Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 28, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37429 | ||
Entity Registrant Name | EXPEDIA GROUP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-2705720 | ||
Entity Address, Address Line One | 1111 Expedia Group Way W | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98119 | ||
City Area Code | 206 | ||
Local Phone Number | 481-7200 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Smaller Reporting Company | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 23,665,358,000 | ||
Documents Incorporated by Reference | Document Parts Into Which Incorporated Portions of the definitive Proxy Statement for the 2022 Annual Meeting of Stockholders (Proxy Statement) Part III | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001324424 | ||
Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 150,230,905 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,523,452 | ||
The Nasdaq Global Select Market | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common stock, $0.0001 par value | ||
Trading Symbol | EXPE | ||
Security Exchange Name | NASDAQ | ||
New York Stock Exchange | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Expedia Group, Inc. 2.500% Senior Notes due 2022 | ||
Trading Symbol | EXPE22 | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Seattle, Washington |
Auditor Firm ID | 42 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Revenue | $ 8,598,000,000 | $ 5,199,000,000 | $ 12,067,000,000 | |
Costs and expenses: | ||||
Cost of revenue | [1] | 1,522,000,000 | 1,649,000,000 | 2,066,000,000 |
Selling and marketing | [1] | 4,221,000,000 | 2,527,000,000 | 6,060,000,000 |
Technology and content | [1] | 1,074,000,000 | 1,068,000,000 | 1,263,000,000 |
General and administrative | [1] | 705,000,000 | 589,000,000 | 807,000,000 |
Depreciation and amortization | 814,000,000 | 893,000,000 | 910,000,000 | |
Impairment of goodwill | 14,000,000 | 799,000,000 | 0 | |
Intangible and other long-term asset impairment | 6,000,000 | 175,000,000 | 0 | |
Legal reserves, occupancy tax and other | 1,000,000 | (13,000,000) | 34,000,000 | |
Restructuring and related reorganization charges | 55,000,000 | 231,000,000 | 24,000,000 | |
Operating income (loss) | 186,000,000 | (2,719,000,000) | 903,000,000 | |
Other income (expense): | ||||
Interest income | 9,000,000 | 18,000,000 | 59,000,000 | |
Interest expense | (351,000,000) | (360,000,000) | (173,000,000) | |
Loss on debt extinguishment | (280,000,000) | 0 | 0 | |
Gain (loss) on sale of business, net | 456,000,000 | (13,000,000) | 0 | |
Other, net | (58,000,000) | (77,000,000) | (14,000,000) | |
Total other expense, net | (224,000,000) | (432,000,000) | (128,000,000) | |
Income (loss) before income taxes | (38,000,000) | (3,151,000,000) | 775,000,000 | |
Provision for income taxes | 53,000,000 | 423,000,000 | (203,000,000) | |
Net income (loss) | 15,000,000 | (2,728,000,000) | 572,000,000 | |
Net (income) loss attributable to non-controlling interests | (3,000,000) | 116,000,000 | (7,000,000) | |
Net income (loss) attributable to Expedia Group, Inc. | 12,000,000 | (2,612,000,000) | 565,000,000 | |
Preferred stock dividend | (67,000,000) | (75,000,000) | 0 | |
Loss on redemption of preferred stock | (214,000,000) | 0 | 0 | |
Net income (loss) attributable to Expedia Group, Inc. common stockholders | $ (269,000,000) | $ (2,687,000,000) | $ 565,000,000 | |
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders: | ||||
Basic (in dollars per share) | $ (1.80) | $ (19) | $ 3.84 | |
Diluted (in dollars per share) | $ (1.80) | $ (19) | $ 3.77 | |
Shares used in computing earnings (loss) per share (000's): | ||||
Basic (in shares) | 149,734 | 141,414 | 147,194 | |
Diluted (in shares) | 149,734 | 141,414 | 149,884 | |
[1] | (1) Includes stock-based compensation as follows: Cost of revenue $ 22 $ 12 $ 12 Selling and marketing 96 48 45 Technology and content 117 69 74 General and administrative 183 76 110 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation | $ 418 | $ 205 | $ 241 |
Cost of revenue | |||
Stock-based compensation | 22 | 12 | 12 |
Selling and marketing | |||
Stock-based compensation | 96 | 48 | 45 |
Technology and content | |||
Stock-based compensation | 117 | 69 | 74 |
General and administrative | |||
Stock-based compensation | $ 183 | $ 76 | $ 110 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 15 | $ (2,728) | $ 572 |
Other comprehensive income (loss), net of tax | |||
Currency translation adjustments, net of taxes | (72) | 67 | (5) |
Net reclassification of foreign currency translation adjustments into total other expenses, net | 74 | 0 | 0 |
Other comprehensive income (loss), net of tax | 2 | 67 | (5) |
Comprehensive income (loss) | 17 | (2,661) | 567 |
Less: Comprehensive income (loss) attributable to non-controlling interests | (24) | (88) | (1) |
Less: Preferred stock dividend | 67 | 75 | 0 |
Less: Loss on redemption of preferred stock | 214 | 0 | 0 |
Comprehensive income (loss) attributable to Expedia Group, Inc. common stockholders | $ (240) | $ (2,648) | $ 568 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,111 | $ 3,363 |
Restricted cash and cash equivalents | 1,694 | 772 |
Short-term investments | 200 | 24 |
Accounts receivable, net of allowance of $65 and $101 | 1,264 | 701 |
Income taxes receivable | 85 | 120 |
Prepaid expenses and other current assets | 827 | 654 |
Total current assets | 8,181 | 5,634 |
Property and equipment, net | 2,180 | 2,257 |
Operating lease right-of-use assets | 407 | 574 |
Long-term investments and other assets | 1,450 | 671 |
Deferred income taxes | 766 | 659 |
Intangible assets, net | 1,393 | 1,515 |
Goodwill | 7,171 | 7,380 |
TOTAL ASSETS | 21,548 | 18,690 |
Current liabilities: | ||
Accounts payable, merchant | 1,333 | 602 |
Accounts payable, other | 688 | 496 |
Deferred merchant bookings | 5,688 | 3,107 |
Deferred revenue | 166 | 172 |
Income taxes payable | 16 | 50 |
Accrued expenses and other current liabilities | 824 | 979 |
Current maturities of long-term debt | 735 | 0 |
Total current liabilities | 9,450 | 5,406 |
Long-term debt, excluding current maturities | 7,715 | 8,216 |
Deferred income taxes | 58 | 67 |
Operating lease liabilities | 360 | 513 |
Other long-term liabilities | 413 | 462 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Additional paid-in capital | 14,229 | 13,566 |
Treasury stock — Common stock and Class B, at cost, Shares 131,813 and 130,767 | (10,262) | (10,097) |
Retained earnings (deficit) | (1,761) | (1,781) |
Accumulated other comprehensive income (loss) | (149) | (178) |
Total Expedia Group, Inc. stockholders’ equity | 2,057 | 1,510 |
Non-redeemable non-controlling interests | 1,495 | 1,494 |
Total stockholders’ equity | 3,552 | 3,004 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 21,548 | $ 18,690 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,600,000,000 | 1,600,000,000 |
Series A Preferred Stock | ||
Mezzanine Equity: | ||
Series A Preferred Stock: $.001 par value, Authorized shares: 100,000; Shares issued: 1,200 and 1,200, and shares outstanding: — and 1,200 | $ 0 | $ 1,022 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance | $ 65 | $ 101 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,600,000,000 | 1,600,000,000 |
Common stock, shares, issued (in shares) | 274,661,000 | 261,564,000 |
Common stock, shares, outstanding (in shares) | 150,125,000 | 138,074,000 |
Treasury stock (in shares) | 131,813,000 | 130,767,000 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 1,200,000 | 1,200,000 |
Preferred stock outstanding (in shares) | 0 | 1,200,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares, issued (in shares) | 12,800,000 | 12,800,000 |
Common stock, shares, outstanding (in shares) | 5,523,000 | 5,523,000 |
Treasury stock (in shares) | 7,300,000 | 7,300,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Liberty Expedia Holdings | Cumulative effect, period of adoption, adjustment | Series A Preferred Stock | Common stock | Common stockLiberty Expedia Holdings | Common stockClass B common stock | Additional paid-in capital | Additional paid-in capitalLiberty Expedia Holdings | Additional paid-in capitalSeries A Preferred Stock | Treasury stock - Common and Class B | Treasury stock - Common and Class BLiberty Expedia Holdings | Retained earnings (deficit) | Retained earnings (deficit)Cumulative effect, period of adoption, adjustment | Accumulated other comprehensive income (loss) | Non-redeemable non-controlling interest |
Beginning Balance, shares issued (in shares) at Dec. 31, 2018 | 231,492,986 | 12,799,999 | 97,158,586 | |||||||||||||
Beginning Balance at Dec. 31, 2018 | $ 5,651 | $ 6 | $ 0 | $ 0 | $ 9,549 | $ (5,742) | $ 517 | $ 6 | $ (220) | $ 1,547 | ||||||
Net income (excludes $2 of net loss attributable to redeemable non-controlling interest) | 574 | 565 | 9 | |||||||||||||
Net income (loss) | 572 | |||||||||||||||
Other comprehensive income (loss), net of taxes | (5) | 3 | (8) | |||||||||||||
Payment of dividends to common stockholders | (195) | (195) | ||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans (in shares) | 4,453,610 | |||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans | 301 | $ 0 | 301 | |||||||||||||
Withholding taxes for stock options | (2) | (2) | ||||||||||||||
Liberty Expedia Holdings transaction (in shares) | 20,745,181 | 23,876,671 | ||||||||||||||
Liberty Expedia Holdings transaction | $ (329) | $ 0 | $ 2,883 | $ (3,212) | ||||||||||||
Treasury stock activity related to vesting of equity instruments (in shares) | 295,185 | |||||||||||||||
Treasury stock activity related to vesting of equity instruments | $ (36) | $ (36) | ||||||||||||||
Stock repurchases (in shares) | 5,600,000 | 5,562,083 | ||||||||||||||
Stock repurchased, value | $ (683) | $ (683) | ||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests | (14) | (14) | ||||||||||||||
Other changes in ownership of non-controlling interests | 22 | 1 | 21 | |||||||||||||
Stock-based compensation expense | 246 | 246 | ||||||||||||||
Ending Balance, shares issued (in shares) at Dec. 31, 2019 | 256,691,777 | 12,799,999 | 126,892,525 | |||||||||||||
Ending Balance at Dec. 31, 2019 | 5,536 | $ 0 | $ 0 | 12,978 | $ (9,673) | 879 | (217) | 1,569 | ||||||||
Net income (loss) | (2,728) | (2,612) | (116) | |||||||||||||
Other comprehensive income (loss), net of taxes | 67 | 39 | 28 | |||||||||||||
Payment of dividends to common stockholders | (48) | (48) | ||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans (in shares) | 4,872,135 | |||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans | 319 | $ 0 | 319 | |||||||||||||
Treasury stock activity related to vesting of equity instruments (in shares) | 489,263 | |||||||||||||||
Treasury stock activity related to vesting of equity instruments | $ (54) | $ (54) | ||||||||||||||
Stock repurchases (in shares) | 3,400,000 | 3,364,119 | ||||||||||||||
Stock repurchased, value | $ (370) | $ (370) | ||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests | 4 | 4 | ||||||||||||||
Other changes in ownership of non-controlling interests | 17 | 4 | 13 | |||||||||||||
Stock-based compensation expense | 225 | 225 | ||||||||||||||
Payment of preferred dividends | (75) | (75) | ||||||||||||||
Common stock warrants, net of issuance costs | 110 | 110 | ||||||||||||||
Other | 1 | 1 | ||||||||||||||
Other (in shares) | 20,630 | |||||||||||||||
Ending Balance, shares issued (in shares) at Dec. 31, 2020 | 261,563,912 | 12,799,999 | 130,766,537 | |||||||||||||
Ending Balance at Dec. 31, 2020 | $ 3,004 | $ 0 | $ 0 | 13,566 | $ (10,097) | (1,781) | (178) | 1,494 | ||||||||
Payment of preferred dividends (in dollars per share) | $ 62.47 | |||||||||||||||
Net income (loss) | $ 15 | 12 | 3 | |||||||||||||
Other comprehensive income (loss), net of taxes | 2 | 29 | (27) | |||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans (in shares) | 8,031,432 | |||||||||||||||
Proceeds from exercise of equity instruments and employee stock purchase plans | 503 | 503 | ||||||||||||||
Withholding taxes for stock options | (20) | (20) | ||||||||||||||
Treasury stock activity related to vesting of equity instruments (in shares) | 1,046,227 | |||||||||||||||
Treasury stock activity related to vesting of equity instruments | (165) | $ (165) | ||||||||||||||
Adjustment to the fair value of redeemable non-controlling interests | 8 | 8 | ||||||||||||||
Other changes in ownership of non-controlling interests | 21 | (4) | 25 | |||||||||||||
Stock-based compensation expense | 465 | 465 | ||||||||||||||
Payment of preferred dividends | (67) | $ (67) | ||||||||||||||
Loss on redemption of preferred stock | (214) | $ (214) | ||||||||||||||
Ending Balance, shares issued (in shares) at Dec. 31, 2021 | 274,660,725 | 12,799,999 | 131,812,764 | |||||||||||||
Ending Balance at Dec. 31, 2021 | $ 3,552 | $ 0 | $ 0 | $ 14,229 | $ (10,262) | $ (1,761) | $ (149) | $ 1,495 | ||||||||
Payment of preferred dividends (in dollars per share) | $ 74.96 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Net income (loss) attributable to redeemable noncontrolling interest | $ | $ 2 |
Dividends declared per common share (in dollars per share) | $ / shares | $ 1.32 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net income (loss) | $ 15 | $ (2,728) | $ 572 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation of property and equipment, including internal-use software and website development | 715 | 739 | 712 |
Amortization of stock-based compensation | 418 | 205 | 241 |
Amortization of intangible assets | 99 | 154 | 198 |
Intangible and other long-term asset impairment | 20 | 974 | 0 |
Deferred income taxes | (145) | (488) | (91) |
Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net | 105 | 2 | (5) |
Realized (gain) loss on foreign currency forwards | 16 | (80) | (22) |
(Gain) loss on minority equity investments, net | 29 | 142 | (8) |
Loss on debt extinguishment | 280 | 0 | 0 |
(Gain) loss on sale of business, net | (456) | 13 | 0 |
Provision for credit losses and other, net | 32 | 135 | (21) |
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: | |||
Accounts receivable | (721) | 1,781 | (368) |
Prepaid expenses and other assets | (224) | (188) | (193) |
Accounts payable, merchant | 777 | (1,320) | 224 |
Accounts payable, other, accrued expenses and other liabilities | 138 | (400) | 254 |
Tax payable/receivable, net | 10 | (57) | (23) |
Deferred merchant bookings | 2,642 | (2,576) | 1,342 |
Deferred revenue | (2) | (142) | (45) |
Net cash provided by (used in) operating activities | 3,748 | (3,834) | 2,767 |
Investing activities: | |||
Capital expenditures, including internal-use software and website development | (673) | (797) | (1,160) |
Purchases of investments | (201) | (685) | (1,346) |
Sales and maturities of investments | 23 | 1,161 | 852 |
Cash and restricted cash divested from sale of business, net of proceeds | (60) | (21) | 0 |
Other, net | (20) | 79 | 101 |
Net cash used in investing activities | (931) | (263) | (1,553) |
Financing activities: | |||
Revolving credit facility borrowings | 0 | 2,672 | 0 |
Revolving credit facility repayments | 0 | (2,672) | 0 |
Proceeds from issuance of long-term debt, net of issuance costs | 1,964 | 3,945 | 1,231 |
Payment of long-term debt | (1,706) | (750) | 0 |
Debt extinguishment costs | (258) | 0 | 0 |
Payment of Liberty Expedia Exchangeable Debentures | 0 | 0 | (400) |
Net proceeds from issuance of preferred stock and warrants | 0 | 1,132 | 0 |
Redemption of preferred stock | (1,236) | 0 | 0 |
Purchases of treasury stock | (165) | (425) | (743) |
Payment of dividends to common and preferred stockholders | (67) | (123) | (195) |
Proceeds from exercise of equity awards and employee stock purchase plan | 503 | 319 | 301 |
Other, net | (8) | (21) | (19) |
Net cash provided by (used in) financing activities | (973) | 4,077 | 175 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents | (177) | 61 | 3 |
Net increase in cash, cash equivalents and restricted cash and cash equivalents | 1,667 | 41 | 1,392 |
Cash, cash equivalents and restricted cash and cash equivalents at beginning of year | 4,138 | 4,097 | 2,705 |
Cash, cash equivalents and restricted cash and cash equivalents at end of year | 5,805 | 4,138 | 4,097 |
Supplemental cash flow information | |||
Cash paid for interest | 342 | 313 | 157 |
Income tax payments, net | $ 74 | $ 108 | $ 304 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Description of Business Expedia Group, Inc. and its subsidiaries provide travel products and services to leisure and corporate travelers in the United States and abroad as well as various media and advertising offerings to travel and non-travel advertisers. These travel products and services are offered through a diversified portfolio of brands including: Brand Expedia®, Hotels.com®, Expedia® Partner Solutions, Vrbo®, trivago®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, CarRentals.com™, Expedia Cruises TM , 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. COVID-19 The COVID-19 pandemic has severely restricted the level of economic activity around the world, had an unprecedented effect on the global travel industry and materially and negatively impacted our business, financial results and financial condition. Since the first quarter of 2020, the governments of many countries, states, cities and other geographic regions have implemented, and continue to implement, a variety of containment measures, including travel restrictions, bans and advisories, instructions to practice social distancing, curfews, quarantine advisories, including quarantine restrictions after travel in certain locations, “shelter-in-place” orders, required closures of non-essential businesses, vaccination mandates or requirements for businesses to confirm employees’ vaccination status, and other restrictions. While the process of vaccinating their residents against COVID-19 is underway in many countries, with various levels of success, the large scale and challenging logistics of distributing the vaccines, the unavailability of vaccines in many regions, the impact of vaccine hesitancy, as well as uncertainty over the efficacy of the vaccine against new variants of the virus, may all contribute to delays in economic recovery, particularly for the travel industry. Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward. Basis of Presentation 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 or at fair value. 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. Since revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future. Impacts from COVID-19 disrupted our typical seasonal pattern for bookings, revenue, profit and cash flows during 2020 and 2021. Significantly higher cancellations and reduced booking volumes, particularly in the first half of 2020, resulted in material operating losses and negative cash flow. Although travel volumes remain materially lower than historic levels, booking and travel trends improved during the second half of 2020, and in 2021. This resulted in working capital benefits and positive |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 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. trivago is a separately listed company on the Nasdaq Global Select Market and, therefore, is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group, Inc. 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 and provisions for credit losses, customer refunds and chargebacks. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Reclassifications We have reclassified prior period financial statements to conform to the current period presentation. During the first quarter of 2021, we centralized the management of our licensing and maintenance costs and reclassified certain expenses to technology and content expense from within our other operating expense line items on our consolidated statements of operations. The following table presents a summary of the amounts as reported and as reclassified in our consolidated statements of operations for the years ended December 31, 2020 and 2019: Year ended Year ended As reported As reclassified As reported As reclassified (In millions) Cost of revenue $ 1,680 $ 1,649 $ 2,077 $ 2,066 Selling and marketing 2,546 2,527 6,078 6,060 Technology and content 1,010 1,068 1,226 1,263 General and administrative 597 589 815 807 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. In addition, Vrbo also 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 19 — Segment Information for revenue by business model and service type. Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and Vrbo subscription-based listing services model. 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. Merchant and Agency Vrbo Alternative Accommodations. Vrbo's lodging revenue is generally earned on a pay-per-booking basis, which can be either merchant or agency bookings depending on the nature of the payment processor. 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 Vrbo 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. Vrbo also charges a traveler service fee at the time of booking. The service fee charged to travelers provides compensation for Vrbo's services, including but not limited to the use of Vrbo'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. Subscription-based Listing Services. To a lesser extent, Vrbo's lodging revenue is also earned on a pay-per-subscription basis. 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. Merchant and Agency Air. We record revenue on air transactions when the traveler books the transaction, as we do not typically 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. Revenue from other ancillary alternative accommodation services or products are recorded either upon delivery or when we provide the service. 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. Prepaid Merchant Bookings. We classify payments made to suppliers in advance of Vrbo performance obligations as prepaid merchant bookings included within prepaid and other current assets. Prepaid merchant bookings was $581 million as of December 31, 2021 and $389 million as of December 31, 2020. Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At December 31, 2020, $2.3 billion of advance cash payments was reported within deferred merchant bookings, $1.7 billion of which was recognized resulting in $301 million of revenue during the year ended December 31, 2021 with the remainder primarily consisting of cancellations during the year. At December 31, 2021, the related balance was $4.9 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 various 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. The majority of rewards expected to be redeemed are recognized within one of which was recognized as revenue during the year ended December 31, 2021. At December 31, 2021, the related balance was $798 million. Deferred Revenue. Deferred revenue primarily consists of unearned subscription revenue as well as deferred advertising revenue. At December 31, 2020, $172 million was recorded as deferred revenue, $105 million of which was recognized as revenue during the year ended December 31, 2021. At December 31, 2021, the related balance was $166 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 U.S. treasury securities, money market funds and term deposit investments, with maturities of three months or less when purchased. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to certain traveler deposits and to a lesser extent collateral for office leases. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows: December 31, 2021 2020 (in millions) Cash and cash equivalents $ 4,111 $ 3,363 Restricted cash and cash equivalents 1,694 772 Restricted cash included within long-term investments and other assets — 3 Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow $ 5,805 $ 4,138 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, other than minority equity investments, classified as available-for-sale are recorded at fair value with unrealized holding gains and losses recorded, net of tax, as a component of accumulated other comprehensive income ("OCI"). Realized gains and losses from the sale of available-for-sale investments, if any, are determined on a specific identification basis. 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. Minority equity investments with either readily determinable fair values, such as our investment in Despegar.com Corp ("Despegar"), or for which we have elected to apply the fair value option, such as our indirect investment in American Express Global Business Travel ("GBT"), are measured at fair value on a recurring basis with changes in fair value recorded through net income or loss. Minority investments without readily determinable fair values, for which we have not elected to measure at fair value, are measured using the equity method, or measured at cost with observable price changes reflected through net income or loss. 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 of minority equity investments 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 expected uncollectible amounts. We consider accounts outstanding longer than the contractual payment terms as past due. The risk characteristics we generally review when analyzing our accounts receivable pools primarily include the type of receivable (for example, credit card vs hotel collect), collection terms and historical or expected credit loss patterns. For each pool, we make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded as cost of revenue in our consolidated statements of operations. 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 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. Leases We determine if an arrangement is a lease at inception. Operating leases are primarily for office space and data centers and are included in operating lease right-of-use ("ROU") assets, accrued expenses and other current liabilities, and operating lease liabilities on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For operating leases with a term of one year or less, we have elected to not recognize a lease liability or ROU asset on our consolidated balance sheet. Instead, we recognize the lease payments as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to our consolidated statements of operations and cash flows. We have office space and data center lease agreements with insignificant non-lease components and have elected the practical expedient to combine and account for lease and non-lease components as a single lease component. 