EXPEDIA GROUP, INC., 10-K filed on 2/10/2023
Annual Report
v3.22.4
Cover Page - USD ($)
12 Months Ended
Dec. 31, 2022
Jan. 27, 2023
Jun. 30, 2022
Entity Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
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    
Title of 12(b) Security Common stock, $0.0001 par value    
Trading Symbol EXPE    
Security Exchange Name NASDAQ    
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     $ 14,349,625,000
Documents Incorporated by Reference
  Parts Into Which Incorporated
Portions of the registrant's definitive Proxy Statement relating to its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual report on Form 10-K where indicated.  Part III
   
Amendment Flag false    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001324424    
Common Stock      
Entity Information [Line Items]      
Entity Common Stock, Shares Outstanding   147,824,882  
Class B Common Stock      
Entity Information [Line Items]      
Entity Common Stock, Shares Outstanding   5,523,452  
v3.22.4
Audit Information
12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Name Ernst & Young LLP
Auditor Location Seattle, Washington
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]      
Revenue $ 11,667 $ 8,598 $ 5,199
Costs and expenses:      
Cost of revenue (exclusive of depreciation and amortization shown separately below) [1] 1,657 1,522 1,649
Selling and marketing [1] 6,100 4,221 2,527
Technology and content [1] 1,181 1,074 1,068
General and administrative [1] 748 705 589
Depreciation and amortization 792 814 893
Impairment of goodwill 0 14 799
Intangible and other long-term asset impairment 81 6 175
Legal reserves, occupancy tax and other 23 1 (13)
Restructuring and related reorganization charges 0 55 231
Operating income (loss) 1,085 186 (2,719)
Other income (expense):      
Interest income 60 9 18
Interest expense (277) (351) (360)
Gain (loss) on debt extinguishment, net 49 (280) 0
Gain (loss) on sale of business, net 6 456 (13)
Other, net (385) (58) (77)
Total other expense, net (547) (224) (432)
Income (loss) before income taxes 538 (38) (3,151)
Provision for income taxes (195) 53 423
Net income (loss) 343 15 (2,728)
Net (income) loss attributable to non-controlling interests 9 (3) 116
Net income (loss) attributable to Expedia Group, Inc. 352 12 (2,612)
Preferred stock dividend 0 (67) (75)
Loss on redemption of preferred stock 0 (214) 0
Net income (loss) attributable to Expedia Group, Inc. common stockholders, basic 352 (269) (2,687)
Net income (loss) attributable to Expedia Group, Inc. common stockholders, diluted $ 352 $ (269) $ (2,687)
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:      
Basic (in dollars per share) $ 2.24 $ (1.80) $ (19.00)
Diluted (in dollars per share) $ 2.17 $ (1.80) $ (19.00)
Shares used in computing earnings (loss) per share (000's):      
Basic (in shares) 156,672 149,734 141,414
Diluted (in shares) 161,751 149,734 141,414
[1]
 (1) Includes stock-based compensation as follows:
Cost of revenue$14 $22 $12 
Selling and marketing67 96 48 
Technology and content111 117 69 
General and administrative182 183 76 
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Stock-based compensation $ 374 $ 418 $ 205
Cost of revenue      
Stock-based compensation 14 22 12
Selling and marketing      
Stock-based compensation 67 96 48
Technology and content      
Stock-based compensation 111 117 69
General and administrative      
Stock-based compensation $ 182 $ 183 $ 76
v3.22.4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ 343 $ 15 $ (2,728)
Other comprehensive income (loss), net of tax      
Currency translation adjustments, net of taxes (106) (72) 67
Net reclassification of foreign currency translation adjustments into total other expenses, net 0 74 0
Other comprehensive income (loss), net of tax (106) 2 67
Comprehensive income (loss) 237 17 (2,661)
Less: Comprehensive income (loss) attributable to non-controlling interests (30) (24) (88)
Less: Preferred stock dividend 0 67 75
Less: Loss on redemption of preferred stock 0 214 0
Comprehensive income (loss) attributable to Expedia Group, Inc. common stockholders $ 267 $ (240) $ (2,648)
v3.22.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 4,096 $ 4,111
Restricted cash and cash equivalents 1,755 1,694
Short-term investments 48 200
Accounts receivable, net of allowance of $40 and $65 2,078 1,264
Income taxes receivable 40 85
Prepaid expenses and other current assets 774 827
Total current assets 8,791 8,181
Property and equipment, net 2,210 2,180
Operating lease right-of-use assets 363 407
Long-term investments and other assets 1,184 1,450
Deferred income taxes 661 766
Intangible assets, net 1,209 1,393
Goodwill 7,143 7,171
TOTAL ASSETS 21,561 21,548
Current liabilities:    
Accounts payable, merchant 1,709 1,333
Accounts payable, other 947 688
Deferred merchant bookings 7,151 5,688
Deferred revenue 163 166
Income taxes payable 21 16
Accrued expenses and other current liabilities 787 824
Current maturities of long-term debt 0 735
Total current liabilities 10,778 9,450
Long-term debt, excluding current maturities 6,240 7,715
Deferred income taxes 52 58
Operating lease liabilities 312 360
Other long-term liabilities 451 413
Commitments and contingencies
Stockholders’ equity:    
Common stock 0 0
Additional paid-in capital 14,795 14,229
Treasury stock — Common stock and Class B, at cost, Shares 137,783 and 131,813 (10,869) (10,262)
Retained earnings (deficit) (1,409) (1,761)
Accumulated other comprehensive income (loss) (234) (149)
Total Expedia Group, Inc. stockholders’ equity 2,283 2,057
Non-redeemable non-controlling interests 1,445 1,495
Total stockholders’ equity 3,728 3,552
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 21,561 21,548
Class B Common Stock    
Stockholders’ equity:    
Common stock $ 0 $ 0
v3.22.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Accounts receivable, allowance $ 40 $ 65
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) 278,264,000 274,661,000
Common stock, shares, outstanding (in shares) 147,757,000 150,125,000
Treasury stock (in shares) 137,783,000 131,813,000
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
v3.22.4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
$ in Millions
Total
Class B common stock
Common stock
Common stock
Class B common stock
Additional paid-in capital
Treasury stock - Common and Class B
Retained earnings (deficit)
Accumulated other comprehensive income (loss)
Non-redeemable non-controlling interest
Beginning balance (in shares) at Dec. 31, 2019     256,691,777 12,799,999          
Beginning balance at Dec. 31, 2019 $ 5,536   $ 0 $ 0 $ 12,978 $ (9,673) $ 879 $ (217) $ 1,569
Beginning balance (in shares) at Dec. 31, 2019           126,892,525      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net loss (income) (2,728)           (2,612)   (116)
Other comprehensive income (loss), net of taxes 67             39 28
Payment of dividends to common stockholders (48)           (48)    
Payment of preferred dividends (75)       (75)        
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        
Common stock warrants, net of issuance costs 110       110        
