344 | ) | | (15 | ) | | (66 | ) | | (47 | ) | | (204 | ) | | (676 | ) |
| Amortization of intangible assets | — |
| | — |
| | — |
| | — |
| | (283 | ) | | (283 | ) |
| Impairment of goodwill | — |
| | — |
| | — |
| | — |
| | (86 | ) | | (86 | ) |
| Impairment of intangible assets | — |
| | — |
| | — |
| | — |
| | (42 | ) | | (42 | ) |
| Stock-based compensation | — |
| | — |
| | — |
| | — |
| | (203 | ) | | (203 | ) |
| Legal reserves, occupancy tax and other | — |
| | — |
| | — |
| | — |
| | 59 |
| | 59 |
|
| Restructuring and related reorganization charges | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Realized (gain) loss on revenue hedges | (24 | ) | | — |
| | (1 | ) | | — |
| | — |
| | (25 | ) |
| Operating income (loss) | $ | 1,937 |
| | $ | 1 |
| | $ | 221 |
| | $ | 60 |
| | $ | (1,505 | ) | | 714 |
|
| Other expense, net | | | | | | | | | | | (229 | ) |
| Income before income taxes | | | | | | | | | | | 485 |
|
| Provision for income taxes | | | | | | | | | | | (87 | ) |
| Net income | | | | | | | | | | | 398 |
|
| Net loss attributable to non-controlling interests | | | | | | | | | | | 8 |
|
| Net income attributable to Expedia Group, Inc. | | | | | | | | | | | $ | 406 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2017 |
| | Core OTA | | trivago | | HomeAway | | Egencia | | Corporate & Eliminations | | Total |
| | (In millions) |
| Third-party revenue | $ | 7,881 |
| | $ | 752 |
| | $ | 906 |
| | $ | 521 |
| | $ | — |
| | $ | 10,060 |
|
| Intersegment revenue | — |
| | 414 |
| | — |
| | — |
| | (414 | ) | | — |
|
| Revenue | $ | 7,881 |
| | $ | 1,166 |
| | $ | 906 |
| | $ | 521 |
| | $ | (414 | ) | | $ | 10,060 |
|
| Adjusted EBITDA | $ | 2,057 |
| | $ | 5 |
| | $ | 202 |
| | $ | 95 |
| | $ | (646 | ) | | $ | 1,713 |
|
| Depreciation | (310 | ) | | (9 | ) | | (40 | ) | | (41 | ) | | (214 | ) | | (614 | ) |
| Amortization of intangible assets | — |
| | — |
| | — |
| | — |
| | (275 | ) | | (275 | ) |
| Stock-based compensation | — |
| | — |
| | — |
| | — |
| | (149 | ) | | (149 | ) |
| Legal reserves, occupancy tax and other | — |
| | — |
| | — |
| | — |
| | (25 | ) | | (25 | ) |
| Restructuring and related reorganization charges | — |
| | — |
| | — |
| | — |
| | (17 | ) | | (17 | ) |
| Realized (gain) loss on revenue hedges | (8 | ) | | — |
| | — |
| | — |
| | — |
| | (8 | ) |
| Operating income (loss) | $ | 1,739 |
| | $ | (4 | ) | | $ | 162 |
| | $ | 54 |
| | $ | (1,326 | ) | | 625 |
|
| Other expense, net | | | | | | | | | | | (208 | ) |
| Income before income taxes | | | | | | | | | | | 417 |
|
| Provision for income taxes | | | | | | | | | | | (45 | ) |
| Net income | | | | | | | | | | | 372 |
|
| Net loss attributable to non-controlling interests | | | | | | | | | | | 6 |
|
| Net income attributable to Expedia Group, Inc. | | | | | | | | | | | $ | 378 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, 2016 |
| | Core OTA | | trivago | | HomeAway | | Egencia | | Corporate & Eliminations | | Total |
| | (In millions) |
| Third-party revenue | $ | 7,084 |
| | $ | 539 |
| | $ | 689 |
| | $ | 462 |
| | $ | — |
| | $ | 8,774 |
|
| Intersegment revenue | — |
| | 297 |
| | — |