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, except for trivago, which is a separately listed company on the Nasdaq Global Select Market, 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. The fair value of the trivago reporting unit was based on trivago's stock price, a Level 1 input, adjusted for an estimated control premium. 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 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, 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. We had no redeemable non-controlling interests as of December 31, 2021 and $13 million of redeemable non-controlling interests, which were included within other long-term liabilities, as of December 31, 2020. 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. 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 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. We account for the global intangible low-tax income (“GILTI”) earned by our foreign subsidiaries included in gross U.S. taxable income in the period incurred. 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, 2021 and 2020, 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 po |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 3 — Fair Value Measurements Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 are classified using the fair value hierarchy in the table below: Total Level 1 Level 2 Level 3 (In millions) Assets Cash equivalents: Money market funds $ 47 $ 47 $ — $ — Mutual funds 23 23 — — Term deposits 153 — 153 — Derivatives: Foreign currency forward contracts 3 — 3 — Investments: Term deposits 200 — 200 — Equity investments 909 94 — 815 Total assets $ 1,335 $ 164 $ 356 $ 815 Financial assets measured at fair value on a recurring basis as of December 31, 2020 are classified using the fair value hierarchy in the table below: Total Level 1 Level 2 (In millions) Assets Cash equivalents: Money market funds $ 147 $ 147 $ — Term deposits 49 — 49 U.S. treasury securities 150 150 — Investments: Term deposits 24 — 24 Equity investments 123 123 — Total assets $ 493 $ 420 $ 73 Liabilities Derivatives: Foreign currency forward contracts $ 14 $ — $ 14 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. We hold term deposit investments with financial institutions. Term deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments. As of December 31, 2021 and 2020, our cash and cash equivalents consisted primarily of term deposits, money market funds and U.S. treasury securities with maturities of three months or less and bank account balances. Our equity investments include our marketable equity investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets. During the years ended December 31, 2021, 2020, and 2019, we recognized a loss of approximately $29 million, a loss of approximately $6 million, and a gain of approximately $10 million, respectively, within other, net in our consolidated statements of operations related to the fair value changes of this equity investment. 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, 2021, we were party to outstanding forward contracts hedging our liability exposures with a total net notional value of $1.7 billion. As of December 31, 2021 and 2020, we had net forward assets of $3 million ($12 million gross forward asset) recorded in prepaid expenses and other current assets and $14 million ($23 million gross forward liability) recorded in accrued expenses and other current liabilities. We recorded $1 million, $74 million and $(8) million in net gains (losses) from foreign currency forward contracts in 2021, 2020 and 2019. The following table reconciles, in millions, the beginning and ending balances of Level 3 equity investment in GBT for which we have elected the fair value option. There was no internal movements to or from Level 3 from Level 1 or 2 for the year ended December 31, 2021. Balance at December 31, 2020 $ — Additions 815 Balance at December 31, 2021 $ 815 In connection with our disposition of Egencia as discussed in NOTE 16 – Acquisitions and Divestiture, we received an indirect equity interest in GBT. The initial fair value estimate as of November 1 , 2021 was based on a blended analysis of the present value of future discounted cash flows and market value approach, Level 3 inputs. The unobservable inputs used in the discounted cash flows model included projected EBITDA margin growth rates of approximately 24%, a long term growth rate of 2.5%, and a weighted average cost of capital of 9%. Our significant estimates in the market approach model included identifying similar companies with comparable business factors that could be reasonably considered investment alternatives and assessing comparable valuation multiples while applying a control premium in estimating the fair value of the investment. The unobservable inputs to the market approach included a revenue multiple of 3.5x and a control premium of 20%. Significant increases or decreases in the inputs to the discounted cash flow or market value approach would result in a significant higher or lower fair value measurements. As of December 31, 2021, we concluded that there was no change in valuation. Assets Measured at Fair Value on a Non-recurring Basis Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. We measure our minority investments that do not have readily determinable fair values at cost less impairment, adjusted by observable price changes with changes recorded within other, net on our consolidated statements of operations. Goodwill . During 2021, we recognized a goodwill impairment charge of $14 million in our B2B segment resulting from valuing a component of our Egencia reporting unit that remained after the sale on November 1, 2021. During 2020, due to the severe and persistent negative effect COVID-19 had on global economies, the travel industry and our business, as well as the uncertainty and high variability in anticipated versus actual rates of recovery, in addition to our annual assessment on October 1, 2020, we deemed it necessary to perform various interim assessments of goodwill. As a result of assessments during 2020, we recognized goodwill impairment charges of $799 million, of which $559 million related to our Retail segment, primarily our Vrbo reporting unit, and $240 million related to our trivago segment. Our assessments compared the fair value of the reporting units to their carrying value. The fair value estimates for all reporting units, except trivago, were based on a blended analysis of the present value of future discounted cash flows and market value approach, Level 3 inputs. The significant estimates used in the discounted cash flows model included our weighted average cost of capital, projected cash flows and the long-term rate of growth. Our assumptions were based on the actual historical performance of the reporting unit and took into account operating result trends, the anticipated duration of COVID-19 impacts and rates of recovery, and implied risk premiums based on market prices of our equity and debt as of the assessment dates. Our significant estimates in the market approach model included identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit. The fair value estimate for the trivago reporting unit was based on trivago’s stock price, a Level 1 input, adjusted for an estimated control premium. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as goodwill impairment charges during 2020. As of December 31, 2020, the applicable reporting units within our Retail segment had $2.3 billion goodwill remaining after the impairments incurred in 2020 and our trivago segment had $337 million goodwill remaining. Intangible and Long-term Assets. During 2021, we recognized long-term asset impairment charges of $6 million in our B2B segment resulting from the write-off of capitalized software of a component of our Egencia reporting unit that remained after the sale on November 1, 2021. During 2020, we recognized intangible asset impairment charges of $175 million within our Retail segment, of which $119 million related to indefinite-lived trade names that resulted from changes in estimated future revenues of the related brands as well as $35 million related to definite-lived intangible assets and $21 million related to other long-lived assets. The indefinite-lived intangible assets, classified as Level 3 measurements, were valued using the relief-from-royalty method, which includes unobservable inputs, including projected revenues and royalty rates, which ranged from 2% to 8% with a weighted average royalty rate of 7%. For definite-lived intangible assets, classified as Level 3 measurements, we compared the estimated future, net undiscounted cash flows, which included key inputs such as rates of growth and profitability of our business as well as incremental net working capital, to the long-lived asset’s carrying amount. During 2020, we met the criteria to recognize certain smaller businesses within our Retail segment as held-for-sale. As such, we remeasured the disposal groups at fair value, less costs to sell, which is considered a Level 3 measurement and was based on each transaction’s estimated consideration as of the date of close. The full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will continue to unfold (in general and versus our expectations) for global economies, the travel industry or our business. Additionally, as the stock of our trivago segment is publicly traded, it is difficult to predict market dynamics and the extent or duration of any stock price declines. As a result, we may continue to record impairment charges in the future due to the potential long-term economic impact and near-term financial impacts of the COVID-19 pandemic. Minority Investments without Readily Determinable Fair Values. As of both December 31, 2021 and 2020, the carrying values of our minority investments without readily determinable fair values totaled $330 million. During 2021, we had no material gains or losses recognized related to these minority investments. During 2020, we recorded $134 million of losses related to a minority investment, which had recent observable and orderly transactions for similar investments, using an option pricing model that utilizes judgmental inputs such as discounts for lack of marketability and estimated exit event timing. During 2019, we recorded $2 million of losses related to the minority investments. As of December 31, 2021, total cumulative adjustments made to the initial cost basis of these investments included $2 million in unrealized upward adjustments and $105 million in unrealized downward adjustments (including impairments). |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 — Property and Equipment, Net Our property and equipment consists of the following: December 31, 2021 2020 (In millions) Capitalized software development $ 2,892 $ 3,374 Computer equipment 351 617 Furniture and other equipment 106 128 Buildings and leasehold improvements 1,220 1,230 Land 146 146 4,715 5,495 Less: accumulated depreciation (2,568) (3,289) Projects in progress 33 51 Property and equipment, net $ 2,180 $ 2,257 As of December 31, 2021 and 2020, our recorded capitalized software development costs, net of accumulated amortization, which have been placed in service were $895 million and $898 million. For the years ended December 31, 2021, 2020 and 2019, we recorded amortization of capitalized software development costs of $588 million, $593 million and $556 million included in depreciation and amortization expense. As of December 31, 2021, 2020 and 2019, we had $4 million, $9 million and $34 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 5 – Leases We have operating leases for office space and data centers. Our leases have remaining lease terms of one year to 16 years, some of which include options to extend the leases for up to ten years, and some of which include options to terminate the leases within one year. Operating lease costs were $119 million, $159 million and $170 million for the years ended December 31, 2021, 2020 and 2019, respectively. Supplemental cash flow information related to leases were as follows: Year ended 2021 2020 2019 (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating lease payments $ 151 $ 139 $ 152 Right-of-use assets obtained in exchange for lease obligations: Operating leases 30 117 183 Supplemental consolidated balance sheet information related to leases were as follows: December 31, 2021 December 31, 2020 (in millions) Operating lease right-of-use assets $ 407 $ 574 Current lease liabilities, included within Accrued expenses and other current liabilities $ 77 $ 126 Long-term lease liabilities, included within Operating lease liabilities 360 513 Total operating lease liabilities $ 437 $ 639 Weighted average remaining lease term 8.1 years 8.8 years Weighted average discount rate 3.5 % 3.6 % Maturities of lease liabilities are as follows: Operating Leases (in millions) Year ending December 31, 2022 $ 91 2023 77 2024 57 2025 49 2026 46 2027 and thereafter 184 Total lease payments 504 Less: imputed interest (67) Total $ 437 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 6 — Goodwill and Intangible Assets, Net The following table presents our goodwill and intangible assets as of December 31, 2021 and 2020: December 31, 2021 2020 (In millions) Goodwill $ 7,171 $ 7,380 Intangible assets with indefinite lives 1,166 1,183 Intangible assets with definite lives, net 227 332 $ 8,564 $ 8,895 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 an impairment may have occurred. During 2021, we recognized a goodwill impairment charge of $14 million. During 2020, due to the severe and persistent negative effect COVID-19 had on global economies, the travel industry and our business, as well as the uncertainty and high variability in anticipated versus actual rates of recovery, in addition to our annual assessment, we deemed it necessary to perform various interim assessments of goodwill and intangible assets. As a result of these assessments, we recognized goodwill impairment charges of $799 million, of which $559 million related to our Retail segment, primarily our Vrbo reporting unit, and $240 million related to our trivago segment. We also incurred impairment charges of $175 million related to intangible assets with both indefinite-lives and definite lives, primarily within our Retail segment. During 2019, we had no impairments of goodwill or intangible assets with indefinite-lives. Goodwill. The following table presents the changes in goodwill by reportable segment: Retail B2B trivago Total (In millions) Balance as of January 1, 2020 $ 7,049 $ 529 $ 549 $ 8,127 Impairment charges (559) — (240) (799) Foreign exchange translation and other 15 9 28 52 Balance as of December 31, 2020 6,505 538 337 7,380 Impairment charges — (14) — (14) Additions — — 5 5 Deductions (34) (167) — (201) Foreign exchange translation and other (9) 37 (27) 1 Balance as of December 31, 2021 $ 6,462 $ 394 $ 315 $ 7,171 As of December 31, 2021, accumulated goodwill impairment losses in total were $3.3 billion, of which $3.0 billion was associated with our Retail segment, $240 million was associated with our trivago segment and $14 million associated with our B2B segment. As of December 31, 2020, accumulated goodwill impairment losses in total were $3.4 billion, of which $3.1 billion was associated with our Retail segment and $240 million was associated with our trivago 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, 2021 and 2020: December 31, 2021 December 31, 2020 Cost Accumulated Net Cost Accumulated Net (In millions) Customer relationships $ 565 $ (502) $ 63 $ 638 $ (540) $ 98 Supplier relationships 626 (564) 62 661 (556) 105 Domain names 164 (133) 31 173 (133) 40 Other 1,016 (945) 71 1,075 (986) 89 Total $ 2,371 $ (2,144) $ 227 $ 2,547 $ (2,215) $ 332 Amortization expense was $99 million, $154 million and $198 million for the years ended December 31, 2021, 2020 and 2019. The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2021, assuming no subsequent impairment of the underlying assets, is as follows, in millions: 2022 $ 85 2023 53 2024 49 2025 33 2026 7 2027 and thereafter — Total $ 227 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 7 — Debt The following table sets forth our outstanding debt: December 31, 2021 2020 (In millions) 2.5% (€650 million) senior notes due 2022 $ 735 $ 798 3.6% senior notes due 2023 497 496 4.5% senior notes due 2024 498 497 6.25% senior notes due 2025 1,033 1,972 7.0% senior notes due 2025 — 740 5.0% senior notes due 2026 745 744 0% convertible senior notes due 2026 986 — 4.625% senior notes due 2027 744 743 3.8% senior notes due 2028 994 993 3.25% senior notes due 2030 1,235 1,233 2.95% senior notes due 2031 983 — Long-term debt (1) 8,450 8,216 Current maturities of long-term debt (735) — Long-term debt, excluding current maturities $ 7,715 $ 8,216 ___________________________________ (1) Net of applicable discounts and debt issuance costs. Outstanding Debt During 2021, we took a number of actions to reduce our cost of capital, including extinguishing higher cost debt issued in the prior year as well as issuing new debt with more favorable terms. Extinguishment of Debt. During 2021, we used the net proceeds from the February and March 2021 private placements discussed below, to (i) finance a redemption of all of our outstanding 7.0% senior notes due 2025 (the “7.0% Notes”), (ii) finance a tender offer for a portion of our issued and outstanding 6.25% senior notes due 2025 (the “6.25% Notes”) and (iii) to pay fees and expenses related to the foregoing. On March 3, 2021, we completed the redemption of all of our outstanding 7.0% Notes as well as settled the tender offer to purchase $956 million in aggregate principal of our 6.25% Notes, which resulted in the recognition of a loss on debt extinguishment of $280 million during the year ended December 31, 2021. This loss primarily reflected the payment of early payment premiums and fees associated with the tender offer as well as the write-off of unamortized debt issuance costs. The cash payments related to the debt extinguishment were classified as cash outflows from financing activities on the consolidated statement of cash flows and were $258 million during the year ended December 31, 2021, which reflected the $280 million loss on debt extinguishment adjusted for the non-cash write-off of debt issuance costs of approximately $23 million. In addition, we paid accrued and unpaid interest on the 7.0% and tendered portion of the 6.25% Notes up to the date of settlement. February 2021 Convertible Senior Notes Private Placement. On February 19, 2021, we completed our private placement of $1 billion aggregate principal amount of unsecured 0% convertible senior notes due 2026 (the “Convertible Notes”). The net proceeds from the issuance of the Convertible Notes was approximately $983 million after deducting debt issuance costs. The Convertible Notes are unsecured, unsubordinated obligations and rank equally in right of payment with each other and with all of our existing and future unsecured and unsubordinated obligations, including our existing senior notes. The Convertible Notes are fully and unconditionally guaranteed by the subsidiary guarantors, which include each domestic subsidiary that is a borrower under or guarantees the obligations under our existing senior secured credit agreement. So long as the guarantees are in effect, each subsidiary guarantor’s guarantee will be the unsecured, unsubordinated obligation of such subsidiary guarantor and will rank equally in right of payment with each other and with all of such subsidiary guarantor’s existing and future unsecured and unsubordinated obligations, including such subsidiary guarantor’s guarantees of our existing senior notes. The Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed or repurchased. The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete. The Convertible Notes have an initial conversion rate of 3.9212 shares of common stock of Expedia Group with a par value $0.0001 per share (referred to as “our common stock” herein), per $1,000 principal amount of Convertible Notes, which is equal to an initial conversion price of approximately $255.02 per share of our common stock. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends. At any time prior to the close of business on the business day immediately preceding November 15, 2025, holders may convert their Convertible Notes at their option only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price then in effect on each applicable trading day; • during the five five • if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the business day immediately prior to the redemption date, but only with respect to the Convertible Notes called for redemption (or deemed called for redemption); or • upon the occurrence of specified corporate events. Irrespective of the foregoing conditions, holders may convert their Convertible Notes on or after November 15, 2025 and prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Additionally, upon the occurrence of a corporate event that constitutes a “make-whole fundamental change” per the indenture, or if we call the Convertible Notes for redemption, and a holder elects to convert its Convertible Notes in connection with such make-whole fundamental change or during the related redemption period, as the case may be, such holder may be entitled to an increase in the conversion rate in certain circumstances as described in the indenture. Upon conversion, holders will receive cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. We may not redeem the Convertible Notes prior to February 20, 2024. On or after February 20, 2024 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, we may redeem for cash all or part of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, except as otherwise described in the indenture. The net carrying amount of the Convertible Notes as of December 31, 2021 was $986 million, which reflects the $1 billion in principal less unamortized debt issuance costs of $14 million. Interest expense related to the amortization of the debt issuance costs for the Convertible Notes was $3 million during the year ended December 31, 2021. March 2021 Senior Note Issuance. On March 3, 2021, we privately placed $1 billion of senior unsecured notes that are due in March 2031 that bear interest at 2.95%. In May 2021, we completed an offer to exchange these notes for registered notes having substantially the same financial terms and covenants as the original notes (the unregistered and registered notes collectively, the “2.95% Notes”). The 2.95% Notes were issued at a price of 99.081% of the aggregate principal amount. Interest is payable semi-annually in arrears in March and September of each year, beginning September 15, 2021, and the interest rate is subject to adjustment based on certain ratings events. We may redeem some or all of the 2.95% Notes at any time prior to December 15, 2030 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 2.95% Notes on or after December 15, 2030 at par plus accrued and unpaid interest, if any. The net proceeds from the issuance of the 2.95% Notes was approximately $982 million after deducting the discount and debt issuance costs. Previous Senior Note Issuances. In prior years, we issued the following senior notes, which are still outstanding as of December 31, 2021: • Euro 650 million of registered senior unsecured notes that are due in June 2022 that 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. • $500 million of privately placed senior unsecured notes that are due in December 2023 that bear interest at 3.6%. In May 2021, we completed an offer to exchange these notes for registered notes having substantially the same financial terms and covenants as the original notes (the unregistered and registered notes collectively, the “3.6% Notes”). The 3.6% Notes were issued at a price of 99.922% of the aggregate principal amount. Interest is payable semi-annually in arrears in June and December of each year. We may redeem some or all of the 3.6% Notes at any time prior to November 15, 2023 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 3.6% Notes on or after November 15, 2023 at par plus accrued and unpaid interest, if any. • $500 million of registered senior unsecured notes that are due in August 2024 that 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. • Approximately $1 billion of senior unsecured notes that are due in May 2025 that bear interest at 6.25% (the “6.25% Notes”), which reflects the March 2021 tender offer to purchase $956 million in aggregate principal discussed above. The 6.25% Notes were issued at a price of 100% of the aggregate principal amount. Interest is payable semi-annually in arrears in May and November of each year. We may redeem some or all of the 6.25% Notes at any time prior to February 1, 2025 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 6.25% Notes on or after February 1, 2025 at par plus accrued and unpaid interest, if any. • $750 million of registered senior unsecured notes that are due in February 2026 that 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. • $750 million of senior unsecured notes that are due in August 2027 that bear interest at 4.625%. In May 2021, we completed an offer to exchange these notes for registered notes having substantially the same financial terms and covenants as the original notes (the unregistered and registered notes collectively, the “4.625% Notes”). The 4.625% Notes were issued at a price of 99.997% of the aggregate principal amount. Interest is payable semi-annually in arrears in February and August of each year. We may redeem some or all of the 4.625% Notes at any time prior to May 1, 2027 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 4.625% Notes on or after May 1, 2027 at par plus accrued and unpaid interest, if any. • $1 billion of registered senior unsecured notes that are due in February 2028 that 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. • $1.25 billion of registered senior unsecured notes that are due in February 2030 and bear interest at 3.25% (the “3.25% Notes”). The 3.25% Notes were issued at 99.225% 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 3.25% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 3.25% Notes prior to November 15, 2029, 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 3.25% Notes on or after November 15, 2029, we may redeem them at a redemption price of 100% of the principal plus accrued interest. All of our outstanding senior notes (collectively the "Senior Notes") are senior unsecured obligations issued by Expedia Group and guaranteed by certain domestic Expedia Group subsidiaries. The Senior Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia Group and the guarantor subsidiaries. In addition, the Senior Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. The Senior Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest. Accrued interest related to the Senior Notes was $98 million and $110 million as of December 31, 2021 and 2020. Estimated Fair Value. The total estimated fair value of our Senior Notes was approximately $8.0 billion and $9.1 billion as of December 31, 2021 and 2020. Additionally, the estimated fair value of the Convertible Notes was $1.2 billion as of December 31, 2021. The fair value was determined based on quoted market prices in less active markets and is categorized according as Level 2 in the fair value hierarchy. Credit Facilities Revolving Credit Facility. As of December 31, 2021, Expedia Group maintained a $1.145 billion revolving credit facility with a group of lenders that expires on May 31, 2023 (the “Revolving Credit Facility”). Obligations under the Revolving Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries that guarantee the facility (subject to certain exceptions, including for our headquarters located in Seattle, WA) up to the maximum amount permitted under the indentures governing the Senior Notes without securing such Senior Notes. Loans under the Revolving Credit Facility bear interest at a per annum rate equal to an index rate plus a margin depending on the Company's credit ratings (A) in the case of eurocurrency loans ranging from 1.00% to 1.75% , and (B) in the case of base rate loans, at rates ranging from 0.00% to 0.75%. The Revolving Credit Facility contains certain financial covenants, including a leverage ratio test. As of December 31, 2021 and 2020, we had no Revolving Credit Facility borrowings outstanding. The amount of stand-by letters of credit (“LOC”) issued under the Revolving Credit Facility reduced the credit amount available. As of December 31, 2021 and 2020, there was $14 million and $13 million of outstanding stand-by LOCs issued under the facility. Foreign Credit Facility . As of December 31, 2021, the Company and Expedia Group International Holdings III, LLC (the “Borrower”) also maintained an $855 million credit facility with a group of lenders that expires on May 31, 2023 (the “Foreign Credit Facility”). Obligations under the Foreign Credit Facility are unsecured. Such obligations are guaranteed by the Company, its subsidiaries that guarantee obligations under the Revolving Credit Facility, as mentioned above, and certain of the Company’s additional subsidiaries. Loans under the Foreign Credit Facility bear interest at a per annum rate equal to an index rate plus a margin depending on the Company’s credit ratings (A) in the case of eurocurrency loans, ranging from 1.25% to 2.00%, and (B) in the case of base rate loans, ranging from 0.25% to per 1.00%. The covenants, events of default and other terms and conditions in the Foreign Credit Facility are substantially similar to those in the Revolving Credit Facility, but include additional limitations on the Borrower and certain other entities that are not obligors under the Revolving Credit Facility. As of December 31, 2021 and 2020, we had no Foreign Credit Facility borrowings outstanding. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit PlansOur 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 $68 million, $63 million and $81 million for the years ended December 31, 2021, 2020 and 2019. |
Stock-Based Awards and Other Eq
Stock-Based Awards and Other Equity Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Awards and Other Equity Instruments | 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, such as PSUs, to directors, officers, employees and consultants. As of December 31, 2021, we had approximately 9 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. The following table presents a summary of RSU activity: RSUs Weighted Average (In thousands) Balance as of December 31, 2020 5,037 102.69 Granted 5,232 163.60 Vested (3,209) 124.86 Cancelled (1,238) 125.65 Balance as of December 31, 2021 5,822 140.33 The total market value of shares vested during the years ended December 31, 2021, 2020 and 2019 was $503 million, $172 million and $117 million. The following table presents a summary of PSU activity: PSUs Weighted Average (In thousands) Balance as of December 31, 2020 248 86.33 Granted 216 192.50 Vested (4) 87.90 Cancelled (80) 150.19 Balance as of December 31, 2021 380 133.42 The following table summarizes the estimated vesting, as of December 31, 2021, of PSUs granted in 2021 and 2020, net of forfeiture and vesting since the respective grant dates: Performance Share Units, by grant year 2021 2020 (In thousands) Shares probable to be issued 66 314 Shares not subject to the achievement of minimum performance thresholds — 92 Shares that could be issued if maximum performance thresholds are met 341 314 The following table presents a summary of our stock option activity: Options Weighted Average Remaining Aggregate (In thousands) (In years) (In millions) Balance as of December 31, 2020 8,696 105.75 Granted 2,275 157.18 Exercised (4,968) 103.11 Cancelled (812) 116.29 Balance as of December 31, 2021 5,191 129.17 4.0 $ 268 Exercisable as of December 31, 2021 2,146 108.10 2.0 156 Vested and expected to vest after December 31, 2021 5,191 129.17 4.0 268 The aggregate intrinsic value of outstanding options shown in the stock option activity table above represents the total pretax intrinsic value at December 31, 2021, based on our closing stock price of $180.72 as of the last trading date in 2021. The total intrinsic value of stock options exercised was $302 million, $74 million and $145 million for the years ended December 31, 2021, 2020 and 2019. The fair value of stock options granted during the year ended December 31, 2021 were estimated at the date of grant using the Black-Scholes option-pricing model, assuming the following weighted average assumptions: Risk-free interest rate 0.82 % Expected volatility 42.64 % Expected life (in years) 5.13 Dividend yield — % Weighted-average estimated fair value of options granted during the year $ 60.39 There were no options granted during 2020 and options granted in 2019 were immaterial. In 2021, 2020 and 2019, we recognized total stock-based compensation expense of $418 million, $205 million and $241 million. The total income tax benefit related to stock-based compensation expense was $157 million, $44 million and $55 million for 2021, 2020 and 2019. We capitalized $68 million, $36 million and $30 million of stock-based compensation expense associated with the cost of developing internal-use software in 2021, 2020 and 2019. Cash received from stock-based award exercises for the years ended December 31, 2021 and 2020 was $476 million and $301 million. Total current income tax benefits during the years ended December 31, 2021 and 2020 associated with the exercise of stock-based awards held by our employees were $28 million and $1 million. As of December 31, 2021, there was approximately $881 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 2.92 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 were allowed to contribute up to 15% of their base compensation. During 2021, 2020 and 2019, approximately 194,000, 212,000, and 171,000 shares were purchased under this plan for an average price of $135.38, $84.89 and $99.41 per share. During 2021, our Board of Directors approved an increase in the number of shares reserved for issuance under the ESPP of 1 million shares. As of December 31, 2021, we have reserved approximately 1.2 million shares of our common stock for issuance under the ESPP. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 — Income Taxes The following table summarizes our U.S. and foreign income (loss) before income taxes: Year Ended December 31, 2021 2020 2019 (In millions) U.S. $ (274) $ (2,354) $ 172 Foreign 236 (797) 603 Total $ (38) $ (3,151) $ 775 Provision for Income Taxes The following table summarizes our provision for income taxes: Year Ended December 31, 2021 2020 2019 (In millions) Current income tax (benefit) expense: U.S. federal $ 17 $ (31) $ 76 State 7 — 20 Foreign 68 96 198 Current income tax expense 92 65 294 Deferred income tax (benefit) expense: U.S. federal (137) (315) (53) State (19) (65) (9) Foreign 11 (108) (29) Deferred income tax (benefit) expense (145) (488) (91) Income tax (benefit) expense $ (53) $ (423) $ 203 We reduced our current income tax payable by $28 million, $1 million and $60 million for the years ended December 31, 2021, 2020 and 2019 for tax deductions attributable to stock-based compensation. Deferred Income Taxes As of December 31, 2021 and 2020, the significant components of our deferred tax assets and deferred tax liabilities were as follows: December 31, 2021 2020 (In millions) Deferred tax assets: Provision for accrued expenses $ 85 $ 91 Deferred loyalty rewards 186 180 Net operating loss and tax credit carryforwards 939 752 Stock-based compensation 25 70 Property and equipment 19 54 Operating lease liabilities 96 135 Long-term investments 106 87 Other 62 89 Total deferred tax assets 1,518 1,458 Less valuation allowance (171) (216) Net deferred tax assets $ 1,347 $ 1,242 Deferred tax liabilities: Goodwill and intangible assets (418) (422) Anticipatory foreign tax credits (113) (98) Operating lease ROU assets (93) (126) Other (15) (4) Total deferred tax liabilities $ (639) $ (650) Net deferred tax assets $ 708 $ 592 As of December 31, 2021, we had U.S. federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $1.9 billion, $892 million and $1.1 billion. U.S. federal NOLs of $1.9 billion may be carried forward indefinitely. State NOLs of $164 million may be carried forward indefinitely, and state NOLs of $728 million expire at various times starting from 2022. Foreign NOLs of $191 million may be carried forward indefinitely, and foreign NOLs of $919 million expire at various times starting from 2022. As of December 31, 2021, we have a valuation allowance of approximately $171 million related to certain tax attribute carryforwards for which it is more likely than not the tax benefits will not be realized. The valuation allowance decreased by $45 million from the amount recorded as of December 31, 2020 primarily due to the utilization of capital loss carryforwards, as well as foreign operating losses. The amount of the deferred tax asset considered realizable, however, may be adjusted if estimates of future taxable income increase, taxable income of the appropriate character is forecasted, capital gains are realized or if objective negative evidence in the form of cumulative GAAP 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 in 2017, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To the extent the repatriation resulted in differences between the GAAP and tax carrying values of Expedia Group’s investment in foreign subsidiaries whose offshore earnings are not indefinitely reinvested, or to the extent 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 $69 million as of December 31, 2021. The unrecognized deferred tax liability related to the U.S. federal income tax consequences of these earnings was $18 million as of December 31, 2021. Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to income before income taxes to total income tax expense is as follows: Year Ended December 31, 2021 2020 2019 (In millions) Income tax (benefit) expense at the U.S. federal statutory rate of 21% $ (8) $ (662) $ 163 Foreign tax rate differential 3 16 40 U.S. federal research and development credit (27) (24) (25) Excess tax benefits related to stock-based compensation (52) 6 (12) Nondeductible compensation 42 15 13 Unrecognized tax benefits and related interest 6 36 17 Change in valuation allowance (24) 139 (2) Return to provision true-ups 4 (20) (12) State taxes (9) (48) 22 Non-deductible goodwill impairment — 170 — Divestitures and entity restructuring (6) (53) — Foreign-derived intangible income — — (14) Other, net 18 2 13 Income tax (benefit) expense $ (53) $ (423) $ 203 Our effective tax rate for 2021 was higher than the 21% U.S. federal statutory income tax rate due to excess tax benefits related to stock-based compensation, release of valuation allowance and research and experimentation credits, partially offset by nondeductible compensation, measured against a pre-tax loss. Our effective tax rate for 2020 was lower than the 21% U.S. federal statutory income tax rate due to valuation allowances and nondeductible impairments measured against a pre-tax loss Our effective tax rate for 2019 was higher than the 21% U.S. federal statutory income tax rate due to state income taxes, foreign income taxed at higher than the U.S. federal statutory tax rate, as well as losses in foreign jurisdictions for which we did not record a tax benefit. Unrecognized Tax Benefits and Interest A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows: 2021 2020 2019 (In millions) Balance, beginning of year $ 345 $ 305 $ 293 Increases to tax positions related to the current year 11 16 12 Increases to tax positions related to prior years 3 18 5 Decreases to tax positions related to prior years (11) (2) — Reductions due to lapsed statute of limitations — (4) (2) Settlements during current year (6) — (11) Interest and penalties 7 12 8 Balance, end of year $ 349 $ 345 $ 305 As of December 31, 2021, we had $349 million of gross unrecognized tax benefits, $213 million of which, if recognized, would affect the effective tax rate. As of December 31, 2020, we had $345 million of gross unrecognized tax benefits, $219 million of which, if recognized, would affect the effective tax rate. As of December 31, 2019, we had $305 million of gross unrecognized tax benefits, $188 million of which, if recognized, would affect the effective tax rate. As of December 31, 2021 and 2020, total gross interest and penalties accrued was $56 million and $49 million, respectively. We recognized interest expense of $7 million in 2021, $12 million in 2020 and $8 million in 2019 in connection with our unrecognized tax benefits. The Company is routinely audited by U.S. federal, state, local and foreign income tax authorities. These audits include questioning the timing and 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 consolidated U.S. federal income tax returns for the periods ended December 31, 2011 through December 31, 2016. The Company has consented to an extension of the statute of limitations, until March 31, 2023 related to the 2011 through 2016 tax years, and until June 30, 2022 related to the 2017 tax year. As of December 31, 2021, for the Expedia Group, Inc. and Subsidiaries group, statute of limitations for tax years 2011 through 2020 remain open to examination in the U.S. federal jurisdiction and most state jurisdictions. For the HomeAway and Orbitz groups, the tax years 2001 through 2015 remain subject to examination in the U.S. federal and most state jurisdictions due to NOL carryforwards. During the fourth quarter of 2019, the Internal Revenue Service (“IRS”) issued final adjustments related to transfer pricing with our foreign subsidiaries for our 2011 to 2013 tax years. The proposed adjustments would increase our U.S. taxable income by $696 million, which would result in U.S. federal tax of approximately $244 million, subject to interest. We do not agree with the position of the IRS. We filed a protest with the IRS for our 2011 to 2013 tax years and Appeals returned the case to Exam for further review. We are also under examination by the IRS for our 2014 to 2016 tax years. Subsequent years remain open to examination by the IRS. We do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Capital Stock | NOTE 11 — Capital Stock 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 and Warrants On May 5, 2020, we issued and sold to (1) AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc. (the “Apollo Purchaser”), 600,000 shares of the Company’s newly created Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) and Warrants (the “Warrants”) to purchase 4.2 million shares of our common stock for an aggregate purchase price of $588 million and (2) SLP V Fort Holdings II, L.P., affiliates of Silver Lake Group, L.L.C. (the “Silver Lake Purchasers”), 600,000 shares of Series A Preferred Stock and Warrants to purchase 4.2 million shares of common stock, for an aggregate purchase price of $588 million. Certificate of Designations for Series A Preferred Stock. Dividends on each share of Series A Preferred Stock accrued daily on the Preference Amount (as defined below) at the then-applicable Dividend Rate (as defined below) and were payable semi-annually in arrears. As used herein, “Dividend Rate” with respect to the Series A Preferred Stock meant from the closing until the day immediately preceding the fifth anniversary of the closing, 9.5% per annum. The Dividend Rate was also subject to certain adjustments if the Company incurred indebtedness causing its leverage to exceed certain thresholds. Dividends were payable until the third anniversary of the closing, either in cash or through an accrual of unpaid dividends (“Dividend Accrual”), at the Company’s option. At any time after the first anniversary of the closing but on or prior to the second anniversary of the closing, we could redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 103% of the sum of the original liquidation preference of $1,000 per share of Series A Preferred Stock plus any Dividend Accruals (the “Preference Amount”), plus accrued and unpaid distributions as of the redemption date. The Series A Preferred Stock was classified within temporary equity on our consolidated balance sheets due to provisions that could cause the equity to be redeemable at the option of the holder. As of December 31, 2020, the carrying value of the Series A Preferred Stock was $1,022 million, net of $68 million in initial discount and issuance costs as well as $110 million allocated on a relative fair value basis to the concurrently issued Warrants recorded to additional paid-in capital (as described below). On May 20, 2021, we redeemed 50% of the outstanding Series A Preferred Stock at a price equal to 103% of the Preference Amount, plus accrued and unpaid distributions as to the redemption date using cash on-hand of $640 million, including an $18 million redemption premium and $22 million of accrued dividends. On October 15, 2021, we redeemed the remaining 50% of the outstanding Series A Preferred Stock at a price equal to 103% of the Preference Amount, plus accrued and unpaid distributions as to the redemption date using cash on-hand of $635 million, including an $18 million redemption premium and $17 million of accrued dividends. The combined loss on redemption of Preferred Stock was $214 million during the year ended December 31, 2021, which included a charge to additional paid-in capital for the redemption premium as well as $178 million related to the original issuance discount, issuance costs and the Warrants value. Subsequent to the second redemption and as of December 31, 2021, there was no remaining Series A Preferred Stock outstanding. The Series A Preferred Stock accumulated and we paid $67 million (or $74.96 per share of Series A Preferred Stock) in total dividends during the year ended December 31, 2021, including those mentioned above. Warrants to Purchase Company Common Stock. Pursuant to the investment agreements in 2020, we issued to each of (1) the Silver Lake Purchasers (in the aggregate) and (2) the Apollo Purchaser, Warrants to purchase 4.2 million shares of our common stock at an exercise price of $72.00 per share, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Company on our common stock. The Warrants were exercisable on a net share settlement basis and were to expire ten years after the closing date. In May 2021, the Apollo Purchaser exercised all of the Warrants it held and received approximately 2.5 million shares of our common stock in respect thereof. In November 2021, the Silver Lake Purchasers exercised all of the Warrants they held and received approximately 2.6 million shares of our common stock in respect thereof. As of December 31, 2021, no warrants remain outstanding. Treasury Stock As of December 31, 2021, the Company's treasury stock was comprised of approximately 124.5 million common stock and 7.3 million Class B shares. As of December 31, 2020, the Company's treasury stock was comprised of approximately 123.5 million common stock and 7.3 million Class B shares. Share Repurchases. During 2019, 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 in 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 105 million shares. Shares repurchased under the authorized programs were as follows: Year Ended December 31, 2020 2019 Number of shares repurchased 3.4 million 5.6 million Average price per share $ 109.88 $ 122.72 Total cost of repurchases (in millions) (1) $ 370 $ 683 ___________________________________ (1) Amount excludes transaction costs. We made no share repurchases in 2021. As of December 31, 2021, 23.3 million shares remain authorized for repurchase under the 2019 and 2018 authorizations with no fixed termination date for the repurchases. For information related to shares repurchased as part of the Liberty Expedia Holdings transaction during 2019, see NOTE 17 – Liberty Expedia Holdings Transaction. Dividends on our Common Stock In 2020 and 2019, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following common stock dividends: Declaration Date Dividend Record Date Total Amount Payment Date Year ended December 31, 2020: February 13, 2020 $ 0.34 March 10, 2020 $ 48 March 26, 2020 Year ended December 31, 2019: February 6, 2019 $ 0.32 March 7, 2019 $ 47 March 27, 2019 May 1, 2019 0.32 May 23, 2019 48 June 13, 2019 July 24, 2019 0.34 August 22, 2019 50 September 12, 2019 November 6, 2019 0.34 November 19, 2019 50 December 12, 2019 During the second quarter of 2020, we suspended quarterly dividends on our common stock. At this time, we do not currently expect to declare future dividends on our common stock. Future declarations of dividends are subject to final determination by our Board of Directors. Accumulated Other Comprehensive Income (Loss) The balance of accumulated other comprehensive loss as of December 31, 2021 and 2020 was comprised of foreign currency translation adjustments. These translation adjustments include foreign currency transaction losses at December 31, 2021 and 2020 of $15 million ($22 million before tax) and $69 million ($90 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. Non-redeemable Non-controlling Interests |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 12 — Earnings Per Share Basic Earnings Per Share Basic earnings per share was calculated for the years ended December 31, 2021, 2020 and 2019 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 year ended December 31, 2019, 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 or vesting of stock-based awards and common stock warrants using the treasury stock method, and (iii) other stock-based commitments. In periods when we recognize a net loss, such as the years ended December 31, 2021 and 2020, we exclude the impact of outstanding stock-based awards, common stock warrants and the potential share settlement impact related to our Convertible Notes from the diluted loss per share calculation as their inclusion would have an antidilutive effect. The following table presents our basic and diluted earnings (loss) per share: Year Ended December 31, 2021 2020 2019 (In millions, except share and per share data) Net income (loss) attributable to Expedia Group, Inc. $ 12 $ (2,612) $ 565 Preferred stock dividend (67) (75) — Loss on redemption of preferred stock (214) $ — $ — Net income (loss) attributable to Expedia Group, Inc. common stockholders $ (269) $ (2,687) $ 565 Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders: Basic $ (1.80) $ (19.00) $ 3.84 Diluted (1.80) (19.00) 3.77 Weighted average number of shares outstanding (000's): Basic 149,734 141,414 147,194 Dilutive effect of: Stock-based awards — — 2,688 Other dilutive securities — — 2 Diluted 149,734 141,414 149,884 For the year ended December 31, 2021, approximately 11 million of outstanding stock-based awards and approximately four million shares related to the potential share settlement impact related to our Convertible Notes have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive. For the years ended December 31, 2020 and 2019, approximately 22 million of outstanding stock-based awards and common stock warrants and seven million of outstanding stock-based awards, respectively, were excluded. 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. |
Restructuring and Related Reorg
Restructuring and Related Reorganization Charges | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Reorganization Charges | NOTE 13 — Restructuring and Related Reorganization Charges In 2020, we committed to restructuring actions intended to simplify our businesses and improve operational efficiencies, which have resulted in headcount reductions and office consolidations. As a result, we recognized $55 million and $231 million in restructuring and related reorganization charges during 2021 and 2020, respectively. We continue to evaluate additional cost reduction efforts and should we make decisions in future periods to take further actions we may incur additional reorganization charges. We also engaged in certain smaller scale restructure actions in 2019 to centralize and migrate certain operational functions and systems, for which we recognized $24 million in restructuring and related reorganization charges, which were primarily related to severance, benefits and professional fees. The following table summarizes the restructuring and related reorganization activity for the years ended December 31, 2021 and 2020 with the other charges primarily comprised of lease impairments and professional fees: Employee Severance and Benefits Other Total (In millions) Accrued liability as of January 1, 2020 $ 11 $ 6 $ 17 Charges 205 26 231 Payments (120) (17) (137) Non-cash items 7 (15) (8) Accrued liability as of December 31, 2020 $ 103 $ — $ 103 Charges 30 25 55 Payments (77) (7) (84) Non-cash items (1) (32) (16) (48) Accrued liability as of December 31, 2021 $ 24 $ 2 $ 26 ___________________________________ (1) Non-cash items for 2021 primarily relate to the removal of the Egencia obligations upon its disposal. |