Treasury stock activity related to vesting of equity instruments (in shares)           489,263      
Treasury stock activity related to vesting of equity instruments $ (54)         $ (54)      
Common stock repurchases (in shares) 3,400,000         3,364,119      
Common stock repurchases $ (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        
Other 1       1        
Other (in shares)           20,630      
Ending balance (in shares) at Dec. 31, 2020     261,563,912 12,799,999          
Ending balance at Dec. 31, 2020 3,004   $ 0 $ 0 13,566 $ (10,097) (1,781) (178) 1,494
Ending balance (in shares) at Dec. 31, 2020           130,766,537      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net loss (income) 15           12   3
Other comprehensive income (loss), net of taxes 2             29 (27)
Payment of preferred dividends (67)       (67)        
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   $ 0   503        
Exercise of common stock warrants (in shares)     5,065,381            
Loss on redemption of preferred stock (214)       (214)        
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)      
Common stock repurchases (in shares) 0                
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        
Ending balance (in shares) at Dec. 31, 2021 150,125,000 5,523,000 274,660,725 12,799,999          
Ending balance at Dec. 31, 2021 $ 3,552   $ 0 $ 0 14,229 $ (10,262) (1,761) (149) 1,495
Ending balance (in shares) at Dec. 31, 2021 131,813,000 7,300,000       131,812,764      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net loss (income) $ 343           352   (9)
Other comprehensive income (loss), net of taxes (106)             (85) (21)
Proceeds from exercise of equity instruments and employee stock purchase plans (in shares)     3,603,510            
Proceeds from exercise of equity instruments and employee stock purchase plans 131       131        
Treasury stock activity related to vesting of equity instruments (in shares)           768,173      
Treasury stock activity related to vesting of equity instruments $ (107)         $ (107)      
Common stock repurchases (in shares) 5,200,000         5,202,492      
Common stock repurchases $ (500)         $ (500)      
Other changes in ownership of non-controlling interests 4       24       (20)
Stock-based compensation expense $ 411       411        
Ending balance (in shares) at Dec. 31, 2022 147,757,000 5,523,000 278,264,235 12,799,999          
Ending balance at Dec. 31, 2022 $ 3,728   $ 0 $ 0 $ 14,795 $ (10,869) $ (1,409) $ (234) $ 1,445
Ending balance (in shares) at Dec. 31, 2022 137,783,000 7,300,000       137,783,429      
v3.22.4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares
12 Months Ended
Feb. 13, 2020
Dec. 31, 2021
Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]      
Payment of dividends to common stockholders (in dollars per share) $ 0.34   $ 0.34
Payment of preferred dividends (in dollars per share)   $ 74.96 $ 62.47
v3.22.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating activities:      
Net income (loss) $ 343 $ 15 $ (2,728)
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 704 715 739
Amortization of stock-based compensation 374 418 205
Amortization of intangible assets 88 99 154
Impairment of goodwill, intangible and other long-term assets 81 20 974
Deferred income taxes 70 (145) (488)
Foreign exchange loss on cash, restricted cash and short-term investments, net 128 105 2
Realized (gain) loss on foreign currency forwards, net 78 16 (80)
Loss on minority equity investments, net 345 29 142
(Gain) loss on debt extinguishment, net (49) 280 0
(Gain) loss on sale of business, net (6) (456) 13
Provision for credit losses and other, net 23 32 135
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions:      
Accounts receivable (838) (721) 1,781
Prepaid expenses and other assets 55 (224) (188)
Accounts payable, merchant 375 777 (1,320)
Accounts payable, other, accrued expenses and other liabilities 196 138 (400)
Tax payable/receivable, net 11 10 (57)
Deferred merchant bookings 1,464 2,642 (2,576)
Deferred revenue (2) (2) (142)
Net cash provided by (used in) operating activities 3,440 3,748 (3,834)
Investing activities:      
Capital expenditures, including internal-use software and website development (662) (673) (797)
Purchases of investments (60) (201) (685)
Sales and maturities of investments 205 23 1,161
Cash and restricted cash divested from sale of business, net of proceeds 4 (60) (21)
Proceeds from initial exchange of cross-currency interest rate swaps 337 0 0
Payments for initial exchange of cross-currency interest rate swaps (337) 0 0
Other, net (67) (20) 79
Net cash used in investing activities (580) (931) (263)
Financing activities:      
Revolving credit facility borrowings 0 0 2,672
Revolving credit facility repayments 0 0 (2,672)
Proceeds from issuance of long-term debt, net of issuance costs 0 1,964 3,945
Payment of long-term debt (2,141) (1,706) (750)
Debt extinguishment costs (22) (258) 0
Net proceeds from issuance of preferred stock and warrants 0 0 1,132
Redemption of preferred stock 0 (1,236) 0
Purchases of treasury stock (607) (165) (425)
Payment of dividends to common and preferred stockholders 0 (67) (123)
Proceeds from exercise of equity awards and employee stock purchase plan 131 503 319
Other, net 15 (8) (21)
Net cash provided by (used in) financing activities (2,624) (973) 4,077
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents (190) (177) 61
Net increase in cash, cash equivalents and restricted cash and cash equivalents 46 1,667 41
Cash, cash equivalents and restricted cash and cash equivalents at beginning of year 5,805 4,138 4,097
Cash, cash equivalents and restricted cash and cash equivalents at end of year 5,851 5,805 4,138
Supplemental cash flow information      
Cash paid for interest 291 342 313
Income tax payments, net $ 102 $ 74 $ 108
v3.22.4
Organization and Basis of Presentation
12 Months Ended
Dec. 31, 2022
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™ and Expedia Cruises™. 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, and measures to contain the virus, had an unprecedented impact on the global travel industry and materially and negatively impacted our business, financial results and financial condition. With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted, and countries around the world reopened their borders for foreign travel. 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. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter.
Significantly higher cancellations and reduced booking volumes from COVID-19 disrupted our typical seasonal pattern for bookings, revenue, profit and cash flows from 2020 through early 2022, but have generally returned to historic seasonality.
v3.22.4
Significant Accounting Policies
12 Months Ended
Dec. 31, 2022
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. 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; stock-based compensation; accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks.
Reclassifications
We have reclassified prior period financial statements to conform to the current period presentation.