| | — |
| | (297 | ) | | — |
|
| Revenue | $ | 7,084 |
| | $ | 836 |
| | $ | 689 |
| | $ | 462 |
| | $ | (297 | ) | | $ | 8,774 |
|
| Adjusted EBITDA | $ | 1,956 |
| | $ | 35 |
| | $ | 175 |
| | $ | 81 |
| | $ | (631 | ) | | $ | 1,616 |
|
| Depreciation | (256 | ) | | (7 | ) | | (18 | ) | | (31 | ) | | (165 | ) | | (477 | ) |
| Amortization of intangible assets | — |
| | — |
| | — |
| | — |
| | (317 | ) | | (317 | ) |
| Impairment of intangible assets | — |
| | — |
| | — |
| | — |
| | (35 | ) | | (35 | ) |
| Stock-based compensation | — |
| | — |
| | — |
| | — |
| | (242 | ) | | (242 | ) |
| Legal reserves, occupancy tax and other | — |
| | — |
| | — |
| | — |
| | (27 | ) | | (27 | ) |
| Restructuring and related reorganization charges, excluding stock-based compensation | — |
| | — |
| | — |
| | — |
| | (43 | ) | | (43 | ) |
| Realized (gain) loss on revenue hedges | (13 | ) | | — |
| | — |
| | — |
| | — |
| | (13 | ) |
| Operating income (loss) | $ | 1,687 |
| | $ | 28 |
| | $ | 157 |
| | $ | 50 |
| | $ | (1,460 | ) | | 462 |
|
| Other income, net | | | | | | | | | | | (185 | ) |
| Income before income taxes | | | | | | | | | | | 277 |
|
| Provision for income taxes | | | | | | | | | | | (16 | ) |
| Net income | | | | | | | | | | | 261 |
|
| Net loss attributable to non-controlling interests | | | | | | | | | | | 21 |
|
| Net income attributable to Expedia Group, Inc. | | | | | | | | | | | $ | 282 |
|
Revenue by Business Model and Service Type
The following table presents revenue by business model and service type for the years ended December 31, 2018, 2017 and 2016:
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 (1) | | 2016 (1) |
| | (In millions) |
| Business Model | | | | | |
| Merchant | $ | 5,950 |
| | $ | 5,394 |
| | $ | 4,853 |
|
| Agency | 3,010 |
| | 2,687 |
| | 2,425 |
|
| Advertising and media | 1,092 |
| | 1,073 |
| | 807 |
|
| HomeAway | 1,171 |
| | 906 |
| | 689 |
|
| Total revenue | $ | 11,223 |
| | $ | 10,060 |
| | $ | 8,774 |
|
| Service Type | | | | | |
| Lodging | $ | 7,712 |
| | $ | 6,851 |
| | $ | 6,021 |
|
| Air | 881 |
| | 784 |
| | 778 |
|
| Advertising and media | 1,092 |
| | 1,073 |
| | 807 |
|
Other(2) | 1,538 |
| | 1,352 |
| | 1,168 |
|
| Total revenue | $ | 11,223 |
| | $ | 10,060 |
| | $ | 8,774 |
|
| |
(1) | As disclosed in NOTE 2 — Significant Accounting Policies, results for 2018 are presented under the new revenue recognition accounting guidance, which we adopted using the modified retrospective method. Therefore, 2017 and 2016 results have not been adjusted and continued to be reported under the accounting standards in effect for those periods.
|
| |
(2) | Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material. |
Our Core OTA segment generates revenue from the merchant, agency and advertising and media business models as well as all service types. trivago segment revenue is primarily generated through advertising and media. All HomeAway revenue is included within the lodging service type. Our Egencia segment generates revenue from similar business models and service types to Core OTA applied to the corporate traveler with the majority being agency revenue.