Other Income (Expense)
Other Income (Expense) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | NOTE 14 — Other Income (Expense) Other, net The following table presents the components of other, net: For the Year Ended December 31, 2021 2020 2019 (In millions) Foreign exchange rate gains ( losses), net $ (48) $ 71 $ (34) Gains (losses) on minority equity investments, net (29) (142) 8 Other 19 (6) 12 Total $ (58) $ (77) $ (14) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 — 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, 2021: By Period Total Less than 1 to 3 3 to 5 More than (In millions) Purchase obligations $ 824 $ 589 $ 222 $ 13 $ — Guarantees 16 16 — — — Letters of credit 20 8 12 — — $ 860 $ 613 $ 234 $ 13 $ — 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, 2021, 2020 and 2019. Legal Proceedings In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia Group. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance. Litigation Relating to Occupancy Taxes. One hundred three lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes. Eight lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to us or the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, forty-nine of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Thirty-four dismissals were based on a finding that we and the other defendants were not subject to the local tax ordinance or that the local government lacked standing to pursue its claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $50 million and $58 million as of December 31, 2021 and 2020, respectively. Our settlement reserve is based on our best estimate of probable losses and the ultimate resolution of these contingencies may be greater or less than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount reserved cannot be made. Changes to the settlement reserve are included within legal reserves, occupancy tax and other in the consolidated statements of operations. Pay-to-Play. Certain jurisdictions may assert that we are required to pay any assessed taxes prior to being allowed to contest or litigate the applicability of the ordinances. This prepayment of contested taxes is referred to as “pay-to-play.” Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously. If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts and also may be required to pay interest. We are in various stages of inquiry or audit with various tax authorities, some of which, including in the City of Los Angeles regarding hotel occupancy taxes, may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court. Matters Relating to International VAT . We are in various stages of inquiry or audit in multiple European Union jurisdictions regarding the application of VAT to our European Union related transactions. While we believe we comply with applicable VAT laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes. In certain jurisdictions, including the United Kingdom, we may be required to “pay-to-play” any VAT assessment prior to contesting its validity. While we believe that we will be successful based on the merits of our positions with regard to audits in pay-to-play jurisdictions, it is nevertheless reasonably possible that we could be required to pay any assessed amounts in order to contest or litigate the applicability of any assessments and an estimate for a reasonably possible amount of any such payments cannot be made. Competition and Consumer Matters . On August 23, 2018, the Australian Competition and Consumer Commission, or "ACCC", instituted proceedings in the Australian Federal Court against trivago. The ACCC alleged breaches of Australian Consumer Law, or "ACL," relating to trivago’s advertisements in Australia concerning the hotel prices available on trivago’s Australian site, trivago’s strike-through pricing practice and other aspects of the way offers for accommodation were displayed on trivago's Australian website. The matter went to trial in September 2019 and, on January 20, 2020, the Australian Federal Court issued a judgment finding trivago had engaged in conduct in breach of the ACL. On October 18 and 19, 2021, the Australian Federal Court heard submissions from the parties regarding penalties and other orders. In its submissions, the ACCC proposed a penalty of at least AU$90 million and an injunction restraining trivago from engaging in misleading conduct of the type found by the Australian Federal Court to be in contravention of the ACL. trivago submitted that an appropriate penalty for |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Divestitures | NOTE 16 – Divestitures On November 1, 2021, we completed the sale of Egencia, Expedia Group’s corporate travel arm included within our B2B segment, to GBT. As a result of the sale, we deconsolidated Egencia, recognized a gain of $401 million within gain (loss) on sale of business, net in the consolidated statement of operations and divested cash and restricted cash of $88 million. We received no cash for this transaction but Expedia Group became an indirect holder of an approximately 19% interest of GBT with an initial fair value of $815 million, and a subsidiary entered into a 10-year lodging supply agreement with GBT. We have elected to account for our investment under the fair value option (see NOTE 3 — Fair Value Measurements). The 19% of indirect interest is subject to changes based on final debt/cash and working capital adjustments and, any such adjustment, would impact our gain on the sale. In addition, during 2020 and 2021, in connection with our efforts to focus on our core businesses and streamline our activities, we committed to plans to divest certain smaller businesses primarily within our Retail segment. As a result, in 2020, we completed the sale of certain smaller businesses, including Bodybuilding.com and SilverRail, which combined resulted in a net losses of $13 million and net cash divested of $21 million. In 2021, we completed additional sales including Classic Vacations and Alice, which combined resulted in net gains of $57 million and net cash received of $27 million. The resulting gains and losses in these transactions were recorded within gain (loss) on sale of business, net in the consolidated statement of operations. |
Liberty Expedia Holdings Transa
Liberty Expedia Holdings Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Liberty Expedia Holdings Transaction | NOTE 17 – Liberty Expedia Holdings Transaction On July 26, 2019, Expedia Group acquired all of the outstanding shares of Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) in a merger transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock were exchanged for newly issued shares of common stock of Expedia Group with a fair value of $2.9 billion, assumption of $400 million in debt and $15 million of cash (the "Liberty Expedia Transaction"). We accounted for the acquired Liberty Expedia Holdings assets and liabilities, except for the Expedia Group shares repurchased, as a business combination. We accounted for the acquired Expedia Group shares held by Liberty Expedia Holdings as a share repurchase for consideration of $3.2 billion. As a result of this transaction, Expedia Group’s shares outstanding were reduced by approximately 3.1 million shares. The fair value of the assets and liabilities acquired in the business combination was $96 million, which was primarily comprised of $78 million of cash and $10 million of a trade name definite lived intangible asset related to Bodybuilding.com. Bodybuilding.com is primarily an Internet retailer of dietary supplements, sports nutrition products, and other health and wellness products. No goodwill was recorded for the portion of the transaction accounted for as a business combination. In connection with the Liberty Expedia Transaction, a wholly-owned subsidiary of Expedia Group, Inc. (“Merger LLC”) assumed the obligations of Liberty Expedia Holdings with respect to the $400 million aggregate outstanding principal amount of 1.0% Exchangeable Senior Debentures due 2047 issued by Liberty Expedia Holdings (the “Exchangeable Debentures”) and the indenture governing the Exchangeable Debentures. On August 26, 2019, Merger LLC redeemed all of the Exchangeable Debentures in exchange for a total payment, including accrued and unpaid interest, of approximately $401 million. Bodybuilding.com was consolidated into our financial statements starting on the acquisition date and we recognized $58 million in revenue and $7 million in operating losses for the year ended December 31, 2019, which was included within Corporate and Eliminations in our segment footnote. For information related to the Liberty Expedia Holdings Transaction, see NOTE 18 — Related Party Transactions below. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 18 — Related Party Transactions Mr. Diller is the Chairman and Senior Executive of Expedia Group. Certain relationships between Mr. Diller and the Company in connection with the Liberty Expedia Transaction (as defined below) are described below. Prior to the closing of the Liberty Expedia Transaction on July 26, 2019, Liberty Expedia Holdings and its subsidiaries held 11,076,672 shares of Expedia Group common stock and 12,799,999 shares of Expedia Group Class B common stock, which shares represented approximately 53% of the total voting power of all shares of Expedia Group common stock and Class B common stock, based on a total of 136,832,712 shares of Expedia Group common stock and 12,799,999 shares of Class B common stock outstanding as of July 12, 2019. Pursuant to an Amended and Restated Stockholders Agreement between Liberty Expedia and Mr. Diller (as amended as of November 4, 2016, the “Stockholders Agreement”), Mr. Diller generally had the right to vote all shares of Expedia Group common stock and Class B common stock held by Liberty Expedia Holdings and its subsidiaries (the “Diller Proxy”). As described below, the Stockholders Agreement, including the Diller Proxy, was terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction. Merger Agreement On April 15, 2019, Expedia Group entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019, 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 transactions contemplated by the Merger Agreement and related agreements, the “Liberty Expedia Transaction”). The Merger Agreement provided for, among other things, (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. On July 26, 2019, the Combination was completed. At the effective time of the Merger (the “Effective Time”), each share of Series A common stock, par value $0.01 per share, of Liberty Expedia Holdings (the “Liberty Expedia Series A common stock”) and each share of Series B common stock, par value $0.01 per share, of Liberty Expedia Holdings (the “Liberty Expedia Series B common stock”) issued and outstanding immediately prior to the Effective Time (except for shares held by Liberty Expedia Holdings as treasury stock or held directly by Expedia Group) was converted into the right to receive a number of shares of Expedia Group common stock such that each holder of record of shares of Liberty Expedia Series A common stock or Liberty Expedia Series B common stock had the right to receive, in the aggregate, a number of shares of Expedia Group common stock equal to the product of the total number of shares of such series of Liberty Expedia Series A common stock and Liberty Expedia Series B common stock held of record by such holder immediately prior to the Merger multiplied by an exchange ratio equal to 0.36, with such product rounded up to the next whole share of Expedia Group common stock. The aggregate consideration payable in the Combination was approximately 20.7 million shares of Expedia Group common stock. Voting Agreement In connection with the transactions contemplated by the Merger Agreement, John C. Malone and Leslie Malone (together, the “Malone Group”) entered into a voting agreement (the “Voting Agreement”) with the Company on April 15, 2019, pursuant to which, at the July 26, 2019 meeting of the Liberty Expedia Holdings stockholders at which the Merger was approved, the Malone Group voted shares of Liberty Expedia common stock representing approximately 32% of the total voting power of the issued and outstanding shares of Liberty Expedia Holdings common stock as of April 30, 2019, as reported in Liberty Expedia Holdings’ Definitive Proxy Statement on Schedule 14A filed on June 26, 2019, in favor of the Merger Agreement and the transactions contemplated thereby. Exchange Agreement Simultaneously with the entry into the Merger Agreement, Mr. 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,” the rights contemplated by which and by the Governance Agreement (as defined below) were agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Former Governance Agreement (as defined below) and the Stockholders Agreement), and pursuant to which on July 26, 2019, immediately prior to the closing of the Combination, Mr. Diller and the Family Foundation exchanged with Liberty Expedia Holdings 5,523,452 shares of Expedia Group common stock for the same number of shares of Expedia Group 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”). The Original Shares represent approximately 27% of the total voting power of all shares of Expedia Group common stock and Class B common stock, based on approximately 150 million shares of Expedia Group common stock and approximately 5.5 million shares of Class B common stock outstanding as of December 31, 2021. Former Governance Agreement During 2018 through July 26, 2019, Liberty Expedia Holdings (as assignee of Qurate Retail, Inc. (“Qurate”)) was a party to the Amended and Restated Governance Agreement, dated as of December 20, 2011, as amended, among the Company, Liberty Expedia Holdings and Mr. Diller (the “Former Governance Agreement”), pursuant to which Liberty Expedia Holdings had 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 were not an even multiple of five) and had certain rights regarding committee participation, so long as Liberty Expedia Holdings satisfied certain stock ownership requirements. The Former Governance Agreement was terminated on July 26, 2019 upon the closing of the Liberty Expedia Transaction, at which time, 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 resigned from the Board. 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 “Governance Agreement,” the rights contemplated by which and by the Exchange Agreement were agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Former Governance Agreement and the Stockholders Agreement), which provided, among other things, that Mr. Diller could exercise a right (the “Purchase/Exchange Right”) during the nine month period following the closing of the Combination, to acquire up to 7,276,547 shares of Expedia Group Class B common stock by (1) exchange with the Company (or its wholly owned subsidiary) for an equivalent number of shares of Expedia Group common stock, or (2) purchase from the Company (or its wholly owned subsidiary) at a price per share equal to the average closing price of Expedia Group common stock for the five trading days immediately preceding notice of exercise (any shares acquired pursuant to the Purchase/Exchange Right, the “Additional Shares”). The Purchase/Exchange Right could be exercised from time to time in whole or in part. On April 10, 2020, the Company and Mr. Diller entered into Amendment No. 1 (the “Governance Agreement Amendment”) to the New Governance Agreement. The Governance Agreement Amendment was entered into pursuant to the stipulation and order entered by the Delaware Court of Chancery on March 30, 2020 (the “Order”), and was approved by the Special Litigation Committee of the Board of Directors of the Company formed to, among other things, investigate and evaluate the claims raised against certain current and former members of the Board of Directors and officers of the Company in the consolidated action captioned In re Expedia Group Stockholders Litigation, Consolidated Case No. 2019-0494-JTL (the “Delaware Litigation”). Pursuant to the Order, Mr. Diller was not permitted to exercise the Purchase/Exchange Right prior to the Special Litigation Committee notifying Mr. Diller that it had completed its investigation of the claims raised in the Delaware Litigation (the “Completion Date”). The Governance Agreement Amendment extended the deadline by which Mr. Diller may have exercised the Purchase/Exchange Right to December 7, 2020 (the close of business on the forty-fifth day following the Completion Date). The Purchase/Exchange Right expired unexercised on December 7, 2020. Subject to limited exception, no current or future holder of Original Shares may (and no holder of Additional Shares would have been permitted to) 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 Expedia Group common stock. These requirements negotiated by the Expedia Group Special Committee and agreed to by Mr. Diller under the Governance Agreement did not exist under the Former Governance Agreement. At the 2019 Annual Meeting of the Company’s stockholders, the Company's stockholders approved a proposal to amend the Company's certificate of incorporation to reflect the aforementioned transfer restrictions, automatic conversion provisions and change-of-control restrictions reflected in the Governance Agreement. The amendment was filed with the Secretary of State of Delaware on December 3, 2019, and became effective at 11:59 p.m., Eastern Time, on December 3, 2019. On November 2, 2021, the parties to the Delaware Litigation and the Special Litigation Committee entered into a Stipulation of Compromise and Settlement (the “Settlement Agreement”) which sets forth the terms and conditions for the proposed settlement and dismissal with prejudice of the Delaware Litigation, subject to review and approval by the court. On January 19, 2022, the court entered its Order and Final Judgment (the “Settlement Order”) approving the proposed settlement set forth in the Settlement Agreement, dismissing the litigation with prejudice and extinguishing and releasing the claims that were or would have been asserted in the litigation against the defendants and related persons. The court also awarded plaintiff’s attorneys’ fees and expenses in the sum of $6.5 million. Pursuant to the Settlement Agreement, Mr. Diller, the other defendants, the Special Litigation Committee of the board of directors, and the Company agreed to the following governance and related provisions, among others: • Board and Executive Management Composition . Prior to Mr. Diller’s departure from all roles at the Company (“Mr. Diller’s Departure”), no more than two of Mr. Diller’s immediate family members (including Mr. Diller) will serve on the Company’s board of directors at any time. Following Mr. Diller’s Departure (a) no immediate family member of Mr. Diller will serve in an executive position at the Company or as chair of the Company’s board of directors and (b) no more than one Diller family member will serve on the board of directors at any time. The Company agreed that, following Mr. Diller’s Departure, in the event that no family member of Mr. Diller is serving on the Company’s board, the Company will nominate one Diller family member or family-designated representative to serve on the board of directors (subject to the support of two-thirds of the independent directors if the new nominee is a Diller family member), so long as Mr. Diller, his family members and certain related parties (collectively with Mr. Diller and his family members, “Diller-related persons”) in aggregate own at least 5% of the Company’s outstanding common equity or a 15% voting interest in the Company. The following provisions apply following Mr. Diller’s Departure: • Limitation on Voting Power of Class B Common Shares on Certain Matters . The voting percentage cast by Class B common shares held or controlled by Diller-related persons on specified matters will be limited to 20% of the total voting power of the outstanding common shares. The specified matters are (a) any merger, sale or other extraordinary transaction requiring Company stockholder approval (with any excess shares to be voted in proportion to votes cast by common shares not held by Diller-related persons) and (b) the election of any director-nominee not supported by a majority of the board of directors (with any excess shares to be voted in proportion to votes cast by common shares not held by Diller-related persons or others soliciting proxies in respect of one or more nominees not nominated by the Company’s board of directors). • Provisions Relating to Sales of Class B Common Shares. Before any sale by Mr. Diller or other Diller-related persons of Class B common shares representing 10% or more of the Company’s total voting power, the Company will have the opportunity to offer to purchase the shares, and also to accept or reject any counteroffer that the Diller-related person may make, subject to certain procedures. If the Company does not buy the shares, the selling party will have 10 months following conclusion of the first offer process to sell or agree to sell the shares for not less than the price (if any) offered by the Company, after which the Company’s right of first offer will again apply. • The Company agreed to cooperate reasonably in connection with any sale of Class B common shares by Mr. Diller or other Diller-related persons and to use its reasonable efforts to permit any such sale to be completed promptly. Subject to the acquiror agreeing to a customary standstill at 30% of the Company’s total voting power and absent certain fiduciary duty determinations, the Company’s obligations include granting a waiver of Section 203 of the Delaware General Corporation Law, which following the acquisition could otherwise restrict certain “business combination” transactions with the acquiror. Following the closing of the Liberty Expedia Transaction, the Company ceased to be a controlled company under the Nasdaq Stock Market Listing Rules and is required to comply with all of Nasdaq’s corporate governance requirements. 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 Governance Agreement and the Company's amended and restated certificate of incorporation provide that, subject to limited exception, no current or future holder of Original 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 Expedia Group Class B common stock and shares of Expedia Group common stock. Other Agreements 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, terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction; 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 Former Governance Agreement terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction; An Assumption and Joinder Agreement to Tax Sharing Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia Transaction, 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 agreed to assume, effective at the closing of the Liberty Expedia Transaction, certain of Liberty Expedia Holdings’ rights and obligations under the Amended and Restated Transaction Agreement, dated as of September 22, 2016, as amended by the letter agreement dated as of March 6, 2018, as further amended by Amendment No. 2 to Transaction Agreement, dated as of April 15, 2019 (the “Transaction Agreement”), which survived 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 agreed to assume, effective at the closing of the Liberty Expedia Transaction, Liberty Expedia Holdings’ rights and obligations under the Reorganization Agreement, dated as of October 26, 2016, by and between Qurate and Liberty Expedia Holdings. IAC/InterActiveCorp The Company and IAC are related parties because Mr. Diller serves as Chairman and Senior Executive of both Expedia Group and IAC. Each of Expedia Group and IAC has a 50% ownership interest in three aircraft that may be used by both companies. In April 2019, Expedia Group and IAC entered into an agreement to jointly acquire the third of the jointly-owned corporate aircraft for a total expected cost of approximately $72 million (including purchase and related costs) to be split evenly between the two companies. In 2019, we made an initial payment of $23 million (50% of the total purchase price and refurbishment costs) for our interest. 2020 payments were nominal and, in September 2021, we paid approximately $13 million representing Expedia Group’s respective share of the balance upon delivery of the third aircraft. Members of the aircraft flight crews are employed by an entity in which the Company and IAC each have a 50% ownership interest. The Company and IAC have agreed to share costs relating to flight crew compensation and benefits pro-rata according to each company’s respective usage of the aircraft, for which they are separately billed by the entity described above. We share equally in fixed and nonrecurring costs for the aircraft; direct operating costs are pro-rated based on actual usage. In addition, in December 2021, we entered into agreements pursuant to which we may use additional aircraft owned by a subsidiary of IAC on a cost basis. No flights have been undertaken pursuant to this arrangement to date. As of December 31, 2021 and 2020, the net basis in our ownership interest in the planes was $60 million and $50 million, respectively, recorded in long-term investments and other assets. In 2021, 2020 and 2019, operating and maintenance costs paid directly to the jointly-owned subsidiary for the airplanes were nominal. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 19 — Segment Information We have the following reportable segments: Retail, B2B, and trivago. Our Retail segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of consumer brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Vrbo, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com and Expedia Cruises. Our B2B segment is comprised of our Expedia Business Services organization including Expedia Partner Solutions, which offers private label and co-branded products to make travel services available to travelers through third-party company branded websites, and Egencia (until its sale on November 1, 2021), a full-service travel management company that provides travel services to businesses and their corporate customers. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Adjusted EBITDA. Adjusted EBITDA for our Retail and B2B segments includes allocations of certain expenses, primarily related to our global travel supply organization and the majority of costs from our product and technology platform, as well as facility costs and the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change. During the fourth quarter of 2021, we consolidated our divisional finance teams into one global finance organization, which resulted in the reclassification of expenses from Retail and B2B into our Corporate function. We have reclassified prior period segment information to conform to our current period presentation. Our segment disclosure includes intersegment revenues, which primarily consist of advertising and media services provided by our trivago segment to our Retail segment. These intersegment transactions are recorded by each segment at amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below. Corporate and Eliminations also includes unallocated corporate functions and expenses as well as Bodybuilding.com through its sale in May 2020. In addition, we record amortization of intangible assets and any related impairment, as well as stock-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliation below. The following tables present our segment information for 2021, 2020 and 2019. 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. Year ended December 31, 2021 Retail B2B trivago Corporate & Total (In millions) Third-party revenue $ 6,821 $ 1,460 $ 317 $ — $ 8,598 Intersegment revenue — — 106 (106) — Revenue $ 6,821 $ 1,460 $ 423 $ (106) $ 8,598 Adjusted EBITDA $ 1,782 $ 110 $ 39 $ (454) $ 1,477 Depreciation (522) (102) (10) (81) (715) Amortization of intangible assets — — — (99) (99) Impairment of goodwill — — — (14) (14) Intangible and other long-term asset impairment — — — (6) (6) Stock-based compensation — — — (418) (418) Legal reserves, occupancy tax and other — — — (1) (1) Restructuring and related reorganization charges — — — (55) (55) Realized (gain) loss on revenue hedges 17 — — — 17 Operating income (loss) $ 1,277 $ 8 $ 29 $ (1,128) 186 Other expense, net (224) Loss before income taxes (38) Provision for income taxes 53 Net income 15 Net income attributable to non-controlling interests (3) Net income attributable to Expedia Group, Inc. 12 Preferred stock dividend (67) Loss on redemption of preferred stock (214) Net loss attributable to Expedia Group, Inc. common stockholders $ (269) Year ended December 31, 2020 Retail B2B trivago Corporate & Eliminations Total (In millions) Third-party revenue $ 3,993 $ 942 $ 205 $ 59 $ 5,199 Intersegment revenue — — 75 (75) — Revenue $ 3,993 $ 942 $ 280 $ (16) $ 5,199 Adjusted EBITDA $ 298 $ (190) $ (14) $ (462) $ (368) Depreciation (525) (128) (12) (74) (739) Amortization of intangible assets — — — (154) (154) Impairment of goodwill — — — (799) (799) Intangible and other long-term asset impairment — — — (175) (175) Stock-based compensation — — — (205) (205) Legal reserves, occupancy tax and other — — — 13 13 Restructuring and related reorganization charges — — — (231) (231) Realized (gain) loss on revenue hedges (58) (3) — — (61) Operating loss $ (285) $ (321) $ (26) $ (2,087) (2,719) Other expense, net (432) Loss before income taxes (3,151) Provision for income taxes 423 Net loss (2,728) Net loss attributable to non-controlling interests 116 Net loss attributable to Expedia Group, Inc. (2,612) Preferred stock dividend (75) Net loss attributable to Expedia Group, Inc. common stockholders $ (2,687) Year ended December 31, 2019 Retail B2B trivago Corporate & Eliminations Total (In millions) Third-party revenue $ 8,808 $ 2,579 $ 622 $ 58 $ 12,067 Intersegment revenue — — 316 (316) — Revenue $ 8,808 $ 2,579 $ 938 $ (258) $ 12,067 Adjusted EBITDA $ 2,171 $ 470 $ 85 $ (592) $ 2,134 Depreciation (512) (110) (11) (79) (712) Amortization of intangible assets — — — (198) (198) Stock-based compensation — — — (241) (241) Legal reserves, occupancy tax and other — — — (34) (34) Restructuring and related reorganization charges — — — (24) (24) Realized (gain) loss on revenue hedges (8) (14) — — (22) Operating income (loss) $ 1,651 $ 346 $ 74 $ (1,168) 903 Other expense, net (128) Income before income taxes 775 Provision for income taxes (203) Net income 572 Net income attributable to non-controlling interests (7) Net income attributable to Expedia Group, Inc. $ 565 Revenue by Business Model and Service Type The following table presents revenue by business model and service type for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 (In millions) Business Model Merchant $ 5,537 $ 3,261 $ 6,763 Agency 2,307 1,267 3,882 Advertising, media and other 754 671 1,422 Total revenue $ 8,598 $ 5,199 $ 12,067 Service Type Lodging $ 6,449 $ 4,051 $ 8,362 Air 254 105 869 Advertising and media 603 405 1,104 Other (1) 1,292 638 1,732 Total revenue $ 8,598 $ 5,199 $ 12,067 ___________________________________ (1) Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business prior to our sale of Egencia on November 1, 2021, among other revenue streams, none of which are individually material. Other also includes product revenue of $59 million and $58 million during the years ended December 31, 2020 and 2019 related to Bodybuilding.com, which was sold in May 2020. Our Retail and B2B segments generate revenue from the merchant, agency and advertising, media and other business models as well as all service types. trivago segment revenue is generated through advertising and media. 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, 2021, 2020 and 2019. 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, 2021 2020 2019 (In millions) Revenue United States $ 6,569 $ 3,511 $ 6,869 All other countries 2,029 1,688 5,198 $ 8,598 $ 5,199 $ 12,067 The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2021 and 2020: As of December 31, 2021 2020 (In millions) Property and equipment, net United States $ 2,056 $ 2,114 All other countries 124 143 $ 2,180 $ 2,257 |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | NOTE 20 — 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 as well as refund reserves in 2020 and 2021 due to COVID impacts. Description Balance at Charges to Charges to Other Accounts (1) Deductions Balance at End (In millions) 2021 Allowance for expected credit losses $ 101 $ 7 $ (17) $ (26) $ 65 Other reserves 58 7 (1) — 64 2020 Allowance for expected credit losses $ 41 $ 82 $ 2 $ (24) $ 101 Other reserves 19 39 2 (2) 58 2019 Allowance for doubtful accounts $ 34 $ 25 $ (3) $ (15) $ 41 Other reserves 19 19 ___________________________________ (1) Charges to other accounts primarily relates to amounts acquired through acquisitions or disposed of through sales of businesses, net translation adjustments and reclassifications. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 21 — Subsequent Event On February 1, 2022, the applicable trustee, on behalf of the Company, provided notice to the holders of the Company’s 2.5% Notes due 2022 that the Company will redeem all of the €650 million of outstanding aggregate principal amount of such notes on March 3, 2022. The redemption price for the notes will be equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon through the redemption date. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 or at fair value. 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 | 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. Since revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future. |
Consolidation | 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. trivago is a separately listed company on the Nasdaq Global Select Market and, therefore, is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group, Inc. We have eliminated significant intercompany transactions and accounts in our consolidated financial statements. |
Accounting Estimates | 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 and provisions for credit losses, customer refunds and chargebacks. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Reclassifications | ReclassificationsWe have reclassified prior period financial statements to conform to the current period presentation. During the first quarter of 2021, we centralized the management of our licensing and maintenance costs and reclassified certain expenses to technology and content expense from within our other operating expense line items on our consolidated statements of operations. |
Revenue Recognition | 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. In addition, Vrbo also 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 19 — Segment Information for revenue by business model and service type. Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and Vrbo subscription-based listing services model. 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. Merchant and Agency Vrbo Alternative Accommodations. Vrbo's lodging revenue is generally earned on a pay-per-booking basis, which can be either merchant or agency bookings depending on the nature of the payment processor. 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 Vrbo 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. Vrbo also charges a traveler service fee at the time of booking. The service fee charged to travelers provides compensation for Vrbo's services, including but not limited to the use of Vrbo'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. Subscription-based Listing Services. To a lesser extent, Vrbo's lodging revenue is also earned on a pay-per-subscription basis. 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. Merchant and Agency Air. We record revenue on air transactions when the traveler books the transaction, as we do not typically 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. Revenue from other ancillary alternative accommodation services or products are recorded either upon delivery or when we provide the service. 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. one 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 | Cash, Restricted Cash, and Cash EquivalentsOur cash and cash equivalents include cash and liquid financial instruments, including U.S. treasury securities, money market funds and term deposit investments, with maturities of three months or less when purchased. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to certain traveler deposits and to a lesser extent collateral for office leases. |
Short-term and Long-term Investments | 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, other than minority equity investments, classified as available-for-sale are recorded at fair value with unrealized holding gains and losses recorded, net of tax, as a component of accumulated other comprehensive income ("OCI"). Realized gains and losses from the sale of available-for-sale investments, if any, are determined on a specific identification basis. 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. |
Accounts Receivable | Accounts ReceivableAccounts receivable are generally due within thirty days and are recorded net of an allowance for expected uncollectible amounts. We consider accounts outstanding longer than the contractual payment terms as past due. The risk characteristics we generally review when analyzing our accounts receivable pools primarily include the type of receivable (for example, credit card vs hotel collect), collection terms and historical or expected credit loss patterns. For each pool, we make estimates of expected credit losses for our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history continually updated for new collections data, the credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect our ability to collect from customers. The provision for estimated credit losses is recorded as cost of revenue in our consolidated statements of operations. |
Property and Equipment | 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 |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are primarily for office space and data centers and are included in operating lease right-of-use ("ROU") assets, accrued expenses and other current liabilities, and operating lease liabilities on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For operating leases with a term of one year or less, we have elected to not recognize a lease liability or ROU asset on our consolidated balance sheet. Instead, we recognize the lease payments as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to our consolidated statements of operations and cash flows. |
Business Combinations | 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 | 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, except for trivago, which is a separately listed company on the Nasdaq Global Select Market, 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. The fair value of the trivago reporting unit was based on trivago's stock price, a Level 1 input, adjusted for an estimated control premium. 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. |
Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets | 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 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 Noncontrolling Interests | Redeemable Non-controlling InterestsWe 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, 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 | 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. 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 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. |
Derivative Instruments | 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, 2021 and 2020, 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. |
Foreign Currency Translation and Transaction Gains and Losses | 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 | Debt Issuance CostsWe 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 | 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. |
Advertising Expense | Advertising ExpenseWe incur advertising expense consisting of offline costs, including television and radio advertising, and online advertising expense to promote our brands. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., television airtime) as incurred each time the advertisement is shown. |
Stock-Based Compensation | Stock-Based Compensation We measure and amortize the fair value of restricted stock units (“RSUs”) and stock options as follows: 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 four-year period, but may accelerate in certain circumstances. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vested 25% after one year and then vested quarterly over the following three years. Beginning in 2021, we adopted a new vesting schedule for annual equity grants that provides for immediate quarterly vesting over the same four year term. 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. In addition, we have a limited number of performance stock units ("PSUs"), for which we calculate the fair value using a Monte Carlo valuation model and amortized the fair value, net of actual forfeitures, as stock-based compensation over the vesting term, generally a two 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. 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. |
Earnings Per Share | Earnings Per Share We compute basic earnings per share by taking net income or loss 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 (which includes our Convertible Notes) using the treasury stock or the if converted method, as applicable. For additional information on how we compute earnings per share, see NOTE 12 — Earnings Per Share. |
Fair Value Recognition, Measurement and Disclosure | 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 | 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. 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 term 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 | Contingent Liabilities We have a number of regulatory and legal matters outstanding, as discussed further in NOTE 15 — 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 | 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 most 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 |
Recently Adopted Accounting Policies and Recent Accounting Policies Not Yet Adopted | Recently Adopted Accounting Policies Simplifying the Accounting for Income Taxes. As of January 1, 2021, we adopted the Accounting Standards Updates (“ASU”) guidance to simplify the accounting for income taxes. This new standard eliminated certain exceptions in current guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarified and simplified other aspects of the accounting for income taxes. The adoption of this new guidance did not have a material impact on our consolidated financial statement s . Investments - equity securities; Investments - Equity Method and Joint Ventures; Derivatives and Hedging. As of January 1, 2021, we adopted the new ASU guidance which clarified the interaction between the accounting for investments in equity securities, equity method investments and certain derivative instruments. The adoption of this new guidance did not have a material impact on our consolidated financial statement s . Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. As of January 1, 2021, we adopted the new ASU guidance which simplified the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the standard simplified accounting for convertible instruments by removing major separation models required under current GAAP, removing certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which permitted more equity contracts to qualify for it, and simplified the diluted earnings per share calculation in certain areas. The adoption of this new guidance did not have a material impact on our consolidated financial statement s . The convertible senior notes issued in February 2021 are accounted for in accordance with this new guidance. See NOTE 7 — Debt and NOTE 12 — Earnings Per Share for additional information. Recent Accounting Policies Not Yet Adopted In October 2021, the Financial Accounting Standards Board issued new guidance relate to recognizing and measuring contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as compared to current GAAP where an acquirer generally recognizes such items at fair value on the acquisition date. The new guidance is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. While we are continuing to assess the timing and the potential impacts of adoption, we do not expected it will have a material impact, if any, on our consolidated financial statements. |
Fair Value Measurements | 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Adjustments | The following table presents a summary of the amounts as reported and as reclassified in our consolidated statements of operations for the years ended December 31, 2020 and 2019: Year ended Year ended As reported As reclassified As reported As reclassified (In millions) Cost of revenue $ 1,680 $ 1,649 $ 2,077 $ 2,066 Selling and marketing 2,546 2,527 6,078 6,060 Technology and content 1,010 1,068 1,226 1,263 General and administrative 597 589 815 807 |
Schedule of Cash and Cash Equivalents | 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, 2021 2020 (in millions) Cash and cash equivalents $ 4,111 $ 3,363 Restricted cash and cash equivalents 1,694 772 Restricted cash included within long-term investments and other assets — 3 Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow $ 5,805 $ 4,138 |
Schedule of Restrictions on Cash and Cash Equivalents | 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, 2021 2020 (in millions) Cash and cash equivalents $ 4,111 $ 3,363 Restricted cash and cash equivalents 1,694 772 Restricted cash included within long-term investments and other assets — 3 Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow $ 5,805 $ 4,138 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 are classified using the fair value hierarchy in the table below: Total Level 1 Level 2 Level 3 (In millions) Assets Cash equivalents: Money market funds $ 47 $ 47 $ — $ — Mutual funds 23 23 — — Term deposits 153 — 153 — Derivatives: Foreign currency forward contracts 3 — 3 — Investments: Term deposits 200 — 200 — Equity investments 909 94 — 815 Total assets $ 1,335 $ 164 $ 356 $ 815 Financial assets measured at fair value on a recurring basis as of December 31, 2020 are classified using the fair value hierarchy in the table below: Total Level 1 Level 2 (In millions) Assets Cash equivalents: Money market funds $ 147 $ 147 $ — Term deposits 49 — 49 U.S. treasury securities 150 150 — Investments: Term deposits 24 — 24 Equity investments 123 123 — Total assets $ 493 $ 420 $ 73 Liabilities Derivatives: Foreign currency forward contracts $ 14 $ — $ 14 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reconciles, in millions, the beginning and ending balances of Level 3 equity investment in GBT for which we have elected the fair value option. There was no internal movements to or from Level 3 from Level 1 or 2 for the year ended December 31, 2021. Balance at December 31, 2020 $ — Additions 815 Balance at December 31, 2021 $ 815 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment, Net | Our property and equipment consists of the following: December 31, 2021 2020 (In millions) Capitalized software development $ 2,892 $ 3,374 Computer equipment 351 617 Furniture and other equipment 106 128 Buildings and leasehold improvements 1,220 1,230 Land 146 146 4,715 5,495 Less: accumulated depreciation (2,568) (3,289) Projects in progress 33 51 Property and equipment, net $ 2,180 $ 2,257 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows: Year ended 2021 2020 2019 (In millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating lease payments $ 151 $ 139 $ 152 Right-of-use assets obtained in exchange for lease obligations: Operating leases 30 117 183 |
Schedule of Supplemental Consolidated Balance Sheet Information | Supplemental consolidated balance sheet information related to leases were as follows: December 31, 2021 December 31, 2020 (in millions) Operating lease right-of-use assets $ 407 $ 574 Current lease liabilities, included within Accrued expenses and other current liabilities $ 77 $ 126 Long-term lease liabilities, included within Operating lease liabilities 360 513 Total operating lease liabilities $ 437 $ 639 Weighted average remaining lease term 8.1 years 8.8 years Weighted average discount rate 3.5 % 3.6 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities are as follows: Operating Leases (in millions) Year ending December 31, 2022 $ 91 2023 77 2024 57 2025 49 2026 46 2027 and thereafter 184 Total lease payments 504 Less: imputed interest (67) Total $ 437 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | The following table presents our goodwill and intangible assets as of December 31, 2021 and 2020: December 31, 2021 2020 (In millions) Goodwill $ 7,171 $ 7,380 Intangible assets with indefinite lives 1,166 1,183 Intangible assets with definite lives, net 227 332 $ 8,564 $ 8,895 |
Changes in Goodwill by Reportable Segment | The following table presents the changes in goodwill by reportable segment: Retail B2B trivago Total (In millions) Balance as of January 1, 2020 $ 7,049 $ 529 $ 549 $ 8,127 Impairment charges (559) — (240) (799) Foreign exchange translation and other 15 9 28 52 Balance as of December 31, 2020 6,505 538 337 7,380 Impairment charges — (14) — (14) Additions — — 5 5 Deductions (34) (167) — (201) Foreign exchange translation and other (9) 37 (27) 1 Balance as of December 31, 2021 $ 6,462 $ 394 $ 315 $ 7,171 |
Components of Intangible Assets with Definite Lives | The following table presents the components of our intangible assets with definite lives as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Cost Accumulated Net Cost Accumulated Net (In millions) Customer relationships $ 565 $ (502) $ 63 $ 638 $ (540) $ 98 Supplier relationships 626 (564) 62 661 (556) 105 Domain names 164 (133) 31 173 (133) 40 Other 1,016 (945) 71 1,075 (986) 89 Total $ 2,371 $ (2,144) $ 227 $ 2,547 $ (2,215) $ 332 |
Estimated Future Amortization Expense Related to Intangible Assets | The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2021, assuming no subsequent impairment of the underlying assets, is as follows, in millions: 2022 $ 85 2023 53 2024 49 2025 33 2026 7 2027 and thereafter — Total $ 227 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt Outstanding | The following table sets forth our outstanding debt: December 31, 2021 2020 (In millions) 2.5% (€650 million) senior notes due 2022 $ 735 $ 798 3.6% senior notes due 2023 497 496 4.5% senior notes due 2024 498 497 6.25% senior notes due 2025 1,033 1,972 7.0% senior notes due 2025 — 740 5.0% senior notes due 2026 745 744 0% convertible senior notes due 2026 986 — 4.625% senior notes due 2027 744 743 3.8% senior notes due 2028 994 993 3.25% senior notes due 2030 1,235 1,233 2.95% senior notes due 2031 983 — Long-term debt (1) 8,450 8,216 Current maturities of long-term debt (735) — Long-term debt, excluding current maturities $ 7,715 $ 8,216 ___________________________________ |
Stock-Based Awards and Other _2