Revenue Recognition
We recognize revenue upon transfer of control of our promised services in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
For our primary transaction-based revenue sources, discussed below, we have determined net presentation (that is, the amount billed to a traveler less the amount paid to a supplier) is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying travel services and we do not control the service provided by the supplier to the traveler. We exclude all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on our travel related services or collected by the Company from customers (which are therefore excluded from revenue).
We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model.
Under the merchant model, we facilitate the booking of hotel rooms, alternative accommodations, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings.
Under the agency model, we pass reservations booked by the traveler to the relevant travel supplier and the travel supplier serves as the merchant of record for such bookings. We receive commissions or ticketing fees from the travel supplier and/or traveler. For certain agency airline, hotel and car transactions, we also receive fees through global distribution systems (“GDS”) that provide the computer systems through which the travel supplier inventory is made available and through which reservations are booked.
Under the advertising model, we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on trivago and our transaction-based websites.
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 18 — Segment Information for revenue by business model and service type.
Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and 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. 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 $480 million as of December 31, 2022 and $591 million as of December 31, 2021.
Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At December 31, 2021, $4.9 billion of advance cash payments was reported within deferred merchant bookings, $4.0 billion of which was recognized resulting in $693 million of revenue during the year ended December 31, 2022 with the remainder primarily consisting of cancellations during the year. At December 31, 2022, the related balance was $6.2 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 to two years of being earned. At December 31, 2021, $798 million of deferred loyalty rewards was reported within deferred merchant bookings, all of which was recognized as revenue during the year ended December 31, 2022. At December 31, 2022, the related balance was $961 million.
Deferred Revenue. Deferred revenue primarily consists of unearned subscription revenue as well as deferred advertising revenue. At December 31, 2021, $166 million was recorded as deferred revenue, $117 million of which was recognized as revenue during the year ended December 31, 2022. At December 31, 2022, the related balance was $163 million.
Practical Expedients and Exemptions. We have used the portfolio approach to account for our loyalty points as the rewards programs share similar characteristics within each program in relation to the value provided to the traveler and their breakage patterns. Using this portfolio approach is not expected to differ materially from applying the guidance to individual contracts. However, we will continue to assess and refine, if necessary, how a portfolio within each rewards program is defined.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Cash, Restricted Cash, and Cash Equivalents
Our cash and cash equivalents include cash and liquid financial instruments, including money market funds and term deposit investments, with maturities of three months or less when purchased. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to certain traveler deposits and to a lesser extent collateral for office leases. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:
December 31,
20222021
(in millions)
Cash and cash equivalents$4,096 $4,111 
Restricted cash and cash equivalents1,755 1,694 
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statements of cash flows$5,851 $5,805 
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, or for which we have elected to apply the fair value option, 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 to five years for computer equipment, capitalized software development and furniture and other equipment, 15 years for land improvements, and 40 years for buildings, which includes our corporate headquarters. Land is not depreciated. We amortize leasehold improvement using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease.
We establish assets and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition under the authoritative accounting guidance for asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs.
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 to ten years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.
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 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, 2022 and 2021, 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.
Until their redemption in March 2022, the aggregate principal value of our €650 million of registered senior unsecured notes that bore interest at 2.5% (the “2.5% Notes”) was designated as a hedge of our net investment in certain Euro-functional currency subsidiaries. The notes were measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates were recorded in accumulated OCI within the foreign currency translation adjustment. The Euro denominated net assets of these subsidiaries were translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. In March 2022, we redeemed the 2.5% Notes and terminated the related hedging relationship. The currency translation adjustment amounts associated with the net investment hedge of the 2.5% Notes will remain in accumulated OCI until realized upon a full or partial sale or liquidation of applicable Euro-functional currency subsidiaries.
In March 2022, we entered into two fixed-to-fixed cross-currency interest rate swaps (the “swaps”) with an aggregate notional amount of €300 million. During the term of each contract, we receive interest payments in U.S. dollars at a fixed rate of 5% and make interest payments in Euros at an average fixed rate of 3.38% based on a notional amount and fixed interest rates determined at contract inception. The swaps were designated as a hedge of our net investment in certain Euro functional currency subsidiaries. Hedge effectiveness is assessed each quarter based on the net investment in the foreign subsidiaries designated as the hedged item and the changes in the fair value of the designated interest rate swaps based on spot rates. For hedges that meet the effectiveness requirements, changes in fair value are recorded as accumulated OCI within the foreign currency translation adjustment. Amounts excluded from hedge effectiveness at inception are recognized as interest accrues within interest expense. The maturity date of both swaps is February 2026, whereby, we will receive U.S. dollars from and pay Euros to the contract counterparties.
Foreign Currency Translation and Transaction Gains and Losses
Certain of our operations outside of the United States use the related local currency as their functional currency. We translate revenue and expense at average rates of exchange during the period. We translate assets and liabilities at the rates of
exchange as of the consolidated balance sheet dates and include foreign currency translation gains and losses as a component of accumulated OCI. Due to the nature of our operations and our corporate structure, we also have subsidiaries that have significant transactions in foreign currencies other than their functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring remeasurement and settlement of such transactions.
To the extent practicable, we attempt to minimize this exposure by maintaining natural hedges between our current assets and current liabilities of similarly denominated foreign currencies. Additionally, as discussed above, we use foreign currency forward contracts to economically hedge certain merchant revenue exposures and in lieu of holding certain foreign currency cash for the purpose of economically hedging our foreign currency-denominated operating liabilities.
Debt Issuance Costs
We defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, and amortize these costs to interest expense over the term of the debt or in circumstances where the debt can be redeemed at the option of the holders, over the term of the redemption option.
Marketing Promotions
We periodically provide incentive offers to our customers to encourage booking of travel products and services. Generally, our incentive offers are as follows:
Current Discount Offers. These promotions include dollar or percent off discounts to be applied against current purchases. We record the discounts as reduction in revenue at the date we record the corresponding revenue transaction.
Inducement Offers. These promotions include discounts granted at the time of a current purchase to be applied against a future qualifying purchase. We treat inducement offers as a reduction to revenue based on estimated future redemption rates. We allocate the discount amount at the time of the offer between the current performance obligation and the potential future performance obligations based on our expected relative value of the transactions. We estimate our redemption rates using our historical experience for similar inducement offers.
Concession Offers. These promotions include discounts to be applied against a future purchase to maintain customer satisfaction. Upon issuance, we record these concession offers as a reduction to revenue based on estimated future redemption rates. We estimate our redemption rates using our historical experience for concession offers.
Advertising Expense
We 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. For the years ended December 31, 2022, 2021 and 2020, our advertising expense was $3.9 billion, $2.7 billion and $1.2 billion.