Geographic Information
The following table presents revenue by geographic area, the United States and all other countries, based on the geographic location of our websites or points of sale with the exception of trivago, which has all been allocated to Germany, the location of its corporate headquarters, for the years ended December 31, 2018, 2017 and 2016. No sales to an individual country other than the United States accounted for more than 10% of revenue for the presented years.
|
| | | | | | | | | | | |
| | Year Ended December 31, |
| | 2018 | | 2017 | | 2016 |
| | (In millions) |
| Revenue | | | | | |
| United States | $ | 6,202 |
| | $ | 5,542 |
| | $ | 5,043 |
|
| All other countries | 5,021 |
| | 4,518 |
| | 3,731 |
|
| | $ | 11,223 |
| | $ | 10,060 |
| | $ | 8,774 |
|
The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2018 and 2017:
|
| | | | | | | |
| | As of December 31, |
| | 2018 | | 2017 |
| | (In millions) |
| Property and equipment, net | | | |
| United States | $ | 1,571 |
| | $ | 1,331 |
|
| All other countries | 306 |
| | 244 |
|
| | $ | 1,877 |
| | $ | 1,575 |
|
NOTE 19 — Valuation and Qualifying Accounts
The following table presents the changes in our valuation and qualifying accounts. Other reserves primarily include our accrual of the cost associated with purchases made on our website related to the use of fraudulent credit cards “charged-back” due to payment disputes and cancellation fees.
|
| | | | | | | | | | | | | | | | | | | |
| Description | Balance at Beginning of Period | | Charges to Earnings | | Charges to Other Accounts(1) | | Deductions | | Balance at End of Period |
| | (In millions) |
| 2018 | | | | | | | | | |
| Allowance for doubtful accounts | $ | 31 |
| | $ | 27 |
| | $ | (8 | ) | | $ | (16 | ) | | $ | 34 |
|
| Other reserves | $ | 22 |
| | | | | | | | $ | 19 |
|
| 2017 | | | | | | | | | |
| Allowance for doubtful accounts | $ | 25 |
| | $ | 19 |
| | $ | 1 |
| | $ | (14 | ) | | $ | 31 |
|
| Other reserves | 24 |
| | | | | | | | 22 |
|
| 2016 | | | | | | | | | |
| Allowance for doubtful accounts | $ | 27 |
| | $ | 12 |
| | $ | (3 | ) | | $ | (11 | ) | | $ | 25 |
|
| Other reserves | 30 |
| | | | | | | | 24 |
|
| |
(1) | Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications. |
NOTE 20 — Quarterly Financial Information (Unaudited)
|
| | | | | | | | | | | | | | | |
| | Three Months Ended |
| | December 31 | | September 30 | | June 30 | | March 31 |
| | (In millions, except per share data) |
| Year ended December 31, 2018 | | | | | | | |
| Revenue | $ | 2,559 |
| | $ | 3,276 |
| | $ | 2,880 |
| | $ | 2,508 |
|
| Operating income (loss) | 96 |
| | 672 |
| | 111 |
| | (165 | ) |
Net income (loss) attributable to Expedia Group, Inc.(1) | 17 |
| | 525 |
| | 1 |
| | (137 | ) |
Basic earnings (loss) per share(2) | $ | 0.11 |
| | $ | 3.51 |
| | $ | 0.01 |
| | $ | (0.91 | ) |
Diluted earnings (loss) per share(2) | 0.11 |
| | 3.43 |
| | 0.01 |
| | (0.91 | ) |
| Year ended December 31, 2017 | | | | | | | |
| Revenue | $ | 2,319 |
| | $ | 2,966 |
| | $ | 2,586 |
| | $ | 2,189 |
|
| Operating income (loss) | 114 |
| | 481 |
| | 103 |
| | (73 | ) |
| Net income (loss) attributable to Expedia Group, Inc. | 55 |