Stock-Based Awards and Other Equity Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Units Activity | The following table presents a summary of RSU activity: RSUs Weighted Average (In thousands) Balance as of December 31, 2020 5,037 102.69 Granted 5,232 163.60 Vested (3,209) 124.86 Cancelled (1,238) 125.65 Balance as of December 31, 2021 5,822 140.33 The total market value of shares vested during the years ended December 31, 2021, 2020 and 2019 was $503 million, $172 million and $117 million. The following table presents a summary of PSU activity: PSUs Weighted Average (In thousands) Balance as of December 31, 2020 248 86.33 Granted 216 192.50 Vested (4) 87.90 Cancelled (80) 150.19 Balance as of December 31, 2021 380 133.42 The following table summarizes the estimated vesting, as of December 31, 2021, of PSUs granted in 2021 and 2020, net of forfeiture and vesting since the respective grant dates: Performance Share Units, by grant year 2021 2020 (In thousands) Shares probable to be issued 66 314 Shares not subject to the achievement of minimum performance thresholds — 92 Shares that could be issued if maximum performance thresholds are met 341 314 |
Summary of Stock Option Activity | The following table presents a summary of our stock option activity: Options Weighted Average Remaining Aggregate (In thousands) (In years) (In millions) Balance as of December 31, 2020 8,696 105.75 Granted 2,275 157.18 Exercised (4,968) 103.11 Cancelled (812) 116.29 Balance as of December 31, 2021 5,191 129.17 4.0 $ 268 Exercisable as of December 31, 2021 2,146 108.10 2.0 156 Vested and expected to vest after December 31, 2021 5,191 129.17 4.0 268 |
Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models | The fair value of stock options granted during the year ended December 31, 2021 were estimated at the date of grant using the Black-Scholes option-pricing model, assuming the following weighted average assumptions: Risk-free interest rate 0.82 % Expected volatility 42.64 % Expected life (in years) 5.13 Dividend yield — % Weighted-average estimated fair value of options granted during the year $ 60.39 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Domestic and Foreign Income (Loss) Before Income Taxes | The following table summarizes our U.S. and foreign income (loss) before income taxes: Year Ended December 31, 2021 2020 2019 (In millions) U.S. $ (274) $ (2,354) $ 172 Foreign 236 (797) 603 Total $ (38) $ (3,151) $ 775 |
Components of Income Tax Expense | The following table summarizes our provision for income taxes: Year Ended December 31, 2021 2020 2019 (In millions) Current income tax (benefit) expense: U.S. federal $ 17 $ (31) $ 76 State 7 — 20 Foreign 68 96 198 Current income tax expense 92 65 294 Deferred income tax (benefit) expense: U.S. federal (137) (315) (53) State (19) (65) (9) Foreign 11 (108) (29) Deferred income tax (benefit) expense (145) (488) (91) Income tax (benefit) expense $ (53) $ (423) $ 203 |
Components of Deferred Tax Assets and Deferred Tax Liabilities | As of December 31, 2021 and 2020, the significant components of our deferred tax assets and deferred tax liabilities were as follows: December 31, 2021 2020 (In millions) Deferred tax assets: Provision for accrued expenses $ 85 $ 91 Deferred loyalty rewards 186 180 Net operating loss and tax credit carryforwards 939 752 Stock-based compensation 25 70 Property and equipment 19 54 Operating lease liabilities 96 135 Long-term investments 106 87 Other 62 89 Total deferred tax assets 1,518 1,458 Less valuation allowance (171) (216) Net deferred tax assets $ 1,347 $ 1,242 Deferred tax liabilities: Goodwill and intangible assets (418) (422) Anticipatory foreign tax credits (113) (98) Operating lease ROU assets (93) (126) Other (15) (4) Total deferred tax liabilities $ (639) $ (650) Net deferred tax assets $ 708 $ 592 |
Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations before Income Taxes | A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to income before income taxes to total income tax expense is as follows: Year Ended December 31, 2021 2020 2019 (In millions) Income tax (benefit) expense at the U.S. federal statutory rate of 21% $ (8) $ (662) $ 163 Foreign tax rate differential 3 16 40 U.S. federal research and development credit (27) (24) (25) Excess tax benefits related to stock-based compensation (52) 6 (12) Nondeductible compensation 42 15 13 Unrecognized tax benefits and related interest 6 36 17 Change in valuation allowance (24) 139 (2) Return to provision true-ups 4 (20) (12) State taxes (9) (48) 22 Non-deductible goodwill impairment — 170 — Divestitures and entity restructuring (6) (53) — Foreign-derived intangible income — — (14) Other, net 18 2 13 Income tax (benefit) expense $ (53) $ (423) $ 203 |
Income Tax Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows: 2021 2020 2019 (In millions) Balance, beginning of year $ 345 $ 305 $ 293 Increases to tax positions related to the current year 11 16 12 Increases to tax positions related to prior years 3 18 5 Decreases to tax positions related to prior years (11) (2) — Reductions due to lapsed statute of limitations — (4) (2) Settlements during current year (6) — (11) Interest and penalties 7 12 8 Balance, end of year $ 349 $ 345 $ 305 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Share Repurchases | Shares repurchased under the authorized programs were as follows: Year Ended December 31, 2020 2019 Number of shares repurchased 3.4 million 5.6 million Average price per share $ 109.88 $ 122.72 Total cost of repurchases (in millions) (1) $ 370 $ 683 (1) Amount excludes transaction costs. |
Summary Of Dividends Declared | In 2020 and 2019, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following common stock dividends: Declaration Date Dividend Record Date Total Amount Payment Date Year ended December 31, 2020: February 13, 2020 $ 0.34 March 10, 2020 $ 48 March 26, 2020 Year ended December 31, 2019: February 6, 2019 $ 0.32 March 7, 2019 $ 47 March 27, 2019 May 1, 2019 0.32 May 23, 2019 48 June 13, 2019 July 24, 2019 0.34 August 22, 2019 50 September 12, 2019 November 6, 2019 0.34 November 19, 2019 50 December 12, 2019 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings (Loss) Per Share | The following table presents our basic and diluted earnings (loss) per share: Year Ended December 31, 2021 2020 2019 (In millions, except share and per share data) Net income (loss) attributable to Expedia Group, Inc. $ 12 $ (2,612) $ 565 Preferred stock dividend (67) (75) — Loss on redemption of preferred stock (214) $ — $ — Net income (loss) attributable to Expedia Group, Inc. common stockholders $ (269) $ (2,687) $ 565 Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders: Basic $ (1.80) $ (19.00) $ 3.84 Diluted (1.80) (19.00) 3.77 Weighted average number of shares outstanding (000's): Basic 149,734 141,414 147,194 Dilutive effect of: Stock-based awards — — 2,688 Other dilutive securities — — 2 Diluted 149,734 141,414 149,884 |
Restructuring and Related Reo_2
Restructuring and Related Reorganization Charges (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the restructuring and related reorganization activity for the years ended December 31, 2021 and 2020 with the other charges primarily comprised of lease impairments and professional fees: Employee Severance and Benefits Other Total (In millions) Accrued liability as of January 1, 2020 $ 11 $ 6 $ 17 Charges 205 26 231 Payments (120) (17) (137) Non-cash items 7 (15) (8) Accrued liability as of December 31, 2020 $ 103 $ — $ 103 Charges 30 25 55 Payments (77) (7) (84) Non-cash items (1) (32) (16) (48) Accrued liability as of December 31, 2021 $ 24 $ 2 $ 26 ___________________________________ (1) Non-cash items for 2021 primarily relate to the removal of the Egencia obligations upon its disposal. |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Components of Other Income (Expense) | The following table presents the components of other, net: For the Year Ended December 31, 2021 2020 2019 (In millions) Foreign exchange rate gains ( losses), net $ (48) $ 71 $ (34) Gains (losses) on minority equity investments, net (29) (142) 8 Other 19 (6) 12 Total $ (58) $ (77) $ (14) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Commitments and Obligations | The following table presents these commitments and obligations as of December 31, 2021: By Period Total Less than 1 to 3 3 to 5 More than (In millions) Purchase obligations $ 824 $ 589 $ 222 $ 13 $ — Guarantees 16 16 — — — Letters of credit 20 8 12 — — $ 860 $ 613 $ 234 $ 13 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operating Segment Information | The following tables present our segment information for 2021, 2020 and 2019. 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. Year ended December 31, 2021 Retail B2B trivago Corporate & Total (In millions) Third-party revenue $ 6,821 $ 1,460 $ 317 $ — $ 8,598 Intersegment revenue — — 106 (106) — Revenue $ 6,821 $ 1,460 $ 423 $ (106) $ 8,598 Adjusted EBITDA $ 1,782 $ 110 $ 39 $ (454) $ 1,477 Depreciation (522) (102) (10) (81) (715) Amortization of intangible assets — — — (99) (99) Impairment of goodwill — — — (14) (14) Intangible and other long-term asset impairment — — — (6) (6) Stock-based compensation — — — (418) (418) Legal reserves, occupancy tax and other — — — (1) (1) Restructuring and related reorganization charges — — — (55) (55) Realized (gain) loss on revenue hedges 17 — — — 17 Operating income (loss) $ 1,277 $ 8 $ 29 $ (1,128) 186 Other expense, net (224) Loss before income taxes (38) Provision for income taxes 53 Net income 15 Net income attributable to non-controlling interests (3) Net income attributable to Expedia Group, Inc. 12 Preferred stock dividend (67) Loss on redemption of preferred stock (214) Net loss attributable to Expedia Group, Inc. common stockholders $ (269) Year ended December 31, 2020 Retail B2B trivago Corporate & Eliminations Total (In millions) Third-party revenue $ 3,993 $ 942 $ 205 $ 59 $ 5,199 Intersegment revenue — — 75 (75) — Revenue $ 3,993 $ 942 $ 280 $ (16) $ 5,199 Adjusted EBITDA $ 298 $ (190) $ (14) $ (462) $ (368) Depreciation (525) (128) (12) (74) (739) Amortization of intangible assets — — — (154) (154) Impairment of goodwill — — — (799) (799) Intangible and other long-term asset impairment — — — (175) (175) Stock-based compensation — — — (205) (205) Legal reserves, occupancy tax and other — — — 13 13 Restructuring and related reorganization charges — — — (231) (231) Realized (gain) loss on revenue hedges (58) (3) — — (61) Operating loss $ (285) $ (321) $ (26) $ (2,087) (2,719) Other expense, net (432) Loss before income taxes (3,151) Provision for income taxes 423 Net loss (2,728) Net loss attributable to non-controlling interests 116 Net loss attributable to Expedia Group, Inc. (2,612) Preferred stock dividend (75) Net loss attributable to Expedia Group, Inc. common stockholders $ (2,687) Year ended December 31, 2019 Retail B2B trivago Corporate & Eliminations Total (In millions) Third-party revenue $ 8,808 $ 2,579 $ 622 $ 58 $ 12,067 Intersegment revenue — — 316 (316) — Revenue $ 8,808 $ 2,579 $ 938 $ (258) $ 12,067 Adjusted EBITDA $ 2,171 $ 470 $ 85 $ (592) $ 2,134 Depreciation (512) (110) (11) (79) (712) Amortization of intangible assets — — — (198) (198) Stock-based compensation — — — (241) (241) Legal reserves, occupancy tax and other — — — (34) (34) Restructuring and related reorganization charges — — — (24) (24) Realized (gain) loss on revenue hedges (8) (14) — — (22) Operating income (loss) $ 1,651 $ 346 $ 74 $ (1,168) 903 Other expense, net (128) Income before income taxes 775 Provision for income taxes (203) Net income 572 Net income attributable to non-controlling interests (7) Net income attributable to Expedia Group, Inc. $ 565 |
Schedule of Revenue by Services | Revenue by Business Model and Service Type The following table presents revenue by business model and service type for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 (In millions) Business Model Merchant $ 5,537 $ 3,261 $ 6,763 Agency 2,307 1,267 3,882 Advertising, media and other 754 671 1,422 Total revenue $ 8,598 $ 5,199 $ 12,067 Service Type Lodging $ 6,449 $ 4,051 $ 8,362 Air 254 105 869 Advertising and media 603 405 1,104 Other (1) 1,292 638 1,732 Total revenue $ 8,598 $ 5,199 $ 12,067 ___________________________________ (1) Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business prior to our sale of Egencia on November 1, 2021, among other revenue streams, none of which are individually material. Other also includes product revenue of $59 million and $58 million during the years ended December 31, 2020 and 2019 related to Bodybuilding.com, which was sold in May 2020. |
Schedule of Revenue by Geographic Area | 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, 2021, 2020 and 2019. 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, 2021 2020 2019 (In millions) Revenue United States $ 6,569 $ 3,511 $ 6,869 All other countries 2,029 1,688 5,198 $ 8,598 $ 5,199 $ 12,067 |
Schedule of Property and Equipment by Geographic Area | The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2021 and 2020: As of December 31, 2021 2020 (In millions) Property and equipment, net United States $ 2,056 $ 2,114 All other countries 124 143 $ 2,180 $ 2,257 |
Valuation and Qualifying Acco_2
Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Summary of Changes in 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 as well as refund reserves in 2020 and 2021 due to COVID impacts. Description Balance at Charges to Charges to Other Accounts (1) Deductions Balance at End (In millions) 2021 Allowance for expected credit losses $ 101 $ 7 $ (17) $ (26) $ 65 Other reserves 58 7 (1) — 64 2020 Allowance for expected credit losses $ 41 $ 82 $ 2 $ (24) $ 101 Other reserves 19 39 2 (2) 58 2019 Allowance for doubtful accounts $ 34 $ 25 $ (3) $ (15) $ 41 Other reserves 19 19 ___________________________________ (1) Charges to other accounts primarily relates to amounts acquired through acquisitions or disposed of through sales of businesses, net translation adjustments and reclassifications. |
Significant Accounting Polici_4
Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cost of revenue | [1] | $ 1,522 | $ 1,649 | $ 2,066 |
Selling and marketing | [1] | 4,221 | 2,527 | 6,060 |
Technology and content | [1] | 1,074 | 1,068 | 1,263 |
General and administrative | [1] | $ 705 | 589 | 807 |
As reported | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cost of revenue | 1,680 | 2,077 | ||
Selling and marketing | 2,546 | 6,078 | ||
Technology and content | 1,010 | 1,226 | ||
General and administrative | $ 597 | $ 815 | ||
[1] | (1) Includes stock-based compensation as follows: Cost of revenue $ 22 $ 12 $ 12 Selling and marketing 96 48 45 Technology and content 117 69 74 General and administrative 183 76 110 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) $ in Millions | Jan. 01, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | Dec. 31, 2020EUR (€) | Jun. 30, 2015EUR (€) |
Significant Accounting Policies [Line Items] | |||||||
Prepaid merchant bookings | $ 581 | $ 389 | |||||
Deferred revenue | 166 | 172 | |||||
Redeemable non-controlling interests | 0 | 13 | |||||
Advertising expense | $ 2,700 | $ 1,200 | $ 3,500 | ||||
RSUs | |||||||
Significant Accounting Policies [Line Items] | |||||||
Vesting period | 4 years | ||||||
RSUs | Share-based Payment Arrangement, Tranche One | |||||||
Significant Accounting Policies [Line Items] | |||||||
Vesting period | 1 year | ||||||
Vesting percentage | 25.00% | ||||||
RSUs | Share-based Payment Arrangement, Tranche Two | |||||||
Significant Accounting Policies [Line Items] | |||||||
Vesting period | 3 years | ||||||
Stock Options | |||||||
Significant Accounting Policies [Line Items] | |||||||
Vesting period | 4 years | 4 years | |||||
2.5% (€650 million) Senior Notes Due 2022 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Senior unsecured notes principal amount | € | € 650,000,000 | € 650,000,000 | € 650,000,000 | ||||
Debt, interest rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | ||
Land Improvements | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 15 years | ||||||
Buildings | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 40 years | ||||||
Minimum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Definite lived intangible assets, estimated useful life | 1 year | ||||||
Minimum | Performance stock units ("PSUs") | |||||||
Significant Accounting Policies [Line Items] | |||||||
Vesting period | 2 years | ||||||
Minimum | Computer Equipment | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 3 years | ||||||
Minimum | Software Development | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 3 years | ||||||
Minimum | Furniture and Other Equipment | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 3 years | ||||||
Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Definite lived intangible assets, estimated useful life | 10 years | ||||||
Maximum | Performance stock units ("PSUs") | |||||||
Significant Accounting Policies [Line Items] | |||||||
Vesting period | 3 years | ||||||
Maximum | Computer Equipment | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 5 years | ||||||
Maximum | Software Development | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 5 years | ||||||
Maximum | Furniture and Other Equipment | |||||||
Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 5 years | ||||||
Deferred Merchant Bookings | |||||||
Significant Accounting Policies [Line Items] | |||||||
Deferred merchant bookings | $ 4,900 | $ 2,300 | |||||
Deferred merchant booking liability, decrease due to recognition during period | 1,700 | ||||||
Contract with customer, liability, revenue recognized | 301 | ||||||
Deferred Loyalty Rewards | |||||||
Significant Accounting Policies [Line Items] | |||||||
Deferred merchant bookings | 798 | 769 | |||||
Deferred merchant booking liability, decrease due to recognition during period | $ 569 | ||||||
Deferred Loyalty Rewards | Minimum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Customer loyalty program, period of recognition | 1 year | ||||||
Deferred Loyalty Rewards | Maximum | |||||||
Significant Accounting Policies [Line Items] | |||||||
Customer loyalty program, period of recognition | 2 years | ||||||
Other Deferred Revenue | |||||||
Significant Accounting Policies [Line Items] | |||||||
Contract with customer, liability, revenue recognized | $ 105 | ||||||
Deferred revenue | $ 166 | $ 172 |
Significant Accounting Polici_6
Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 4,111 | $ 3,363 | ||
Restricted cash and cash equivalents | 1,694 | 772 | ||
Restricted cash included within long-term investments and other assets | 0 | 3 | ||
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow | $ 5,805 | $ 4,138 | $ 4,097 | $ 2,705 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Foreign currency forward contracts | ||
Derivatives: | ||
Foreign currency forward contracts, assets | $ 3 | |
Liabilities | ||
Foreign currency forward contracts | $ 14 | |
Recurring basis | ||
Investments: | ||
Total assets | 1,335 | 493 |
Recurring basis | Foreign currency forward contracts | ||
Derivatives: | ||
Foreign currency forward contracts, assets | 3 | |
Liabilities | ||
Foreign currency forward contracts | 14 | |
Recurring basis | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 47 | 147 |
Recurring basis | Mutual funds | ||
Cash equivalents: | ||
Cash equivalents | 23 | |
Recurring basis | Term deposits | ||
Cash equivalents: | ||
Cash equivalents | 153 | 49 |
Investments: | ||
Investments | 200 | 24 |
Recurring basis | Equity investments | ||
Investments: | ||
Investments | 909 | 123 |
Recurring basis | U.S. treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 150 | |
Recurring basis | Level 1 | ||
Investments: | ||
Total assets | 164 | 420 |
Recurring basis | Level 1 | Foreign currency forward contracts | ||
Derivatives: | ||
Foreign currency forward contracts, assets | 0 | |
Liabilities | ||
Foreign currency forward contracts | 0 | |
Recurring basis | Level 1 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 47 | 147 |
Recurring basis | Level 1 | Mutual funds | ||
Cash equivalents: | ||
Cash equivalents | 23 | |
Recurring basis | Level 1 | Term deposits | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Investments: | ||
Investments | 0 | 0 |
Recurring basis | Level 1 | Equity investments | ||
Investments: | ||
Investments | 94 | 123 |
Recurring basis | Level 1 | U.S. treasury securities | ||
Cash equivalents: | ||
Cash equivalents | 150 | |
Recurring basis | Level 2 | ||
Investments: | ||
Total assets | 356 | 73 |
Recurring basis | Level 2 | Foreign currency forward contracts | ||
Derivatives: | ||
Foreign currency forward contracts, assets | 3 | |
Liabilities | ||
Foreign currency forward contracts | 14 | |
Recurring basis | Level 2 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | 0 |
Recurring basis | Level 2 | Mutual funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Recurring basis | Level 2 | Term deposits | ||
Cash equivalents: | ||
Cash equivalents | 153 | 49 |
Investments: | ||
Investments | 200 | 24 |
Recurring basis | Level 2 | Equity investments | ||
Investments: | ||
Investments | 0 | 0 |
Recurring basis | Level 2 | U.S. treasury securities | ||
Cash equivalents: | ||
Cash equivalents | $ 0 | |
Recurring basis | Level 3 | ||
Investments: | ||
Total assets | 815 | |
Recurring basis | Level 3 | Foreign currency forward contracts | ||
Derivatives: | ||
Foreign currency forward contracts, assets | 0 | |
Recurring basis | Level 3 | Money market funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Recurring basis | Level 3 | Mutual funds | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Recurring basis | Level 3 | Term deposits | ||
Cash equivalents: | ||
Cash equivalents | 0 | |
Investments: | ||
Investments | 0 | |
Recurring basis | Level 3 | Equity investments | ||
Investments: | ||
Investments | $ 815 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 01, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) on investments | $ (29,000,000) | $ (142,000,000) | $ 8,000,000 | |
Net gains (losses) from foreign currency forward contracts | 1,000,000 | 74,000,000 | (8,000,000) | |
Impairment of goodwill | 14,000,000 | 799,000,000 | 0 | |
Goodwill | 7,171,000,000 | 7,380,000,000 | 8,127,000,000 | |
Intangible and other long-term asset impairment | 0 | |||
Investments without readily determinable fair values | 330,000,000 | $ 330,000,000 | ||
Unrealized upward adjustment, cumulative | 2,000,000 | |||
Unrealized downward adjustment, cumulative | 105,000,000 | |||
Measurement Input, Long-term Revenue Growth Rate | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value estimates, percent | 2.50% | |||
Control Premium | Valuation, Market Approach | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value estimates, percent | 20.00% | |||
Revenue Multiple | Valuation, Market Approach | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value estimates, percent | 350.00% | |||
Measurement Input, Long Term EBITDA Growth Rate | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value estimates, percent | 24.00% | |||
Minimum | Level 3 | Measurement Input, Projected Revenues And Royalty Rates | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Intangible assets, indefinite-lived (excluding goodwill), measurement input | 0.02 | |||
Maximum | Level 3 | Measurement Input, Projected Revenues And Royalty Rates | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Intangible assets, indefinite-lived (excluding goodwill), measurement input | 0.08 | |||
Weighted Average | Weighted Average Cost of Capital | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value estimates, percent | 9.00% | |||
Weighted Average | Level 3 | Measurement Input, Projected Revenues And Royalty Rates | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Intangible assets, indefinite-lived (excluding goodwill), measurement input | 0.07 | |||
Retail | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of goodwill | 0 | $ 559,000,000 | ||
Goodwill | 6,462,000,000 | 6,505,000,000 | 7,049,000,000 | |
Intangible and other long-term asset impairment | 175,000,000 | |||
Trivago | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of goodwill | 0 | 240,000,000 | ||
Goodwill | 315,000,000 | 337,000,000 | 549,000,000 | |
B2B | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of goodwill | 14,000,000 | 0 | ||
Goodwill | 394,000,000 | 538,000,000 | 529,000,000 | |
Long-lived assets impairment charge | 6,000,000 | |||
Nonrecurring basis | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity securities, other-than-temporary impairments | 0 | 134,000,000 | 2,000,000 | |
Nonrecurring basis | Retail | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of goodwill | 559,000,000 | |||
Goodwill | 2,300,000,000 | |||
Intangible and other long-term asset impairment | 175,000,000 | |||
Impairment of definite-lived intangible assets | 35,000,000 | |||
Nonrecurring basis | Retail | Other | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived assets impairment charge | 21,000,000 | |||
Nonrecurring basis | Retail | Trade Names | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of indefinite-lived intangible assets | 119,000,000 | |||
Nonrecurring basis | Trivago | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of goodwill | 240,000,000 | |||
Foreign currency forward contracts | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notional amount of foreign currency derivatives | 1,700,000,000 | |||
Foreign currency forward contracts, assets | 3,000,000 | |||
Gross forward asset | 12,000,000 | |||
Foreign currency forward contracts | 14,000,000 | |||
Gross forward liability | 23,000,000 | |||
Despegar.com Corp. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) on investments | $ (29,000,000) | $ (6,000,000) | $ 10,000,000 |
Fair Value Measurements - Equit
Fair Value Measurements - Equity Method Investments (Details) - Equity investments $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2020 | $ 0 |
Additions | 815 |
Balance at December 31, 2021 | $ 815 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 4,715 | $ 5,495 |
Less: accumulated depreciation | (2,568) | (3,289) |
Projects in progress | 33 | 51 |
Property and equipment, net | 2,180 | 2,257 |
Capitalized software development | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 2,892 | 3,374 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 351 | 617 |
Furniture and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 106 | 128 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 1,220 | 1,230 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 146 | $ 146 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized software development costs, net of accumulated amortization | $ 895 | $ 898 | |