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. 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 or three year period, on an accelerated basis. The number of shares that ultimately vest depends on achieving certain performance metrics or performance goals, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances. We record RSUs that may be settled by the holder in cash, rather than shares, as a liability and we remeasure these instruments at fair value at the end of each reporting period. Upon settlement of these awards, our total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on our stock price on the settlement date.
Stock Options. Our employee stock options consist of service based awards. 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. 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 three to four years.
Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value.
Earnings Per Share
We compute basic earnings per share by taking net income 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
The carrying amounts of cash and cash equivalents and restricted cash and cash equivalents reported on our consolidated balance sheets approximate fair value as we maintain them with various high-quality financial institutions. The accounts receivable are short-term in nature and are generally settled shortly after the sale.
We disclose the fair value of our financial instruments based on the fair value hierarchy using the following three categories:
Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
Certain Risks and Concentrations
Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines and hotels, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services.
Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of cash and cash equivalents. 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, Canadian dollar, Australian dollar, Brazilian real, Swiss Franc and Indian Rupee.
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
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 remit such taxes. A limited number of taxing jurisdictions have made similar claims against certain of our companies for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on our services. We are an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes when determined to be probable and estimable. See NOTE 15 — Commitments and Contingencies for further discussion.
Recently Adopted Accounting Policies
In June 2022, the Financial Accounting Standards Board (“FASB”) issued new guidance related to fair value measurement of equity securities, which clarifies the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. The new guidance is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We elected to early adopt the new guidance in the second quarter of 2022 on a prospective basis. One of our minority equity investments is accounted for in accordance with this new guidance See NOTE 3 — Fair Value Measurements for additional information.
Recent Accounting Policies Not Yet Adopted
In October 2021, the FASB 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. We do not expect it will have a material impact, if any, on our consolidated financial statements.
v3.22.4
Fair Value Measurements
12 Months Ended
Dec. 31, 2022
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, 2022 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2
 (In millions)
Assets
Cash equivalents:
Money market funds$$$— 
Term deposits188 — 188 
Derivatives:
Foreign currency forward contracts15 — 15 
Cross-currency interest rate swaps21 — 21 
Investments:
Term deposits48 — 48 
Equity investments564 49 515 
Total assets$839 $52 $787 
Financial assets measured at fair value on a recurring basis as of December 31, 2021 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2Level 3
 (In millions)
Assets
Cash equivalents:
Money market funds$47 $47 $— $— 
Mutual funds23 23 — — 
Term deposits153 — 153 — 
Derivatives:
Foreign currency forward contracts— — 
Investments:
Term deposits200 — 200 — 
Equity investments909 94 — 815 
Total assets$1,335 $164 $356 $815 
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. Valuation of the cross-currency interest rate swaps is based on foreign currency exchange rates and the current interest rate curve, Level 2 inputs.
We hold term deposit investments with financial institutions. Term deposits with original maturities of less than three months are classified as cash equivalents, those with remaining maturities of less than one year are classified within short-term investments and those with remaining maturities of greater than one year are classified within long-term investments and other assets.
As of December 31, 2022 and 2021, our cash and cash equivalents consisted primarily of term deposits, money market funds and mutual funds with maturities of three months or less and bank account balances.
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, 2022, we were party to outstanding forward contracts hedging our liability exposures with a total net notional value of $2.8 billion. As of December 31, 2022 and 2021, we had net forward assets of $15 million ($29 million gross forward asset) and $3 million ($12 million gross forward asset) recorded in prepaid expenses and other current assets. We recorded $(66) million, $1 million and $74 million in net gains (losses) from foreign currency forward contracts in 2022, 2021 and 2020.
On March 2, 2022, we entered into two fixed-to-fixed cross-currency interest rate swaps with an aggregate notional amount of €300 million, and maturity dates of February 2026. The swaps were designated as net investment hedges of Euro assets with the objective to protect the U.S. dollar value of our net investments in the Euro foreign operations due to movements in foreign currency. The fair value of the cross-currency interest rate swaps was a $21 million asset as of December 31, 2022 recorded in long-term investments and other assets, and the gain recognized in interest expense during the year ended December 31, 2022 was $5 million.
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, 2022, 2021, and 2020, we recognized losses of approximately $45 million, $29 million and $6 million, respectively, within other, net in our consolidated statements of operations related to the fair value changes of this equity investment.
In connection with our disposition of Egencia (our former corporate travel arm) in November 2021 as discussed in NOTE 16 – Divestitures, we became an indirect holder of approximately 19% interest in GBT JerseyCo Ltd. (“GBT”), doing business as American Express Global Business Travel, with an initial fair value of $815 million. As we elected the fair value option for our investment, during the first quarter of 2022, we recorded a downward adjustment of approximately $2 million based on an updated valuation. In May 2022, GBT completed a deSPAC business combination with Apollo Strategic Growth Capital. This combination resulted in a newly publicly traded company, Global Business Travel Group, Inc (“GBTG”), which together with GBT’s pre-combination shareholders owned all of GBT. Post combination and as of December 31, 2022, we had an approximately 16% ownership interest in GBT and a commensurate voting interest in GBTG. Our shares in GBT are exchangeable on a 1:1 basis for GBTG shares, and as such, we valued our investment based on the GBTG’s share price as of
the last trading day in 2022, which resulted in a loss of $300 million within other, net in our consolidated statements of operations for the year ended December 31, 2022.
The following table reconciles, in millions, the beginning and ending balances of our Level 3 assets. With the May 2022 business combination of GBTG, we reclassified our equity investment from a Level 3 asset to a Level 2 asset.
Balance at December 31, 2021$815 
Upward (downward) adjustment to valuation(335)
Reclassification to Level 2(480)
Balance at December 31, 2022$— 
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 for which we have not elected the fair value option, 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.
As noted above, trivago is subject to its own reporting and filing requirements and, therefore, assesses goodwill at a lower level, which could result in possible differences in the ultimate amount or timing of impairments recognized. 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.
Intangible and Long-term Assets. During 2022, we recognized intangible impairment charges of $81 million related to an indefinite-lived trade name within our trivago segment that primarily resulted from changes in the weighted average cost of capital. The indefinite-lived trade name asset, classified as Level 3 measurements, was valued using the relief-from-royalty method, which includes unobservable inputs, including projected revenues, royalty rates and weighted average cost of capital.
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.