| | 352 |
| | 57 |
| | (86 | ) |
Basic earnings (loss) per share(2) | $ | 0.36 |
| | $ | 2.32 |
| | $ | 0.37 |
| | $ | (0.57 | ) |
Diluted earnings (loss) per share(2) | 0.35 |
| | 2.23 |
| | 0.36 |
| | (0.57 | ) |
| |
(1) | During the fourth quarter of 2018, we recognized a $25 million impairment charge related to goodwill as well as a $42 million impairment charge related to indefinite lived intangible assets. |
| |
(2) | Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year. |
NOTE 21 — Guarantor and Non-Guarantor Supplemental Financial Information
Condensed consolidating financial information of Expedia Group, Inc. (the “Parent”), our subsidiaries that are guarantors of our debt facility and instruments (the “Guarantor Subsidiaries”), and our subsidiaries that are not guarantors of our debt facility and instruments (the “Non-Guarantor Subsidiaries”) is shown below. The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, joint and several with the exception of certain customary automatic subsidiary release provisions. In this financial information, the Parent and Guarantor Subsidiaries account for investments in their wholly-owned subsidiaries using the equity method.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2018
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| | (In millions) |
| Revenue | $ | — |
| | $ | 8,650 |
| | $ | 2,973 |
| | $ | (400 | ) | | $ | 11,223 |
|
| Costs and expenses: | | | | | | | | | |
| Cost of revenue | — |
| | 1,436 |
| | 550 |
| | (21 | ) | | 1,965 |
|
| Selling and marketing | — |
| | 4,153 |
| | 1,993 |
| | (379 | ) | | 5,767 |
|
| Technology and content | — |
| | 1,143 |
| | 474 |
| | — |
| | 1,617 |
|
| General and administrative | — |
| | 515 |
| | 293 |
| | — |
| | 808 |
|
| Amortization of intangible assets | — |
| | 174 |
| | 109 |
| | — |
| | 283 |
|
| Impairment of goodwill | — |
| | — |
| | 86 |
| | — |
| | 86 |
|
| Impairment of intangible assets | — |
| | 42 |
| | — |
| | — |
| | 42 |
|
| Legal reserves, occupancy tax and other | — |
| | (60 | ) | | 1 |
| | — |
| | (59 | ) |
| Intercompany (income) expense, net | — |
| | 808 |
| | (808 | ) | | — |
| | — |
|
| Operating income | — |
| | 439 |
| | 275 |
| | — |
| | 714 |
|
| Other income (expense): | | | | | | | | | |
| Equity in pre-tax earnings of consolidated subsidiaries | 549 |
| | 209 |
| | — |
| | (758 | ) | | — |
|
| Other, net | (187 | ) | | (81 | ) | | 39 |
| | — |
| | (229 | ) |
| Total other income, net | 362 |
| | 128 |
| | 39 |
| | (758 | ) | | (229 | ) |
| Income before income taxes | 362 |
| | 567 |
| | 314 |
| | (758 | ) | | 485 |
|
| Provision for income taxes | 44 |
| | (12 | ) | | (119 | ) | | — |
| | (87 | ) |
| Net income | 406 |
| | 555 |
| | 195 |
| | (758 | ) | | 398 |
|
| Net loss attributable to non-controlling interests | — |
| | 2 |
| | 6 |
| | — |
| | 8 |
|
| Net income attributable to Expedia Group, Inc. | $ | 406 |
| | $ | 557 |
| | $ | 201 |
| | $ | (758 | ) | | $ | 406 |
|
| Comprehensive income attributable to Expedia Group, Inc. | $ | 338 |
| | $ | 459 |
| | $ | 103 |
| | $ | (562 | ) | | $ | 338 |
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2017
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| | (In millions) |