Amortization of capitalized software development costs | 588 | 593 | $ 556 |
Accounts Payable | |||
Property, Plant and Equipment [Line Items] | |||
Acquisition of property and equipment, non-cash investing activity | $ 4 | $ 9 | $ 34 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Lessor, operating lease, renewal term | 10 years | ||
Lessor, operating lease, option to terminate | 1 year | ||
Operating lease costs | $ 119 | $ 159 | $ 170 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, term of contract | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, term of contract | 16 years |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating lease payments | $ 151 | $ 139 | $ 152 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | $ 30 | $ 117 | $ 183 |
Leases - Supplemental Consolida
Leases - Supplemental Consolidated Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 407 | $ 574 |
Current lease liabilities, included within Accrued expenses and other current liabilities | $ 77 | $ 126 |
Operating lease, liability, current, statement of financial position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Long-term lease liabilities, included within Operating lease liabilities | $ 360 | $ 513 |
Total operating lease liabilities | $ 437 | $ 639 |
Weighted average remaining lease term | 8 years 1 month 6 days | 8 years 9 months 18 days |
Weighted average discount rate | 3.50% | 3.60% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 91 | |
2023 | 77 | |
2024 | 57 | |
2025 | 49 | |
2026 | 46 | |
2027 and thereafter | 184 | |
Total lease payments | 504 | |
Less: imputed interest | (67) | |
Total | $ 437 | $ 639 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 7,171 | $ 7,380 | $ 8,127 |
Intangible assets with indefinite lives | 1,166 | 1,183 | |
Intangible assets with definite lives, net | 227 | 332 | |
Goodwill and intangible assets | $ 8,564 | $ 8,895 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Impairment of goodwill | $ 14,000,000 | $ 799,000,000 | $ 0 |
Intangible and other long-term asset impairment | 0 | ||
Accumulated goodwill impairment loss | 3,300,000,000 | 3,400,000,000 | |
Amortization of intangible assets | 99,000,000 | 154,000,000 | $ 198,000,000 |
Retail | |||
Goodwill [Line Items] | |||
Impairment of goodwill | 0 | 559,000,000 | |
Intangible and other long-term asset impairment | 175,000,000 | ||
Accumulated goodwill impairment loss | 3,000,000,000 | 3,100,000,000 | |
Retail | Nonrecurring Basis | |||
Goodwill [Line Items] | |||
Impairment of goodwill | 559,000,000 | ||
Intangible and other long-term asset impairment | 175,000,000 | ||
Trivago | |||
Goodwill [Line Items] | |||
Impairment of goodwill | 0 | 240,000,000 | |
Accumulated goodwill impairment loss | 240,000,000 | 240,000,000 | |
Trivago | Nonrecurring Basis | |||
Goodwill [Line Items] | |||
Impairment of goodwill | 240,000,000 | ||
B2B | |||
Goodwill [Line Items] | |||
Impairment of goodwill | 14,000,000 | $ 0 | |
Accumulated goodwill impairment loss | $ 14,000,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Changes in Goodwill by Reportable Segment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 7,380,000,000 | $ 8,127,000,000 | |
Impairment charges | (14,000,000) | (799,000,000) | $ 0 |
Additions | 5,000,000 | ||
Deductions | (201,000,000) | ||
Foreign exchange translation and other | 1,000,000 | 52,000,000 | |
Goodwill, Ending Balance | 7,171,000,000 | 7,380,000,000 | 8,127,000,000 |
Retail | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 6,505,000,000 | 7,049,000,000 | |
Impairment charges | 0 | (559,000,000) | |
Additions | 0 | ||
Deductions | (34,000,000) | ||
Foreign exchange translation and other | (9,000,000) | 15,000,000 | |
Goodwill, Ending Balance | 6,462,000,000 | 6,505,000,000 | 7,049,000,000 |
B2B | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 538,000,000 | 529,000,000 | |
Impairment charges | (14,000,000) | 0 | |
Additions | 0 | ||
Deductions | (167,000,000) | ||
Foreign exchange translation and other | 37,000,000 | 9,000,000 | |
Goodwill, Ending Balance | 394,000,000 | 538,000,000 | 529,000,000 |
trivago | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 337,000,000 | 549,000,000 | |
Impairment charges | 0 | (240,000,000) | |
Additions | 5,000,000 | ||
Deductions | 0 | ||
Foreign exchange translation and other | (27,000,000) | 28,000,000 | |
Goodwill, Ending Balance | $ 315,000,000 | $ 337,000,000 | $ 549,000,000 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 2,371 | $ 2,547 |
Accumulated Amortization | (2,144) | (2,215) |
Net | 227 | 332 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 565 | 638 |
Accumulated Amortization | (502) | (540) |
Net | 63 | 98 |
Supplier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 626 | 661 |
Accumulated Amortization | (564) | (556) |
Net | 62 | 105 |
Domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 164 | 173 |
Accumulated Amortization | (133) | (133) |
Net | 31 | 40 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,016 | 1,075 |
Accumulated Amortization | (945) | (986) |
Net | $ 71 | $ 89 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 85 | |
2023 | 53 | |
2024 | 49 | |
2025 | 33 | |
2026 | 7 | |
2027 and thereafter | 0 | |
Net | $ 227 | $ 332 |
Debt - Long Term Debt Outstandi
Debt - Long Term Debt Outstanding (Details) | Dec. 31, 2021USD ($) | Dec. 31, 2021EUR (€) | May 31, 2021 | Mar. 03, 2021USD ($) | Feb. 19, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Jun. 30, 2015EUR (€) |
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 8,450,000,000 | $ 8,216,000,000 | ||||||
Current maturities of long-term debt | (735,000,000) | 0 | ||||||
Long-term debt, excluding current maturities | $ 7,715,000,000 | $ 8,216,000,000 | ||||||
2.5% (€650 million) senior notes due 2022 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | |||
Senior unsecured notes principal amount | € | € 650,000,000 | € 650,000,000 | € 650,000,000 | |||||
2.5% (€650 million) senior notes due 2022 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 735,000,000 | $ 798,000,000 | ||||||
3.6% senior notes due 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 3.60% | 3.60% | 3.60% | 3.60% | ||||
3.6% senior notes due 2023 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 497,000,000 | $ 496,000,000 | ||||||
4.5% senior notes due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 4.50% | 4.50% | 4.50% | 4.50% | ||||
Senior unsecured notes principal amount | $ 500,000,000 | |||||||
4.5% senior notes due 2024 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 498,000,000 | $ 497,000,000 | ||||||
6.25% senior notes due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 6.25% | 6.25% | 6.25% | 6.25% | ||||
6.25% senior notes due 2025 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 6.25% | 6.25% | 6.25% | |||||
Long-term Debt | $ 1,033,000,000 | $ 1,972,000,000 | ||||||
7.0% senior notes due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 7.00% | 7.00% | 7.00% | 7.00% | ||||
7.0% senior notes due 2025 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 7.00% | 7.00% | 7.00% | |||||
Long-term Debt | $ 0 | $ 740,000,000 | ||||||
5.0% senior notes due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 5.00% | 5.00% | 5.00% | 5.00% | ||||
Senior unsecured notes principal amount | $ 750,000,000 | |||||||
5.0% senior notes due 2026 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 745,000,000 | $ 744,000,000 | ||||||
0% convertible senior notes due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 0.00% | 0.00% | 0.00% | 0.00% | ||||
0% convertible senior notes due 2026 | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 0.00% | |||||||
Senior unsecured notes principal amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||||
Long-term Debt | $ 986,000,000 | $ 0 | ||||||
4.625% senior notes due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 4.625% | 4.625% | 4.625% | 4.625% | ||||
4.625% senior notes due 2027 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 744,000,000 | $ 743,000,000 | ||||||
3.8% senior notes due 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 3.80% | 3.80% | 3.80% | 3.80% | ||||
Senior unsecured notes principal amount | $ 1,000,000,000 | |||||||
3.8% senior notes due 2028 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 994,000,000 | $ 993,000,000 | ||||||
3.25% senior notes due 2030 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 3.25% | 3.25% | 3.25% | 3.25% | ||||
Senior unsecured notes principal amount | $ 1,250,000,000 | |||||||
3.25% senior notes due 2030 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt | $ 1,235,000,000 | $ 1,233,000,000 | ||||||
2.95% senior notes due 2031 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 0.0295% | 0.0295% | 0.0295% | 0.0295% | ||||
2.95% senior notes due 2031 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, interest rate | 2.95% | 2.95% | ||||||
Senior unsecured notes principal amount | $ 1,000,000,000 | |||||||
Long-term Debt | $ 983,000,000 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | Mar. 03, 2021USD ($) | Feb. 19, 2021USD ($)day$ / shares | Feb. 09, 2021 | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2021EUR (€) | May 31, 2021 | Dec. 31, 2020EUR (€) | Jun. 30, 2015EUR (€) |
Debt Instrument [Line Items] | ||||||||||
Repayments of senior debt | $ 1,706,000,000 | $ 750,000,000 | $ 0 | |||||||
Loss on debt extinguishment | 280,000,000 | 0 | 0 | |||||||
Payments of debt extinguishment costs | 258,000,000 | $ 0 | $ 0 | |||||||
Write off of deferred debt issuance cost | $ 23,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Long-term debt | $ 8,450,000,000 | $ 8,216,000,000 | ||||||||
Common stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior unsecured notes principal amount | $ 0 | 0 | ||||||||
Credit facility | 1,145,000,000 | |||||||||
Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit issued under the credit facility | $ 14,000,000 | 13,000,000 | ||||||||
Minimum | Debt instrument, redemption, period two | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 1.00% | 1.00% | ||||||||
Minimum | Debt instrument, redemption, period three | Revolving Credit Facility | Base rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 0.00% | 0.00% | ||||||||
Maximum | Debt instrument, redemption, period two | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 1.75% | 1.75% | ||||||||
Maximum | Debt instrument, redemption, period three | Revolving Credit Facility | Base rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 0.75% | 0.75% | ||||||||
Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Accrued interest related to senior notes | $ 98,000,000 | 110,000,000 | ||||||||
Senior notes | Upon the occurrence of certain change of control triggering events | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument redemption price percentage | 101.00% | |||||||||
Senior notes | Estimate of Fair Value Measurement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value of senior notes | $ 8,000,000,000 | $ 9,100,000,000 | ||||||||
7.0% senior notes due 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 7.00% | 7.00% | 7.00% | 7.00% | ||||||
7.0% senior notes due 2025 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 7.00% | 7.00% | 7.00% | |||||||
Long-term debt | $ 0 | $ 740,000,000 | ||||||||
6.25% senior notes due 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 6.25% | 6.25% | 6.25% | 6.25% | ||||||
6.25% senior notes due 2025 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 6.25% | 6.25% | 6.25% | |||||||
Repayments of senior debt | $ 956,000,000 | |||||||||
Long-term debt | $ 1,033,000,000 | $ 1,972,000,000 | ||||||||
6.25% senior notes due 2025 | Unsecured senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 6.25% | 6.25% | ||||||||
Senior unsecured notes principal amount | $ 1,000,000,000 | |||||||||
Debt instrument redemption price percentage | 100.00% | |||||||||
0% convertible senior notes due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 0.00% | 0.00% | 0.00% | 0.00% | ||||||
0% convertible senior notes due 2026 | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 0.00% | |||||||||
Senior unsecured notes principal amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||||||
Proceeds from convertible debt | $ 983,000,000 | |||||||||
Debt instrument, convertible, conversion ratio | 0.0039212 | |||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 255.02 | |||||||||
Long-term debt | 986,000,000 | $ 0 | ||||||||
Debt issuance costs, net | 14,000,000 | |||||||||
Amortization of debt issuance costs | 3,000,000 | |||||||||
0% convertible senior notes due 2026 | Convertible Debt | Upon the occurrence of certain change of control triggering events | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold trading days (at least) | day | 20 | |||||||||
Consecutive trading days | day | 30 | |||||||||
Threshold percentage of stock price trigger (equal to or greater than) | 130.00% | |||||||||
0% convertible senior notes due 2026 | Convertible Debt | Debt instrument, redemption, period two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of business days | 5 days | |||||||||
Consecutive business days | 5 days | |||||||||
Percentage of product of the last reported sale price of common stock and the conversion rate on each such trading day (less than) | 98.00% | |||||||||
0% convertible senior notes due 2026 | Convertible Debt | Debt instrument, redemption, period three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold trading days (at least) | day | 20 | |||||||||
Consecutive trading days | day | 30 | |||||||||
Threshold percentage of stock price trigger (equal to or greater than) | 130.00% | |||||||||
Debt instrument redemption price percentage | 100.00% | |||||||||
0% convertible senior notes due 2026 | Convertible Debt | Estimate of Fair Value Measurement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair value of senior notes | $ 1,200,000,000 | |||||||||
2.95% senior notes due 2031 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 0.0295% | 0.0295% | 0.0295% | 0.0295% | ||||||
2.95% senior notes due 2031 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 2.95% | 2.95% | ||||||||
Senior unsecured notes principal amount | $ 1,000,000,000 | |||||||||
Long-term debt | $ 983,000,000 | $ 0 | ||||||||
Senior notes issued price percentage | 99.081% | |||||||||
Net proceeds from issuance of notes | $ 982,000,000 | |||||||||
2.5% (€650 million) senior notes due 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | |||||
Senior unsecured notes principal amount | € | € 650,000,000 | € 650,000,000 | € 650,000,000 | |||||||
Debt instrument redemption price percentage | 100.00% | |||||||||
Senior notes issued price percentage | 99.525% | 99.525% | ||||||||
2.5% (€650 million) senior notes due 2022 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 735,000,000 | $ 798,000,000 | ||||||||
3.6% senior notes due 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 3.60% | 3.60% | 3.60% | 3.60% | ||||||
3.6% senior notes due 2023 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 497,000,000 | $ 496,000,000 | ||||||||
3.6% senior notes due 2023 | Unsecured senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 3.60% | 3.60% | ||||||||
Senior unsecured notes principal amount | $ 500,000,000 | |||||||||
Senior notes issued price percentage | 99.922% | 99.922% | ||||||||
4.5% senior notes due 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 4.50% | 4.50% | 4.50% | 4.50% | ||||||
Senior unsecured notes principal amount | $ 500,000,000 | |||||||||
Debt instrument redemption price percentage | 100.00% | |||||||||
Senior notes issued price percentage | 99.444% | 99.444% | ||||||||
4.5% senior notes due 2024 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 498,000,000 | $ 497,000,000 | ||||||||
5.0% senior notes due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 5.00% | 5.00% | 5.00% | 5.00% | ||||||
Senior unsecured notes principal amount | $ 750,000,000 | |||||||||
Debt instrument redemption price percentage | 100.00% | |||||||||
Senior notes issued price percentage | 99.535% | 99.535% | ||||||||
5.0% senior notes due 2026 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 745,000,000 | $ 744,000,000 | ||||||||
4.625% senior notes due 2027 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 4.625% | 4.625% | 4.625% | 4.625% | ||||||
4.625% senior notes due 2027 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 744,000,000 | $ 743,000,000 | ||||||||
4.625% senior notes due 2027 | Unsecured senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 4.625% | 4.625% | ||||||||
Senior unsecured notes principal amount | $ 750,000,000 | |||||||||
Senior notes issued price percentage | 99.997% | 99.997% | ||||||||
3.8% senior notes due 2028 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 3.80% | 3.80% | 3.80% | 3.80% | ||||||
Senior unsecured notes principal amount | $ 1,000,000,000 | |||||||||
Debt instrument redemption price percentage | 100.00% | |||||||||
Senior notes issued price percentage | 99.747% | 99.747% | ||||||||
3.8% senior notes due 2028 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 994,000,000 | $ 993,000,000 | ||||||||
3.25% senior notes due 2030 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 3.25% | 3.25% | 3.25% | 3.25% | ||||||
Senior unsecured notes principal amount | $ 1,250,000,000 | |||||||||
Debt instrument redemption price percentage | 100.00% | |||||||||
Senior notes issued price percentage | 99.225% | 99.225% | ||||||||
3.25% senior notes due 2030 | Senior notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 1,235,000,000 | $ 1,233,000,000 | ||||||||
Foreign credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Additional borrowing capacity | 855,000,000 | |||||||||
Credit facility borrowings outstanding | $ 0 | $ 0 | ||||||||
Foreign credit facility | Minimum | Debt instrument, redemption, period two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 1.25% | 1.25% | ||||||||
Foreign credit facility | Minimum | Debt instrument, redemption, period three | Base rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 0.25% | 0.25% | ||||||||
Foreign credit facility | Maximum | Debt instrument, redemption, period two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 2.00% | 2.00% | ||||||||
Foreign credit facility | Maximum | Debt instrument, redemption, period three | Base rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, interest rate | 1.00% | 1.00% |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |||
Percentage of employees contributions maximum | 50.00% | ||
Employer matching contribution per each dollar a participant contributes | $ 0.50 | ||
Percentage of company matches of employees contributions maximum | 3.00% | ||
Employee vesting period | 2 years | ||
Employer contributions for benefit plans | $ 68,000,000 | $ 63,000,000 | $ 81,000,000 |
Stock-Based Awards and Other _3
Stock-Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for new stock-based awards, shares | 9,000 | ||
Market value of shares vested in period | $ 503 | $ 172 | $ 117 |
Stock-based compensation | 418 | 205 | 241 |
Stock-based compensation tax benefit | 157 | 44 | 55 |
Capitalized stock-based compensation expense | 68 | 36 | 30 |
Cash received from stock-based award exercises | 476 | 301 | |
Income tax benefit associated with employees exercise of stock-based awards | 28 | $ 1 | $ 60 |
Unrecognized stock-based compensation expense | $ 881 | ||
Unrecognized stock-based compensation expense expected recognition period | 2 years 11 months 1 day | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock purchase price as percentage of fair market value | 85.00% | ||
Eligible employees contribution of base compensation | 15.00% | ||
Employee stock purchase plan, shares purchased | 194 | 212 | 171 |
Employee stock ownership plan, average purchase price of shares purchased | $ 135.38 | $ 84.89 | $ 99.41 |
Increase in number of shares reserved for issuance (in shares) | 1,000 | ||
Number of shares available for issuance (in shares) | 1,200 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price, as of year end (in dollars per share) | $ 180.72 | ||
Total intrinsic value of stock options exercised, value | $ 302 | $ 74 | $ 145 |
Stock-Based Awards and Other _4
Stock-Based Awards and Other Equity Instruments - Summary of Restricted Stock Units Activity (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSUs | |
Number of Shares | |
Beginning balance (in shares) | shares | 5,037 |
Granted (in shares) | shares | 5,232 |
Vested (in shares) | shares | (3,209) |
Cancelled (in shares) | shares | (1,238) |
Ending balance (in shares) | shares | 5,822 |
Weighted Average Grant-Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 102.69 |
Granted (in dollars per share) | $ / shares | 163.60 |
Vested (in dollars per share) | $ / shares | 124.86 |
Cancelled (in dollars per share) | $ / shares | 125.65 |
Ending balance (in dollars per share) | $ / shares | $ 140.33 |
PSUs | |
Number of Shares | |
Beginning balance (in shares) | shares | 248 |
Granted (in shares) | shares | 216 |
Vested (in shares) | shares | (4) |
Cancelled (in shares) | shares | (80) |
Ending balance (in shares) | shares | 380 |
Weighted Average Grant-Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 86.33 |
Granted (in dollars per share) | $ / shares | 192.50 |
Vested (in dollars per share) | $ / shares | 87.90 |
Cancelled (in dollars per share) | $ / shares | 150.19 |
Ending balance (in dollars per share) | $ / shares | $ 133.42 |
Stock-Based Awards and Other _5
Stock-Based Awards and Other Equity Instruments - Performance Share Units (Details) - PSUs - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares probable to be issued | 66 | 314 |
Shares not subject to the achievement of minimum performance thresholds | 0 | 92 |
Shares that could be issued if maximum performance thresholds are met | 341 | 314 |
Stock-Based Awards and Other _6
Stock-Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) - Stock Options $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Options | |
Beginning balance (in shares) | shares | 8,696 |
Granted (in shares) | shares | 2,275 |
Exercised (in shares) | shares | (4,968) |
Cancelled (in shares) | shares | (812) |
Ending balance (in shares) | shares | 5,191 |
Exercisable as of end of the period (in shares) | shares | 2,146 |
Vested and expected to vest (in shares) | shares | 5,191 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 105.75 |
Granted (in dollars per share) | $ / shares | 157.18 |
Exercised (in dollars per share) | $ / shares | 103.11 |
Cancelled (in dollars per share) | $ / shares | 116.29 |
Ending balance (in dollars per share) | $ / shares | 129.17 |
Exercisable as of end of the period (in dollars per share) | $ / shares | 108.10 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 129.17 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Remaining Contractual Life (In years) | 4 years |
Remaining Contractual Life (In years), Exercisable as of end of the period | 2 years |
Remaining Contractual Life (In years), Vested and expected to vest | 4 years |
Aggregate Intrinsic Value | $ | $ 268 |
Aggregate intrinsic value, Exercisable as of end of the period | $ | 156 |
Aggregate intrinsic value, Vested and expected to vest | $ | $ 268 |
Stock-Based Awards and Other _7
Stock-Based Awards and Other Equity Instruments - Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.82% |
Expected volatility | 42.64% |
Expected life (in years) | 5 years 1 month 17 days |
Dividend yield | 0.00% |
Weighted-average estimated fair value of options granted during the year (in dollars per share) | $ 60.39 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Income Loss Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (274) | $ (2,354) | $ 172 |
Foreign | 236 | (797) | 603 |
Income (loss) before income taxes | $ (38) | $ (3,151) | $ 775 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax (benefit) expense: | |||
U.S. federal | $ 17 | $ (31) | $ 76 |
State | 7 | 0 | 20 |
Foreign | 68 | 96 | 198 |
Current income tax expense | 92 | 65 | 294 |
Deferred income tax (benefit) expense: | |||
U.S. federal | (137) | (315) | (53) |
State | (19) | (65) | (9) |
Foreign | 11 | (108) | (29) |
Deferred income tax (benefit) expense | (145) | (488) | (91) |
Income tax (benefit) expense | $ (53) | $ (423) | $ 203 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||||
Reduction in current income tax payable attributable to stock-based compensation | $ 28 | $ 1 | $ 60 | |
Valuation allowance | 171 | 216 | ||
Increase in NOL valuation allowance | 45 | |||
Undistributed earnings of foreign subsidiaries | 69 | |||
Unrecognized tax benefits | 349 | 345 | 305 | $ 293 |
Unrecognized tax benefits that would impact effective tax rate | 213 | 219 | 188 | |
Uncertain tax positions, interest and penalties | 56 | 49 | ||
Interest and penalties | 7 | $ 12 | $ 8 | |
Federal | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 1,900 | |||
Indefinitely carried forward net operating loss carryforwards | 1,900 | |||
Unrecognized deferred tax liability related to the U.S. federal income tax consequences of undistributed earnings of foreign subsidiaries | 18 | |||
State | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 892 | |||
Indefinitely carried forward net operating loss carryforwards | 164 | |||
Net operating loss carryforwards subject to expiration | 728 | |||
Foreign | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 1,100 | |||
Indefinitely carried forward net operating loss carryforwards | 191 | |||
Net operating loss carryforwards subject to expiration | 919 | |||
IRS | ||||
Income Taxes [Line Items] | ||||
Increase in prior years taxable revenue due to tax examination | 696 | |||
Additional federal tax expense due to tax examination | $ 244 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Provision for accrued expenses | $ 85 | $ 91 |
Deferred loyalty rewards | 186 | 180 |
Net operating loss and tax credit carryforwards | 939 | 752 |
Stock-based compensation | 25 | 70 |
Property and equipment | 19 | 54 |
Operating lease liabilities | 96 | 135 |
Long-term investments | 106 | 87 |
Other | 62 | 89 |
Total deferred tax assets | 1,518 | 1,458 |
Less valuation allowance | (171) | (216) |
Net deferred tax assets | 1,347 | 1,242 |