Minority Investments without Readily Determinable Fair Values. As of both December 31, 2022 and 2021, the carrying values of our minority investments without readily determinable fair values totaled $330 million. During 2022 and 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. As of December 31, 2022, 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).
v3.22.4
Property and Equipment, Net
12 Months Ended
Dec. 31, 2022
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,
 20222021
 (In millions)
Capitalized software development$3,107 $2,892 
Computer equipment353 351 
Furniture and other equipment102 106 
Buildings and leasehold improvements1,183 1,220 
Land146 146 
4,891 4,715 
Less: accumulated depreciation(2,744)(2,568)
Projects in progress63 33 
Property and equipment, net$2,210 $2,180 
As of December 31, 2022 and 2021, our recorded capitalized software development costs, net of accumulated amortization, which have been placed in service were $960 million and $895 million. For the years ended December 31, 2022, 2021 and 2020, we recorded amortization of capitalized software development costs of $597 million, $588 million and $593 million included in depreciation and amortization expense.
As of December 31, 2022, 2021 and 2020, we had $26 million, $4 million and $9 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.
v3.22.4
Leases
12 Months Ended
Dec. 31, 2022
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 15 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 $99 million, $119 million and $159 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Supplemental cash flow information related to leases were as follows:
Year ended
December 31,
202220212020
(In millions)
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating lease payments$96 $151 $139 
Right-of-use assets obtained in exchange for lease obligations:
   Operating leases75 30 117 
Supplemental consolidated balance sheet information related to leases were as follows:
December 31, 2022December 31, 2021
(in millions)
Operating lease right-of-use assets$363 $407 
Current lease liabilities, included within Accrued expenses and other current liabilities$77 $77 
Long-term lease liabilities, included within Operating lease liabilities 312 360 
   Total operating lease liabilities$389 $437 
Weighted average remaining lease term7.1 years8.1 years
Weighted average discount rate3.5 %3.5 %
Maturities of lease liabilities are as follows:
Operating Leases
(in millions)
Year ending December 31,
2023$88 
202467 
202556 
202651 
202747 
2028 and thereafter134 
Total lease payments443 
Less: imputed interest(54)
Total$389 
v3.22.4
Goodwill and Intangible Assets, Net
12 Months Ended
Dec. 31, 2022
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, 2022 and 2021:
 December 31,
 20222021
 (In millions)
Goodwill$7,143 $7,171 
Intangible assets with indefinite lives1,058 1,166 
Intangible assets with definite lives, net151 227 
$8,352 $8,564 
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 2022, we recognized an intangible impairment charge of $81 million related to an indefinite-lived trade name within our trivago segment. 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.
Goodwill. The following table presents the changes in goodwill by reportable segment:
RetailB2BtrivagoTotal
 (In millions)
Balance as of January 1, 2021$6,505 $538 $337 $7,380 
Impairment charges— (14)— (14)
Additions— — 
Deductions(34)(167)— (201)
Foreign exchange translation and other(9)37 (27)
Balance as of December 31, 20216,462 394 315 7,171 
Foreign exchange translation and other(29)18 (17)(28)
Balance as of December 31, 2022$6,433 $412 $298 $7,143 
As of December 31, 2022 and 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 was associated with our B2B 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, 2022 and 2021:
 December 31, 2022December 31, 2021
 CostAccumulated
Amortization
NetCostAccumulated
Amortization
Net
 (In millions)
Customer relationships$382 $(336)$46 $565 $(502)$63 
Supplier relationships478 (460)18 626 (564)62 
Domain names149 (118)31 164 (133)31 
Other686 (630)56 1,016 (945)71 
Total$1,695 $(1,544)$151 $2,371 $(2,144)$227 
Amortization expense was $88 million, $99 million and $154 million for the years ended December 31, 2022, 2021 and 2020. The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2022, assuming no subsequent impairment of the underlying assets, is as follows, in millions:
2023$59 
202452 
202533 
2026
Total$151 
v3.22.4
Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt
NOTE 7 — Debt
The following table sets forth our outstanding debt:
 December 31,
 20222021
 (In millions)
2.5% (€650 million) senior notes due 2022
$— $735 
3.6% senior notes due 2023
— 497 
4.5% senior notes due 2024
— 498 
6.25% senior notes due 2025
1,036 1,033 
5.0% senior notes due 2026
746 745 
0% convertible senior notes due 2026
989 986 
4.625% senior notes due 2027
745 744 
3.8% senior notes due 2028
995 994 
3.25% senior notes due 2030
1,237 1,235 
2.95% senior notes due 2031
492 983 
Long-term debt(1)
6,240 8,450 
Current maturities of long-term debt— (735)
Long-term debt, excluding current maturities
$6,240 $7,715 
___________________________________
(1)Net of applicable discounts and debt issuance costs.

Redemption of Senior Notes
During 2022, we early redeemed all of our €650 million registered senior unsecured notes that were due June 2022 and bore interest at 2.5% (the “2.5% Notes”), all of our $500 million registered senior unsecured notes that were due December 2023 and bore interest at 3.6% (the “3.6% Notes”), and all of our $500 million registered senior unsecured notes that were due August 2024 and bore interest at 4.5% (the “4.5% Notes”), which resulted in the recognition of a loss on debt extinguishment of $24 million during the year ended December 31, 2022. This loss primarily reflected the payment of "make-whole" premiums of $20 million for the 3.6% and 4.5% Notes as well as the write-off of unamortized debt issuance costs and discounts of $4 million.
In addition, during 2022, we settled a tender offer to purchase $500 million in aggregate principal of our 2.95% Senior Notes due 2031 (the “2.95% Notes”) for an aggregate cash repurchase price of approximately $418 million, which resulted in the recognition of a net gain on debt extinguishment of $73 million. The net gain included the write-off of debt issuance costs and discounts of $8 million as well as fees of $1 million.
We paid accrued and unpaid interest on the 2.5%, 3.6%, 4.5% and 2.95% Notes up to their dates of redemption.
During 2021, we redeemed all of our then outstanding 7.0% senior notes due 2025 as well as settled the tender offer to purchase $956 million in aggregate principal of our 6.25% senior notes due 2025, 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.
Outstanding Debt
Senior Notes Outstanding. In prior years, we issued the following senior notes, which are still outstanding as of December 31, 2022:
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 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 registered senior unsecured notes that are due in August 2027 that bear interest at 4.625% (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.
$500 million of senior unsecured notes that are due in March 2031 and bear interest at 2.95%, which reflects the 2022 tender offer to purchase $500 million in aggregate principal discussed above. 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 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.
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 $73 million and $98 million as of December 31, 2022 and 2021.
Convertible Notes Outstanding. The net carrying amount of the Convertible Notes as of December 31, 2022 and 2021 was $989 million and $986 million, respectively, which reflects the $1 billion in principal less unamortized debt issuance costs of $11 million and $14 million, respectively. Interest expense related to the amortization of the debt issuance costs for the Convertible Notes was $3 million during both of the years ended December 31, 2022 and 2021.