| Revenue | $ | — |
| | $ | 7,662 |
| | $ | 2,817 |
| | $ | (419 | ) | | $ | 10,060 |
|
| Costs and expenses: | | | | | | | | | |
| Cost of revenue | — |
| | 1,343 |
| | 431 |
| | (17 | ) | | 1,757 |
|
| Selling and marketing | — |
| | 3,715 |
| | 1,985 |
| | (402 | ) | | 5,298 |
|
| Technology and content | — |
| | 991 |
| | 396 |
| | — |
| | 1,387 |
|
| General and administrative | — |
| | 409 |
| | 267 |
| | — |
| | 676 |
|
| Amortization of intangible assets | — |
| | 182 |
| | 93 |
| | — |
| | 275 |
|
| Legal reserves, occupancy tax and other | — |
| | 25 |
| | — |
| | — |
| | 25 |
|
| Restructuring and related reorganization charges | — |
| | 5 |
| | 12 |
| | — |
| | 17 |
|
| Intercompany (income) expense, net | — |
| | 695 |
| | (695 | ) | | — |
| | — |
|
| Operating income | — |
| | 297 |
| | 328 |
| | — |
| | 625 |
|
| Other income (expense): | | | | | | | | | |
| Equity in pre-tax earnings of consolidated subsidiaries | 493 |
| | 336 |
| | — |
| | (829 | ) | | — |
|
| Other, net | (179 | ) | | (60 | ) | | 31 |
| | — |
| | (208 | ) |
| Total other income, net | 314 |
| | 276 |
| | 31 |
| | (829 | ) | | (208 | ) |
| Income before income taxes | 314 |
| | 573 |
| | 359 |
| | (829 | ) | | 417 |
|
| Provision for income taxes | 64 |
| | (67 | ) | | (42 | ) | | — |
| | (45 | ) |
| Net income | 378 |
| | 506 |
| | 317 |
| | (829 | ) | | 372 |
|
| Net loss attributable to non-controlling interests | — |
| | 1 |
| | 5 |
| | — |
| | 6 |
|
| Net income attributable to Expedia Group, Inc. | $ | 378 |
| | $ | 507 |
| | $ | 322 |
| | $ | (829 | ) | | $ | 378 |
|
| Comprehensive income attributable to Expedia Group, Inc. | $ | 509 |
| | $ | 698 |
| | $ | 564 |
| | $ | (1,262 | ) | | $ | 509 |
|
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2016
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| | (In millions) |
| Revenue | $ | — |
| | $ | 6,807 |
| | $ | 2,268 |
| | $ | (301 | ) | | $ | 8,774 |
|
| Costs and expenses: | | | | | | | | | |
| Cost of revenue | — |
| | 1,264 |
| | 346 |
| | (13 | ) | | 1,597 |
|
| Selling and marketing | — |
| | 3,071 |
| | 1,584 |
| | (288 | ) | | 4,367 |
|
| Technology and content | — |
| | 904 |
| | 331 |
| | — |
| | 1,235 |
|
| General and administrative | — |
| | 429 |
| | 249 |
| | — |
| | 678 |
|
| Amortization of intangible assets | — |
| | 249 |
| | 68 |
| | — |
| | 317 |
|
| Impairment of intangible assets | — |
| | — |
| | 35 |
| | — |
| | 35 |
|
| Legal reserves, occupancy tax and other | — |
| | 27 |
| | — |
| | — |
| | 27 |
|
| Restructuring and related reorganization charges | — |
| | 30 |
| | 26 |
| | — |
| | 56 |
|
| Intercompany (income) expense, net | — |
| | 656 |
| | (656 | ) | | — |
| | — |
|
| Operating income | — |
| | 177 |
| | 285 |
| | — |
| | 462 |
|
| Other income (expense): | | | | | | | | | |
| Equity in pre-tax earnings of consolidated subsidiaries | 384 |
| | 286 |
| | — |
| | (670 | ) | | — |
|
| Other, net | (163 | ) | | (21 | ) | | (1 | ) | | — |
| | (185 | ) |
| Total other income (expense), net | 221 |
| | 265 |
| | (1 | ) | | (670 | ) | | (185 | ) |
| Income before income taxes | 221 |
| | 442 |
| | 284 |
| | (670 | ) | | 277 |
|