Deferred tax liabilities: | ||
Goodwill and intangible assets | (418) | (422) |
Anticipatory foreign tax credits | (113) | (98) |
Operating lease ROU assets | (93) | (126) |
Other | (15) | (4) |
Total deferred tax liabilities | (639) | (650) |
Net deferred tax assets | $ 708 | $ 592 |
Income Taxes - Schedule of Stat
Income Taxes - Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax (benefit) expense at the U.S. federal statutory rate of 21% | $ (8) | $ (662) | $ 163 |
Foreign tax rate differential | 3 | 16 | 40 |
U.S. federal research and development credit | (27) | (24) | (25) |
Excess tax benefits related to stock-based compensation | (52) | 6 | (12) |
Nondeductible compensation | 42 | 15 | 13 |
Unrecognized tax benefits and related interest | 6 | 36 | 17 |
Change in valuation allowance | (24) | 139 | (2) |
Return to provision true-ups | 4 | (20) | (12) |
State taxes | (9) | (48) | 22 |
Non-deductible goodwill impairment | 0 | 170 | 0 |
Divestitures and entity restructuring | (6) | (53) | 0 |
Foreign-derived intangible income | 0 | 0 | (14) |
Other, net | 18 | 2 | 13 |
Income tax (benefit) expense | $ (53) | $ (423) | $ 203 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 345 | $ 305 | $ 293 |
Increases to tax positions related to the current year | 11 | 16 | 12 |
Increases to tax positions related to prior years | 3 | 18 | 5 |
Decreases to tax positions related to prior years | (11) | (2) | 0 |
Reductions due to lapsed statute of limitations | 0 | (4) | (2) |
Settlements during current year | (6) | 0 | (11) |
Interest and penalties | 7 | 12 | 8 |
Ending balance | $ 349 | $ 345 | $ 305 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) | Oct. 15, 2021USD ($) | May 20, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | May 05, 2020USD ($)$ / sharesshares | Nov. 30, 2021shares | May 31, 2021shares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Feb. 19, 2021$ / shares | Dec. 30, 2018shares | Dec. 31, 2015shares | Dec. 31, 2012shares | Dec. 31, 2010shares | Dec. 31, 2006shares |
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized (in shares) | 1,600,000,000 | 1,600,000,000 | 1,600,000,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock warrants, net of issuance costs | $ | $ 110,000,000 | ||||||||||||||
Preferred stock dividends | $ | $ 67,000,000 | 75,000,000 | |||||||||||||
Loss on redemption of preferred stock | $ | $ 214,000,000 | $ 0 | $ 0 | ||||||||||||
Treasury stock (in shares) | 130,767,000 | 131,813,000 | 130,767,000 | ||||||||||||
Authorized share repurchase (up to) | 105,000,000 | 105,000,000 | 15,000,000 | 10,000,000 | |||||||||||
Stock repurchased during period, shares | 0 | ||||||||||||||
Number of shares authorized and remaining under the repurchase program | 23,300,000 | ||||||||||||||
Board of Directors Chairman | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Authorized share repurchase (up to) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||
AP Fort Holdings, L.P. | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Proceeds from issuance of private placement | $ | $ 588,000,000 | ||||||||||||||
Silver Lake Group, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Proceeds from issuance of private placement | $ | $ 588,000,000 | ||||||||||||||
Class B Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Number of voting rights to each shareholder, per share | vote | 10 | ||||||||||||||
Treasury stock (in shares) | 7,300,000 | 7,300,000 | 7,300,000 | ||||||||||||
Series A Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, dividend rate, percentage | 9.50% | ||||||||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||||
Preferred stock | $ | $ 1,022,000,000 | $ 0 | $ 1,022,000,000 | ||||||||||||
Initial discount and issuance costs related to preferred stock | $ | $ 68,000,000 | ||||||||||||||
Preferred stock, percent of outstanding shares redeemed | 50.00% | 50.00% | |||||||||||||
Preferred stock, redemption price, percentage of principal amount redeemed | 103.00% | 103.00% | |||||||||||||
Preferred stock, redemption amount | $ | $ 635,000,000 | $ 640,000,000 | |||||||||||||
Preferred stock redemption premium | $ | 18,000,000 | 18,000,000 | |||||||||||||
Preferred stock dividends | $ | $ 17,000,000 | $ 22,000,000 | 67,000,000 | ||||||||||||
Loss on redemption of preferred stock | $ | 214,000,000 | ||||||||||||||
Preferred stock, initial discount and issuance costs and warrants | $ | 178,000,000 | ||||||||||||||
Remaining carrying amount | $ | $ 0 | ||||||||||||||
Preferred dividends declared paid (in dollars per share) | $ / shares | $ 74.96 | ||||||||||||||
Series A Preferred Stock | Debt Instrument, Redemption, Period One | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, liquidation preference, percent | 103.00% | ||||||||||||||
Series A Preferred Stock | AP Fort Holdings, L.P. | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 600,000 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||
Series A Preferred Stock | Silver Lake Group, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 600,000 | ||||||||||||||
Warrant | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Class of warrant or right, expiration period | 10 years | ||||||||||||||
Warrants remain outstanding (in shares) | 0 | ||||||||||||||
Warrant | AP Fort Holdings, L.P. | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants purchased (in shares) | 4,200,000 | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 72 | ||||||||||||||
Shares issued in transaction (in shares) | 2,500,000 | ||||||||||||||
Warrant | Silver Lake Group, LLC | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants purchased (in shares) | 4,200,000 | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 72 | ||||||||||||||
Shares issued in transaction (in shares) | 2,600,000 | ||||||||||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Treasury stock (in shares) | 123,500,000 | 124,500,000 | 123,500,000 | ||||||||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized (in shares) | 1,600,000,000 | ||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||
Number of voting rights to each shareholder, per share | vote | 1 | ||||||||||||||
Total number of directors elected by holders of common stock, voting as single class, percentage | 25.00% | ||||||||||||||
Shares issued in transaction (in shares) | 5,065,381 | ||||||||||||||
Additional Paid-in Capital | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock warrants, net of issuance costs | $ | $ 110,000,000 | $ 110,000,000 | |||||||||||||
Preferred stock dividends | $ | $ 75,000,000 |
Capital Stock - Shares Repurcha
Capital Stock - Shares Repurchased (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Number of shares repurchased (in shares) | 3.4 | 5.6 |
Average price per share (in dollars per share) | $ 109.88 | $ 122.72 |
Total cost of repurchases | $ 370 | $ 683 |
Capital Stock - Summary of Divi
Capital Stock - Summary of Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 26, 2020 | Feb. 13, 2020 | Dec. 12, 2019 | Nov. 06, 2019 | Sep. 12, 2019 | Jul. 24, 2019 | Jun. 13, 2019 | May 01, 2019 | Mar. 27, 2019 | Feb. 06, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||||||||||||
Dividends declared per common share (in dollars per share) | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.32 | $ 0.32 | $ 0.34 | $ 1.32 | |||||
Dividend paid (in dollars per share) | $ 0.34 | $ 0.34 | $ 0.34 | $ 0.32 | $ 0.32 | |||||||
Total Amount (in millions) | $ 48 | $ 50 | $ 50 | $ 48 | $ 47 |
Capital Stock - Accumulated Oth
Capital Stock - Accumulated Other Comprehensive Income (Loss) (Details) - 2.5% (€650 million) Senior Notes Due 2022 - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Foreign currency translation losses, net of tax | $ 15 | $ 69 | |
Foreign currency translation losses, before tax | $ 22 | $ 90 | |
Debt, interest rate | 2.50% | 2.50% | 2.50% |
Capital Stock - Non-redeemable
Capital Stock - Non-redeemable Non-controlling Interests (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Trivago | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest percentage | 58.30% | 59.00% |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net income (loss) attributable to Expedia Group, Inc. | $ 12 | $ (2,612) | $ 565 |
Preferred stock dividend | (67) | (75) | 0 |
Loss on redemption of preferred stock | (214) | 0 | 0 |
Net income (loss) attributable to Expedia Group, Inc. common stockholders | $ (269) | $ (2,687) | $ 565 |
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders: | |||
Basic (in dollars per share) | $ (1.80) | $ (19) | $ 3.84 |
Diluted (in dollars per share) | $ (1.80) | $ (19) | $ 3.77 |
Weighted average number of shares outstanding (000's): | |||
Basic (in shares) | 149,734 | 141,414 | 147,194 |
Dilutive effect of: | |||
Stock-based awards (in shares) | 0 | 0 | 2,688 |
Other dilutive securities (in shares) | 0 | 0 | 2 |
Diluted (in shares) | 149,734 | 141,414 | 149,884 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding stock awards excluded from calculation of diluted earnings per share | 11 | ||
Convertible Debt Securities | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding stock awards excluded from calculation of diluted earnings per share | 4,000,000 | ||
Share-Based Payment Arrangement And Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding stock awards excluded from calculation of diluted earnings per share | 22 | 7 |
Restructuring and Related Reo_3
Restructuring and Related Reorganization Charges - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring and related reorganization charges | $ 55 | $ 231 | $ 24 |
Restructuring and Related Reo_4
Restructuring and Related Reorganization Charges - Summary of the Restructuring and Related Reorganization Activity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Accrued liability, Beginning Balance | $ 103 | $ 17 | |
Charges | 55 | 231 | $ 24 |
Payments | (84) | (137) | |
Non-cash items (1) | (48) | (8) | |
Accrued liability, Ending Balance | 26 | 103 | 17 |
Employee Severance and Benefits | |||
Restructuring Reserve [Roll Forward] | |||
Accrued liability, Beginning Balance | 103 | 11 | |
Charges | 30 | 205 | |
Payments | (77) | (120) | |
Non-cash items (1) | (32) | 7 | |
Accrued liability, Ending Balance | 24 | 103 | 11 |
Other | |||
Restructuring Reserve [Roll Forward] | |||
Accrued liability, Beginning Balance | 0 | 6 | |
Charges | 25 | 26 | |
Payments | (7) | (17) | |
Non-cash items (1) | (16) | (15) | |
Accrued liability, Ending Balance | $ 2 | $ 0 | $ 6 |
Other Income Expense (Details)
Other Income Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
Foreign exchange rate gains (losses), net | $ (48) | $ 71 | $ (34) |
Gains (losses) on minority equity investments, net | (29) | (142) | 8 |
Other | 19 | (6) | 12 |
Total | $ (58) | $ (77) | $ (14) |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Commitments and Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Purchase obligations | |
Total | $ 824 |
Less than 1 year | 589 |
1 to 3 years | 222 |
3 to 5 years | 13 |
More than 5 years | 0 |
Guarantees | |
Total | 16 |
Less than 1 year | 16 |
1 to 3 years | 0 |
3 to 5 years | 0 |
More than 5 years | 0 |
Letters of credit | |
Total | 860 |
Less than 1 year | 613 |
1 to 3 years | 234 |
3 to 5 years | 13 |
More than 5 years | 0 |
Letters of Credit | |
Letters of credit | |
Total | 20 |
Less than 1 year | 8 |
1 to 3 years | 12 |
3 to 5 years | 0 |
More than 5 years | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Millions, $ in Millions | Oct. 19, 2021AUD ($) | Dec. 31, 2021USD ($)lawsuit | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | |||
Reserve for legal contingencies | $ | $ 50 | $ 58 | |
Litigation Relating to Occupancy Tax | |||
Loss Contingencies [Line Items] | |||
Number of lawsuits filed | lawsuit | 103 | ||
Number of lawsuits currently active | lawsuit | 8 | ||
Number of lawsuits dismissed to date | lawsuit | 49 | ||
Number of dismissals based on finding that defendant was not subject to local hotel occupancy tax or the local government lacked standing to pursue claims | lawsuit | 34 | ||
Breach Of Australian Consumer Law | |||
Loss Contingencies [Line Items] | |||
Estimated probable loss | $ | $ 11 | ||
Breach Of Australian Consumer Law | Affiliated Entity | |||
Loss Contingencies [Line Items] | |||
Penalty cost | $ | $ 90 | ||
Estimated probable loss | $ | $ 15 |
Divestitures - Additional Infor
Divestitures - Additional Information (Details) - USD ($) $ in Millions | Nov. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Gain (loss) on sale of business, net | $ 456 | $ (13) | $ 0 | |
Net cash received | (60) | (21) | $ 0 | |
Certain Smaller Business Disposed | Disposed of by Sale | ||||
Business Acquisition [Line Items] | ||||
Gain (loss) on sale of business, net | 57 | (13) | ||
Net cash divested | $ 21 | |||
Net cash received | $ 27 | |||
GBT | Disposed of by Sale | ||||
Business Acquisition [Line Items] | ||||
Gain (loss) on sale of business, net | $ 401 | |||
Net cash divested | 88 | |||
GBT | ||||
Business Acquisition [Line Items] | ||||
Initial fair value | $ 815 | |||
GBT | Disposed of by Sale | ||||
Business Acquisition [Line Items] | ||||
Equity interest maintained | 19.00% | |||
GBT | Lodging Agreeement | Disposed of by Sale | ||||
Business Acquisition [Line Items] | ||||
Supply commitment, term | 10 years |
Liberty Expedia Holdings Tran_2
Liberty Expedia Holdings Transaction (Details) - USD ($) shares in Millions | Jul. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Aug. 26, 2019 |
Asset Acquisition [Line Items] | |||||
Long-term debt | $ 8,216,000,000 | $ 8,450,000,000 | |||
Share repurchase consideration | 370,000,000 | $ 683,000,000 | |||
Goodwill | $ 7,380,000,000 | 8,127,000,000 | $ 7,171,000,000 | ||
Bodybuilding.com | |||||
Asset Acquisition [Line Items] | |||||
Fair value of the assets and liabilities acquired in the business combination | $ 96,000,000 | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, cash | 78,000,000 | ||||
Goodwill | 0 | ||||
Revenue of acquiree since acquisition date | 58,000,000 | ||||
Operating losses of acquiree since acquisition date | $ 7,000,000 | ||||
Bodybuilding.com | Trade Names | |||||
Asset Acquisition [Line Items] | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangible assets | 10,000,000 | ||||
Liberty Expedia Holdings | |||||
Asset Acquisition [Line Items] | |||||
Liberty Expedia Holdings transaction | 2,900,000,000 | ||||
Cash payment for consideration | 15,000,000 | ||||
Share repurchase consideration | $ 3,200,000,000 | ||||
Stock issued during period, period decrease (in shares) | 3.1 | ||||
Liberty Expedia Holdings | Exchangeable Senior Debentures due 2047 | Exchangeable Debentures | |||||
Asset Acquisition [Line Items] | |||||
Long-term debt | $ 400,000,000 | $ 401,000,000 | |||
Debt, interest rate (percentage) | 1.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Millions | Jul. 26, 2019day$ / sharesshares | Sep. 30, 2021USD ($) | Apr. 30, 2019USD ($) | Dec. 31, 2021USD ($)aircraft$ / sharesshares | Dec. 31, 2019USD ($) | Nov. 02, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 25, 2019shares | Jul. 12, 2019shares |
Related Party Transaction [Line Items] | |||||||||
Common stock, voting power percentage | 50.00% | 50.00% | |||||||
Common stock, shares, outstanding (in shares) | 150,125,000 | 138,074,000 | 136,832,712 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Trading days | day | 5 | ||||||||
Long-term investments and other assets | $ | $ 1,450 | $ 671 | |||||||
Delaware Litigation | |||||||||
Related Party Transaction [Line Items] | |||||||||
Attorneys’ fees and expenses | $ | $ 6.5 | ||||||||
New Airplane | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, expected costs of transaction | $ | $ 72 | ||||||||
Related party costs | $ | $ 23 | ||||||||
Airplanes | Expedia, Inc | |||||||||
Related Party Transaction [Line Items] | |||||||||
Airplane ownership interest | 50.00% | ||||||||
Number of aircrafts | aircraft | 3 | ||||||||
Airplanes | Iac | |||||||||
Related Party Transaction [Line Items] | |||||||||
Airplane ownership interest | 50.00% | ||||||||
Number of aircrafts | aircraft | 3 | ||||||||
New Airplane | |||||||||
Related Party Transaction [Line Items] | |||||||||
Airplane ownership interest | 50.00% | ||||||||
Related party costs | $ | $ 13 | ||||||||
Aircraft | |||||||||
Related Party Transaction [Line Items] | |||||||||
Long-term investments and other assets | $ | $ 60 | $ 50 | |||||||
Agreement And Plan Of Merger | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of stock, shares issued | 0.36 | ||||||||
Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, shares, outstanding (in shares) | 5,523,000 | 5,523,000 | 12,799,999 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Conversion of stock, shares issued | 5,523,452 | 5,500,000 | |||||||
Class B common stock | Second Amended And Restated Governance Agreement | Board of Directors Chairman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of stock, future exchange rights, maximum share amount (in shares) | 7,276,547 | ||||||||
Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of stock, shares issued | 150,000,000 | ||||||||
Common Stock | Agreement And Plan Of Merger | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consideration (in shares) | 20,700,000 | ||||||||
Liberty Expedia Holdings | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership interest (in shares) | 11,076,672 | ||||||||
Common stock, voting power percentage | 20.00% | 53.00% | |||||||
Liberty Expedia Holdings | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership interest (in shares) | 12,799,999 | ||||||||
Liberty Expedia Holdings, LEMS I LLC | Class B common stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Liberty Expedia Holdings, LEMS I LLC | Common Class A | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||
The Malone Group | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, voting power percentage | 32.00% | ||||||||
The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation | Board of Directors Chairman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock, voting power percentage | 27.00% |
Segment Information - Operating
Segment Information - Operating Segment Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 8,598,000,000 | $ 5,199,000,000 | $ 12,067,000,000 |
Adjusted EBITDA | 1,477,000,000 | (368,000,000) | 2,134,000,000 |
Depreciation | (715,000,000) | (739,000,000) | (712,000,000) |
Amortization of intangible assets | (99,000,000) | (154,000,000) | (198,000,000) |
Impairment of goodwill | (14,000,000) | (799,000,000) | 0 |
Intangible and other long-term asset impairment | 6,000,000 | 175,000,000 | 0 |
Stock-based compensation | (418,000,000) | (205,000,000) | (241,000,000) |
Legal reserves, occupancy tax and other | (1,000,000) | 13,000,000 | (34,000,000) |
Restructuring and related reorganization charges | (55,000,000) | (231,000,000) | (24,000,000) |
Realized (gain) loss on revenue hedges | 17,000,000 | (61,000,000) | (22,000,000) |
Operating income (loss) | 186,000,000 | (2,719,000,000) | 903,000,000 |
Other expense, net | (224,000,000) | (432,000,000) | (128,000,000) |
Income (loss) before income taxes | (38,000,000) | (3,151,000,000) | 775,000,000 |
Provision for income taxes | 53,000,000 | 423,000,000 | (203,000,000) |
Net income (loss) | 15,000,000 | (2,728,000,000) | 572,000,000 |
Net (income) loss attributable to non-controlling interests | (3,000,000) | 116,000,000 | (7,000,000) |
Net income (loss) attributable to Expedia Group, Inc. | 12,000,000 | (2,612,000,000) | 565,000,000 |
Preferred stock dividend | (67,000,000) | (75,000,000) | 0 |
Loss on redemption of preferred stock | (214,000,000) | 0 | 0 |
Net income (loss) attributable to Expedia Group, Inc. common stockholders | (269,000,000) | (2,687,000,000) | 565,000,000 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 59,000,000 | 58,000,000 |
Intersegment revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | (106,000,000) | (75,000,000) | (316,000,000) |
Corporate & Eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenue | (106,000,000) | (16,000,000) | (258,000,000) |
Adjusted EBITDA | (454,000,000) | (462,000,000) | (592,000,000) |
Depreciation | (81,000,000) | (74,000,000) | (79,000,000) |
Amortization of intangible assets | (99,000,000) | (154,000,000) | (198,000,000) |
Impairment of goodwill | (14,000,000) | (799,000,000) | |
Intangible and other long-term asset impairment | 6,000,000 | 175,000,000 | |
Stock-based compensation | (418,000,000) | (205,000,000) | (241,000,000) |
Legal reserves, occupancy tax and other | (1,000,000) | 13,000,000 | (34,000,000) |
Restructuring and related reorganization charges | (55,000,000) | (231,000,000) | (24,000,000) |
Realized (gain) loss on revenue hedges | 0 | 0 | 0 |
Operating income (loss) | (1,128,000,000) | (2,087,000,000) | (1,168,000,000) |
Retail | |||
Segment Reporting Information [Line Items] | |||
Revenue | 6,821,000,000 | 3,993,000,000 | 8,808,000,000 |
Impairment of goodwill | 0 | (559,000,000) | |
Retail | Intersegment revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Retail | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 6,821,000,000 | 3,993,000,000 | 8,808,000,000 |
Adjusted EBITDA | 1,782,000,000 | 298,000,000 | 2,171,000,000 |
Depreciation | (522,000,000) | (525,000,000) | (512,000,000) |
Amortization of intangible assets | 0 | 0 | 0 |
Impairment of goodwill | 0 | 0 | |
Intangible and other long-term asset impairment | 0 | 0 | |
Stock-based compensation | 0 | 0 | 0 |
Legal reserves, occupancy tax and other | 0 | 0 | 0 |
Restructuring and related reorganization charges | 0 | 0 | 0 |
Realized (gain) loss on revenue hedges | 17,000,000 | (58,000,000) | (8,000,000) |
Operating income (loss) | 1,277,000,000 | (285,000,000) | 1,651,000,000 |
B2B | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,460,000,000 | 942,000,000 | 2,579,000,000 |
Impairment of goodwill | (14,000,000) | 0 | |
B2B | Intersegment revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
B2B | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,460,000,000 | 942,000,000 | 2,579,000,000 |
Adjusted EBITDA | 110,000,000 | (190,000,000) | 470,000,000 |
Depreciation | (102,000,000) | (128,000,000) | (110,000,000) |
Amortization of intangible assets | 0 | 0 | 0 |
Impairment of goodwill | 0 | 0 | |
Intangible and other long-term asset impairment | 0 | 0 | |
Stock-based compensation | 0 | 0 | 0 |
Legal reserves, occupancy tax and other | 0 | 0 | 0 |
Restructuring and related reorganization charges | 0 | 0 | 0 |
Realized (gain) loss on revenue hedges | 0 | (3,000,000) | (14,000,000) |
Operating income (loss) | 8,000,000 | (321,000,000) | 346,000,000 |
trivago | |||
Segment Reporting Information [Line Items] | |||
Revenue | 317,000,000 | 205,000,000 | 622,000,000 |
Impairment of goodwill | 0 | (240,000,000) | |
trivago | Intersegment revenue | |||
Segment Reporting Information [Line Items] | |||
Revenue | 106,000,000 | 75,000,000 | 316,000,000 |
trivago | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Revenue | 423,000,000 | 280,000,000 | 938,000,000 |
Adjusted EBITDA | 39,000,000 | (14,000,000) | 85,000,000 |
Depreciation | (10,000,000) | (12,000,000) | (11,000,000) |
Amortization of intangible assets | 0 | 0 | 0 |
Impairment of goodwill | 0 | 0 | |
Intangible and other long-term asset impairment | 0 | 0 | |
Stock-based compensation | 0 | 0 | 0 |
Legal reserves, occupancy tax and other | 0 | 0 | 0 |
Restructuring and related reorganization charges | 0 | 0 | 0 |
Realized (gain) loss on revenue hedges | 0 | 0 | 0 |
Operating income (loss) | $ 29,000,000 | $ (26,000,000) | $ 74,000,000 |
Segment Information - Revenue b
Segment Information - Revenue by Services and Geographic Area (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | $ 8,598 | $ 5,199 | $ 12,067 |
United States | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 6,569 | 3,511 | 6,869 |
All other countries | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 2,029 | 1,688 | 5,198 |
Lodging | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 6,449 | 4,051 | 8,362 |
Air | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 254 | 105 | 869 |
Advertising and media | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 603 | 405 | 1,104 |
Other | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 1,292 | 638 | 1,732 |
Other | Bodybuilding.com | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 59 | 58 | |
Sales Channel, Through Intermediary | Merchant | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 5,537 | 3,261 | 6,763 |
Sales Channel, Through Intermediary | Agency | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 2,307 | 1,267 | 3,882 |
Sales Channel, Through Intermediary | Advertising, media and other | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | $ 754 | $ 671 | $ 1,422 |
Segment Information - Property
Segment Information - Property Plant and Equipment by Geographic Area (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | $ 2,180 | $ 2,257 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | 2,056 | 2,114 |
All other countries | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Property and equipment, net | $ 124 | $ 143 |
Valuation and Qualifying Acco_3
Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for expected credit losses | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 101 | $ 41 | $ 34 |
Charges to Earnings | 7 | 82 | 25 |
Charges to Other Accounts | (17) | 2 | (3) |
Deductions | (26) | (24) | (15) |
Balance of End of Period | 65 | 101 | 41 |
Other reserves | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 58 | 19 | 19 |
Charges to Earnings | 7 | 39 | |
Charges to Other Accounts | (1) | 2 | |
Deductions | 0 | (2) | |
Balance of End of Period | $ 64 | $ 58 | $ 19 |
Subsequent Event (Details)
Subsequent Event (Details) - 2.5% (€650 million) senior notes due 2022 - EUR (€) | Feb. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||||
Debt, interest rate (percentage) | 2.50% | 2.50% | 2.50% | |
Senior unsecured notes principal amount | € 650,000,000 | € 650,000,000 | € 650,000,000 | |
Debt instrument redemption price percentage | 100.00% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt, interest rate (percentage) | 2.50% | |||
Senior unsecured notes principal amount | € 650,000,000 | |||
Debt instrument redemption price percentage | 100.00% |