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 business day period immediately after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
• if the Company calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the business day immediately prior to the redemption date, but only with respect to the Convertible Notes called for redemption (or deemed called for redemption); or
• upon the occurrence of specified corporate events.
Irrespective of the foregoing conditions, holders may convert their Convertible Notes on or after November 15, 2025 and prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Additionally, upon the occurrence of a corporate event that constitutes a “make-whole fundamental change” per the indenture, or if we call the Convertible Notes for redemption, and a holder elects to convert its Convertible Notes in connection with such make-whole fundamental change or during the related redemption period, as the case may be, such holder may be entitled to an increase in the conversion rate in certain circumstances as described in the indenture. Upon conversion, holders will receive cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
We may not redeem the Convertible Notes prior to February 20, 2024. On or after February 20, 2024 and prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, we may redeem for cash all or part of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, except as otherwise described in the indenture.
Estimated Fair Value. The total estimated fair value of our Senior Notes was approximately $4.9 billion and $8.0 billion as of December 31, 2022 and 2021. Additionally, the estimated fair value of the Convertible Notes was $871 million and $1.2 billion as of December 31, 2022 and 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 Facility
As of December 31, 2022, Expedia Group maintained a $2.5 billion revolving credit facility that matures in April 2027. As of December 31, 2022, we had no revolving credit facility borrowings outstanding. Loans under the revolving credit facility bear interest at a rate equal to an index rate plus a margin (a) in the case of term benchmark loans, ranging from 1.00% to 1.75% per annum, depending on Expedia Group's credit ratings, and (b) in the case of base rate loans, ranging from 0.00% to 0.75% per annum, depending on Expedia Group's credit ratings. A fee is payable quarterly in respect of undrawn commitments under the revolving credit facility at a rate ranging from 0.10% to 0.25% per annum, depending on Expedia Group's credit ratings. The terms of the revolving credit facility require Expedia Group to not exceed a specified maximum consolidated leverage ratio as of the end of each fiscal quarter.
The revolving credit facility has a $120 million letter of credit (“LOC”) sublimit, and the amount of LOCs issued under the facility reduced the credit amount available. As of December 31, 2022, there was $38 million of outstanding stand-by LOCs issued under the facility.
The current facility was setup in April 2022 and Expedia Group terminated all outstanding commitments and repaid all outstanding obligations under our prior $1.145 billion revolving credit facility and $855 million foreign credit facility. As of December 31, 2021, we had no borrowings outstanding under either prior facility and $14 million of outstanding stand-by LOCs issued under the $1.145 billion revolving facility.
v3.22.4
Employee Benefit Plans
12 Months Ended
Dec. 31, 2022
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 eligible compensation, but not more than statutory limits. Expedia Group makes matching contributions in an amount equal to 50% of participant 401(k) contributions up to the first 6% of their compensation each payroll period. 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 $63 million, $68 million and $63 million for the years ended December 31, 2022, 2021 and 2020.
v3.22.4
Stock-Based Awards and Other Equity Instruments
12 Months Ended
Dec. 31, 2022
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, 2022, we had approximately 7 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:
RSUsWeighted Average
Grant-Date Fair
Value
 (In thousands) 
Balance as of December 31, 20215,822 $140.33 
Granted3,967 150.35 
Vested(2,175)139.18 
Cancelled(984)142.14 
Balance as of December 31, 20226,630 146.43 
The following table presents a summary of PSU activity :
PSUsWeighted Average
Grant-Date Fair
Value
 (In thousands) 
Shares probable to be issued as of December 31, 2021380 $133.42 
Granted125 222.80 
Performance Shares Adjustment(1)
(223)177.35 
Vested(179)88.04 
Cancelled(70)189.02 
Shares probable to be issued as of December 31, 202233 87.58 
___________________________________
(1)Outcome for vested performance-based awards is updated based upon achievement of certain stock price growth rate targets of the Company’s common stock. Probable outcome for unvested performance-based awards is based upon achievement of certain stock price growth rate targets of the Company’s common stock as of December 31, 2022.
The total market value of RSU and PSU shares vested during the years ended December 31, 2022, 2021 and 2020 was $336 million, $504 million and $172 million.
The following table summarizes the estimated vesting, as of December 31, 2022, of PSUs granted in 2022, 2021 and 2020, net of forfeiture and vesting since the respective grant dates:
By Grant Year
Performance Stock Units202220212020Total Weighted Average
Grant-Date Fair
Value
(In thousands)
Shares probable to be issued— — 33 33 $87.58 
Shares not subject to the achievement of minimum performance thresholds— — 33 33 87.58 
Shares that could be issued if maximum performance thresholds are met205 259 118 582 174.54
The following table presents a summary of our stock option activity:
OptionsWeighted Average
Exercise Price
Remaining
Contractual Life
Aggregate
Intrinsic Value
 (In thousands) (In years)(In millions)
Balance as of December 31, 20215,191 $129.17 
Exercised(945)103.20 
Cancelled(171)111.66 
Balance as of December 31, 20224,075 135.93 3.5$— 
Exercisable as of December 31, 20221,756 109.19 1.3— 
Vested and expected to vest after December 31, 20224,075 135.93 3.5— 
The aggregate intrinsic value of outstanding options shown in the stock option activity table above represents the total pretax intrinsic value at December 31, 2022, based on our closing stock price of $87.60 as of the last trading date in 2022. The total intrinsic value of stock options exercised was $89 million, $302 million and $74 million for the years ended December 31, 2022, 2021 and 2020.
There were no options granted during 2022 or 2020. The fair value of stock options granted during 2021 were estimated at the date of grant using the Black-Scholes option-pricing model, assuming the following weighted average assumptions:
Risk-free interest rate0.82 %
Expected volatility42.64 %
Expected life (in years)5.13
Dividend yield— %
Weighted-average estimated fair value of options granted during the year$60.39 
In 2022, 2021 and 2020, we recognized total stock-based compensation expense of $374 million, $418 million and $205 million. The total income tax benefit related to stock-based compensation expense was $106 million, $157 million and $44 million for 2022, 2021 and 2020. We capitalized $54 million, $68 million and $36 million of stock-based compensation expense associated with the cost of developing internal-use software in 2022, 2021 and 2020.
Cash received from stock-based award exercises for the years ended December 31, 2022, 2021 and 2020 was $98 million, $476 million and $301 million, respectively. Total current income tax benefits during the years ended December 31, 2022, 2021 and 2020 associated with the exercise of stock-based awards held by our employees were $17 million, $28 million and $1 million, respectively.