| Provision for income taxes | 61 |
| | (50 | ) | | (27 | ) | | — |
| | (16 | ) |
| Net income | 282 |
| | 392 |
| | 257 |
| | (670 | ) | | 261 |
|
| Net loss attributable to non-controlling interests | — |
| | — |
| | 21 |
| | — |
| | 21 |
|
| Net income attributable to Expedia Group, Inc. | $ | 282 |
| | $ | 392 |
| | $ | 278 |
| | $ | (670 | ) | | $ | 282 |
|
| Comprehensive income attributable to Expedia Group, Inc. | $ | 280 |
| | $ | 374 |
| | $ | 238 |
| | $ | (612 | ) | | $ | 280 |
|
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2018
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| | (In millions) |
| ASSETS | | | | | | | | | |
| Total current assets | $ | 402 |
| | $ | 5,261 |
| | $ | 2,137 |
| | $ | (2,603 | ) | | $ | 5,197 |
|
| Investment in subsidiaries | 10,615 |
| | 3,425 |
| | — |
| | (14,040 | ) | | — |
|
| Intangible assets, net | — |
| | 1,520 |
| | 472 |
| | — |
| | 1,992 |
|
| Goodwill | — |
| | 6,366 |
| | 1,754 |
| | — |
| | 8,120 |
|
| Other assets, net | — |
| | 1,840 |
| | 913 |
| | (29 | ) | | 2,724 |
|
| TOTAL ASSETS | $ | 11,017 |
| | $ | 18,412 |
| | $ | 5,276 |
| | $ | (16,672 | ) | | $ | 18,033 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
| Total current liabilities | $ | 1,649 |
| | $ | 7,396 |
| | $ | 1,618 |
| | $ | (2,603 | ) | | $ | 8,060 |
|
| Long-term debt, excluding current maturities | 3,717 |
| | — |
| | — |
| | — |
| | 3,717 |
|
| Other long-term liabilities | — |
| | 320 |
| | 284 |
| | (29 | ) | | 575 |
|
| Redeemable non-controlling interests | — |
| | 17 |
| | 13 |
| | — |
| | 30 |
|
| Stockholders’ equity | 5,651 |
| | 10,679 |
| | 3,361 |
| | (14,040 | ) | | 5,651 |
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 11,017 |
| | $ | 18,412 |
| | $ | 5,276 |
| | $ | (16,672 | ) | | $ | 18,033 |
|
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2017
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Eliminations | | Consolidated |
| | (In millions) |
| ASSETS | | | | | | | | | |
| Total current assets | $ | 359 |
| | $ | 3,493 |
| | $ | 2,263 |
| | $ | (575 | ) | | $ | 5,540 |
|
| Investment in subsidiaries | 10,265 |
| | 4,249 |
| | — |
| | (14,514 | ) | | — |
|
| Intangible assets, net | — |
| | 1,736 |
| | 573 |
| | — |
| | 2,309 |
|
| Goodwill | — |
| | 6,366 |
| | 1,863 |
| | — |
| | 8,229 |
|
| Other assets, net | 5 |
| | 1,677 |
| | 775 |
| | (19 | ) | | 2,438 |
|
| TOTAL ASSETS | $ | 10,629 |
| | $ | 17,521 |
| | $ | 5,474 |
| | $ | (15,108 | ) | | $ | 18,516 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
| Total current liabilities | $ | 751 |
| | $ | 6,798 |
| | $ | 905 |
| | $ | (575 | ) | | $ | 7,879 |
|
| Long-term debt, excluding current maturities | 3,749 |
| | — |
| | — |
| | — |
| | 3,749 |
|
| Other long-term liabilities | — |
| | 494 |
| | 262 |
| | (19 | ) | | 737 |
|
| Redeemable non-controlling interests | — |
| | 9 |
| | 13 |
| | — |
| | 22 |
|
| Stockholders’ equity | 6,129 |
| | 10,220 |
| | 4,294 |
| | (14,514 | ) | | 6,129 |
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 10,629 |
| | $ | 17,521 |
| | $ | 5,474 |
| | $ | (15,108 | ) | | $ | 18,516 |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2018
|
| | | | | | | | | | | | | | | |
| | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidated |
| | (In millions) |
| Operating activities: | | | | | | | |
| Net cash provided by operating activities | $ | — |
| | $ | 1,248 |
| | $ | 727 |
| | $ | 1,975 |
|
| Investing activities: | | | | | | | |
| Capital expenditures, including internal-use software and website development | — |
| | (752 | ) | | (126 | ) | | (878 | ) |
| Purchases of investments | — |
| | (1,720 | ) | | (83 | ) | | (1,803 | ) |
| Sales and maturities of investments | — |
| | 2,063 |
| | 74 |
| | 2,137 |
|
| Acquisitions, net of cash and restricted cash acquired | — |
| | (53 | ) | | — |
| | (53 | ) |
| Transfers (to) from related parties | — |
| | (86 | ) | | 86 |
| | — |
|
| Other, net | — |
| | 35 |
| | 3 |
| | 38 |
|
| Net cash used in investing activities | — |
| | (513 | ) | | (46 | ) | | (559 | ) |
| Financing activities: | | | | | | | |
| Payment of long-term debt | (500 | ) | | — |
| | — |
| | (500 | ) |
| Purchases of treasury stock | (923 | ) | | — |
| | — |
| | (923 | ) |
| Proceeds from issuance of treasury stock | 31 |
| | — |
| | — |
| | 31 |
|
| Payment of dividends to stockholders | (186 | ) | | — |
| | — |
| | (186 | ) |
| Proceeds from exercise of equity awards and employee stock purchase plan | 166 |
| | — |
| | — |
| | 166 |
|
| Changes in controlled subsidiaries, net | — |
| | — |
| | (62 | ) | | (62 | ) |
| Transfers (to) from related parties | 1,415 |
| | (785 | ) | | (630 | ) | | — |
|
| Other, net | (3 | ) | | (10 | ) | | (2 | ) | | (15 | ) |
| Net cash used in financing activities | — |
| | (795 | ) | | (694 | ) | | (1,489 | ) |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents | — |
| | (71 | ) | | (68 | ) | | (139 | ) |
| Net decrease in cash, cash equivalents, and restricted cash and cash equivalents | — |
| | (131 | ) | | (81 | ) | | (212 | ) |
| Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year | — |
| | 1,321 |
| | 1,596 |
| | 2,917 |
|
| Cash, cash equivalents, and restricted cash and cash equivalents at end of year | $ | — |
| | $ | 1,190 |
| | $ | 1,515 |
| | $ | 2,705 |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2017 |
| | | | | | | | | | | | | | | |
| | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidated |
| | (In millions) |
| Operating activities: | | | | | | | |
| Net cash provided by operating activities | $ | — |
| | $ | 1,312 |
| | $ | 533 |
| | $ | 1,845 |
|
| Investing activities: | | | | | | | |
| Capital expenditures, including internal-use software and website development | — |
| | (546 | ) | | (164 | ) | | (710 | ) |
| Purchases of investments | — |
| | (1,222 | ) | | (589 | ) | | (1,811 | ) |
| Sales and maturities of investments | — |
| | 875 |
| | 221 |
| | 1,096 |
|
| Acquisitions, net of cash and restricted cash acquired | — |
| | (168 | ) | | (1 | ) | | (169 | ) |
| Transfers (to) from related parties | — |
| | (5 | ) | | 5 |
| | — |
|
| Other, net | — |
| | 7 |
| | 6 |
| | 13 |
|
| Net cash used in investing activities | — |
| | (1,059 | ) | | (522 | ) | | (1,581 | ) |
| Financing activities: | | | | | | | |
| Proceeds from issuance of long-term debt, net of debt issuance costs | 990 |
| | — |
| | — |
| | 990 |
|