As of December 31, 2022, there was approximately $938 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 2.73 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 2022, 2021 and 2020, approximately 305,000, 194,000, and 212,000 shares were purchased under this plan for an average price of $109.36, $135.38
and $84.89 per share. As of December 31, 2022, we have reserved approximately 901,000 shares of our common stock for issuance under the ESPP.
v3.22.4
Income Taxes
12 Months Ended
Dec. 31, 2022
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,
 202220212020
 (In millions)
U.S.$67 $(274)$(2,354)
Foreign471 236 (797)
Total$538 $(38)$(3,151)
Provision for Income Taxes
The following table summarizes our provision for income taxes:
 Year Ended December 31,
 202220212020
  (In millions) 
Current income tax (benefit) expense:
U.S. federal$17 $17 $(31)
State— 
Foreign102 68 96 
Current income tax expense125 92 65 
Deferred income tax (benefit) expense:
U.S. federal(4)(137)(315)
State(2)(19)(65)
Foreign76 11 (108)
Deferred income tax (benefit) expense70 (145)(488)
Income tax (benefit) expense$195 $(53)$(423)

We reduced our current income tax payable by $17 million, $28 million and $1 million for the years ended December 31, 2022, 2021 and 2020 for tax deductions attributable to stock-based compensation.
Deferred Income Taxes
As of December 31, 2022 and 2021, the significant components of our deferred tax assets and deferred tax liabilities were as follows:
 December 31,
 20222021
 (In millions)
Deferred tax assets:
Provision for accrued expenses$51 $85 
Deferred loyalty rewards225 186 
Net operating loss and tax credit carryforwards548 939 
Stock-based compensation22 25 
Property and equipment24 17 
Capitalized research and development154 
Operating lease liabilities86 96 
Long-term investments194 106 
Other39 62 
Total deferred tax assets1,343 1,518 
Less valuation allowance(242)(171)
Net deferred tax assets$1,101 $1,347 
Deferred tax liabilities:
Goodwill and intangible assets(387)(418)
Anticipatory foreign tax credits— (113)
Operating lease ROU assets(83)(93)
Other(22)(15)
Total deferred tax liabilities$(492)$(639)
Net deferred tax assets$609 $708 
As of December 31, 2022, we had U.S. federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $1.1 billion, $465 million and $268 million. U.S. federal NOLs of $1.1 billion may be carried forward indefinitely. State NOLs of $103 million may be carried forward indefinitely, and state NOLs of $362 million expire at various times starting from 2025. Foreign NOLs of $188 million may be carried forward indefinitely, and foreign NOLs of $80 million expire at various times starting from 2023.
As of December 31, 2022, we had a valuation allowance of approximately $242 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 increased by $71 million from the amount recorded as of December 31, 2021 primarily due to the unrealized capital losses on minority investments, offset by use of net operating losses. The amount of the deferred tax asset considered realizable may be adjusted if capital gains are realized or if, in certain jurisdictions, 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.
The majority of our foreign undistributed earnings have already been subject to U.S. federal income tax. As of December 31, 2022, we have undistributed earnings of certain foreign subsidiaries of approximately $65 million that are considered indefinitely reinvested and we estimate that the unrecognized deferred tax liability related to the U.S. federal, state and foreign income tax consequences of these earnings was $17 million. 
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,
 202220212020
  (In millions) 
Income tax (benefit) expense at the U.S. federal statutory rate of 21%$113 $(8)$(662)
Foreign tax rate differential(75)16 
U.S. federal research and development credit(40)(27)(24)
Excess tax benefits related to stock-based compensation(17)(56)
Nondeductible compensation37 45 17 
Unrecognized tax benefits and related interest27 36 
Change in valuation allowance77 (24)139 
Return to provision true-ups(11)(20)
State taxes(9)(48)
Non-creditable foreign withholding tax21 — 
Non-deductible goodwill impairment— — 170 
Divestitures and entity restructuring65 (6)(53)
Foreign-derived intangible income(15)— — 
Other, net10 18 
Income tax (benefit) expense$195 $(53)$(423)
Our effective tax rate for 2022 was higher than the 21% U.S. federal statutory income tax rate due to a valuation allowance on minority investments and nondeductible compensation, partially offset by research and experimentation credits. 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.
Unrecognized Tax Benefits and Interest
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows:
202220212020
  (In millions) 
Balance, beginning of year$349 $345 $305 
Increases to tax positions related to the current year23 11 16 
Increases to tax positions related to prior years18 
Decreases to tax positions related to prior years— (11)(2)
Reductions due to lapsed statute of limitations— — (4)
Settlements during current year(8)(6)— 
Interest and penalties10 12 
Balance, end of year$379 $349 $345 
As of December 31, 2022, we had $379 million of gross unrecognized tax benefits, $213 million of which, if recognized, would affect the effective tax rate. As of December 31, 2021, we had $349 million of gross unrecognized tax benefits, $207 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, 2022 and 2021, total gross interest and penalties accrued was $66 million and $56 million, respectively. We recognized interest expense of $10 million in 2022, $7 million in 2021 and $12 million in 2020 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 U.S. consolidated federal income tax returns for the periods ended December 31, 2011 through December 31, 2020. The Company has consented to an extension of the statute of limitations, until June 30, 2024 related to the 2011 through 2013 tax years, and until March 31, 2024 related to the 2014 through 2019 tax years. As of December 31, 2022, for the Expedia Group, Inc. and Subsidiaries group, statute of limitations for tax years 2011 through 2021 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 IRS issued final adjustments related to transfer pricing with our foreign subsidiaries for our 2011 to 2013 tax years. The 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 have formally filed a protest for our 2011 to 2013 tax years and the case has been transferred to Appeals. During the fourth quarter of 2022, the IRS issued similar proposed adjustments related to transfer pricing with our foreign subsidiaries for our 2014 to 2016 tax years. The adjustments would increase our U.S. taxable income by $1.413 billion, which would result in federal tax of approximately $494 million, subject to interest. The proposed adjustments provided by the IRS exclude any offsetting adjustments that may reduce the amount of federal tax. We do not agree with the position of the IRS and intend to formally protest. We believe it is reasonably possible that audit of the 2011 and 2013 tax years will conclude within the next 12 months.
v3.22.4
Capital Stock
12 Months Ended
Dec. 31, 2022
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
In 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.
In 2021, we redeemed all 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 $1,275 million, including a $36 million redemption premium and $39 million of accrued dividends. The 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. 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. In 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, and 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 remained outstanding.
Treasury Stock
As of December 31, 2022, the Company's treasury stock was comprised of approximately 130.5 million common stock and 7.3 million Class B shares. 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.