| Purchases of treasury stock | (312 | ) | | — |
| | — |
| | (312 | ) |
| Payment of dividends to stockholders | (176 | ) | | — |
| | — |
| | (176 | ) |
| Proceeds from exercise of equity awards and employee stock purchase plan | 228 |
| | — |
| | 1 |
| | 229 |
|
| Changes in controlled subsidiaries, net | — |
| | — |
| | (18 | ) | | (18 | ) |
| Transfers (to) from related parties | (725 | ) | | 605 |
| | 120 |
| | — |
|
| Other, net | (5 | ) | | (15 | ) | | (5 | ) | | (25 | ) |
| Net cash provided by financing activities | — |
| | 590 |
| | 98 |
| | 688 |
|
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | — |
| | 36 |
| | 111 |
| | 147 |
|
| Net increase in cash, cash equivalents, and restricted cash and cash equivalents | — |
| | 879 |
| | 220 |
| | 1,099 |
|
| Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year | — |
| | 442 |
| | 1,376 |
| | 1,818 |
|
| Cash, cash equivalents, and restricted cash and cash equivalents at end of year | $ | — |
| | $ | 1,321 |
| | $ | 1,596 |
| | $ | 2,917 |
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2016
|
| | | | | | | | | | | | | | | |
| | Parent | | Guarantor Subsidiaries | | Non-Guarantor Subsidiaries | | Consolidated |
| | (In millions) |
| Operating activities: | | | | | | | |
| Net cash provided by operating activities | $ | — |
| | $ | 939 |
| | $ | 610 |
| | $ | 1,549 |
|
| Investing activities: | | | | | | | |
| Capital expenditures, including internal-use software and website development | — |
| | (635 | ) | | (114 | ) | | (749 | ) |
| Purchases of investments | — |
| | — |
| | (45 | ) | | (45 | ) |
| Sales and maturities of investments | — |
| | 38 |
| | 23 |
| | 61 |
|
| Acquisitions, net of cash acquired | — |
| | — |
| | (1 | ) | | (1 | ) |
| Transfers (to) from related parties | — |
| | (173 | ) | | 173 |
| | — |
|
| Other, net | — |
| | (50 | ) | | 66 |
| | 16 |
|
| Net cash provided by (used in) investing activities | — |
| | (820 | ) | | 102 |
| | (718 | ) |
| Financing activities: | | | | | | | |
| Proceeds from issuance of long-term debt, net of debt issuance costs | (2 | ) | | — |
| | — |
| | (2 | ) |
| Payment of HomeAway Convertible Notes | — |
| | (401 | ) | | — |
| | (401 | ) |
| Purchases of treasury stock | (456 | ) | | — |
| | — |
| | (456 | ) |
| Payment of dividends to stockholders | (150 | ) | | — |
| | — |
| | (150 | ) |
| Proceeds from exercise of equity awards and employee stock purchase plan | 141 |
| | — |
| | — |
| | 141 |
|
| Changes in controlled subsidiaries, net | — |
| | — |
| | 208 |
| | 208 |
|
| Transfers (to) from related parties | 468 |
| | (118 | ) | | (350 | ) | | — |
|
| Other, net | (1 | ) | | (2 | ) | | (28 | ) | | (31 | ) |
| Net cash used in financing activities | — |
| | (521 | ) | | (170 | ) | | (691 | ) |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | — |
| | (15 | ) | | (20 | ) | | (35 | ) |
| Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents | — |
| | (417 | ) | | 522 |
| | 105 |
|
| Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year | — |
| | 859 |
| | 854 |
| | 1,713 |
|
| Cash, cash equivalents, and restricted cash and cash equivalents at end of year | $ | — |
| | $ | 442 |
| | $ | 1,376 |
| | $ | 1,818 |
|