Share Repurchases. In 2018 and 2019, the Board of Directors and the Executive Committee, pursuant to a delegation of authority from the Board, authorized the repurchase of up to 15 million shares and 20 million shares of our common stock, respectively. Shares repurchased under the authorized programs were as follows:
 Year Ended December 31,
 202220212020
Number of shares repurchased5.2 million3.4 million
Average price per share$96.09 $— $109.88 
Total cost of repurchases (in millions)(1)
$500 $— $370 
___________________________________
(1)Amount excludes transaction costs.
As of December 31, 2022, 18.1 million shares remain authorized for repurchase with no fixed termination date for the repurchases.
Dividends on our Common Stock
In 2020, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following common stock dividends:
Declaration DateDividend
Per Share
Record DateTotal Amount
(in millions)
Payment Date
Year ended December 31, 2020:
February 13, 2020$0.34 March 10, 2020$48 March 26, 2020
During the second quarter of 2020, we suspended quarterly dividends on our common stock. At this time, we do not currently expect to declare 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 OCI as of December 31, 2022 and 2021 was comprised of foreign currency translation adjustments. These translation adjustments include foreign currency transaction losses at December 31, 2022 and 2021 of $7 million ($10 million before tax) and $15 million ($22 million before tax) associated with our Euro-denominated 2.5% Notes, as well as foreign currency transaction gains at December 31, 2022 of $16 million ($21 million before tax) associated with our cross-currency interest rate swaps. See NOTE 2 — Significant Accounting Policies for more information.
Non-redeemable Non-controlling Interests
As of December 31, 2022 and 2021, our ownership interest in trivago was approximately 61.1% and 58.3%.
v3.22.4
Earnings Per Share
12 Months Ended
Dec. 31, 2022
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, 2022, 2021 and 2020 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, 2022, 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, (iii) if dilutive, our Convertible Notes using the if-converted method, and (iv) 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,
 202220212020
 (In millions, except share and per share data)
Net income (loss) attributable to Expedia Group, Inc.$352 $12 $(2,612)
Preferred stock dividend— (67)(75)
Loss on redemption of preferred stock— (214)— 
Net income (loss) attributable to Expedia Group, Inc. common stockholders$352 $(269)$(2,687)
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:
Basic$2.24 $(1.80)$(19.00)
Diluted2.17 (1.80)(19.00)
Weighted average number of shares outstanding (000's):
Basic156,672 149,734 141,414 
Dilutive effect of:
Convertible Notes3,921 — — 
Stock-based awards1,153 — — 
Other dilutive securities— — 
Diluted161,751 149,734 141,414 
For the year ended December 31, 2022, approximately 9 million of outstanding stock-based awards have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive. 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 were excluded. For the year ended December 31, 2020, approximately 22 million of outstanding stock-based awards and common stock warrants 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.
v3.22.4
Restructuring and Related Reorganization Charges
12 Months Ended
Dec. 31, 2022
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 did not recognize any restructuring and related organization charges during 2022. 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.
v3.22.4
Other Income (Expense)
12 Months Ended
Dec. 31, 2022
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,
 202220212020
 (In millions)
Foreign exchange rate gains (losses), net
$(40)$(48)$71 
Loss on minority equity investments, net(345)(29)(142)
Other— 19 (6)
Total$(385)$(58)$(77)
v3.22.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2022
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, 2022:
  By Period
 TotalLess than
1  year
1 to 3
years
3 to 5
years
More than
5  years
 (In millions)
Purchase obligations$466 $292 $144 $30 $— 
Guarantees27 27 — — — 
Letters of credit44 42 — — 
$537 $361 $146 $30 $— 
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, 2022, 2021 and 2020.
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 $44 million and $50 million as of December 31, 2022 and 2021, 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. 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 court heard submissions from the parties regarding penalties and other orders. On April 22, 2022, the Australian Federal Court issued a judgment ordering trivago to pay a penalty of AU$44.7 million, which was paid in the second quarter of 2022, and to cover the ACCC’s costs arising from the proceedings. The court also enjoined trivago from engaging in misleading conduct of the type found by the Australian Federal Court to be in contravention of the ACL. We recorded an estimated loss of approximately $11 million with respect to these proceedings in a previous period and an additional loss of approximately $23 million during the first quarter of 2022, for a total of approximately $34 million previously included in accrued expenses and other current liabilities as of March 31, 2022.
v3.22.4
Divestitures
12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures
NOTE 16 – Divestitures
We had no disposition activity during 2022.
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 during the year ended December 31, 2021 and divested cash and restricted cash of $88 million. We received no cash for this transaction but on the date of sale 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. During the year ended December 31, 2022, we recognized an immaterial gain of approximately $6 million related to this transaction. See NOTE 3 — Fair Value Measurements for additional information on our ongoing investment.
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.
None of these dispositions were considered a strategic shift that will have a major effect on our operations or financial results and they did not represent individually significant components of our business; therefore, they have not been reported as discontinued operations.
v3.22.4
Related Party Transactions
12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 17 — Related Party Transactions
IAC/InterActiveCorp
The Company and IAC are related parties because Mr. Diller serves as Chairman and Senior Executive of both Expedia Group and IAC. At December 31, 2022, each of Expedia Group and IAC has a 50% ownership interest in two aircraft that may be used by both companies. 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. Another aircraft that had previously been jointly-owned by the companies was sold in November 2022, with each company receiving 50% of the $19 million in net sale proceeds.
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. Total payments made to this entity by the Company were not material.
As of December 31, 2022 and 2021, the net basis in our ownership interest in the aircrafts then jointly-owned was $46 million and $60 million, respectively, recorded in long-term investments and other assets. In 2022, 2021 and 2020, operating and maintenance costs paid directly to the jointly-owned subsidiary for the aircraft were not material.
v3.22.4
Segment Information
12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Segment Information
NOTE 18 — 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 and CarRentals.com. Our B2B segment is comprised of 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 in November 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.
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 2022, 2021 and 2020. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.
 Year ended December 31, 2022
 RetailB2BtrivagoCorporate &
Eliminations
Total
 (In millions)
Third-party revenue$8,741 $2,546 $380 $— $11,667 
Intersegment revenue— — 181 (181)— 
Revenue$8,741 $2,546 $561 $(181)$11,667 
Adjusted EBITDA$2,124 $599 $113 $(487)$2,349 
Depreciation(509)(85)(8)(102)(704)
Amortization of intangible assets— — — (88)(88)
Impairment of intangible assets— — — (81)(81)
Stock-based compensation— — — (374)(374)
Legal reserves, occupancy tax and other— — — (23)(23)
Realized (gain) loss on revenue hedges— — 
Operating income (loss)$1,617 $518 $105 $(1,155)1,085 
Other expense, net(547)
Income before income taxes538 
Provision for income taxes(195)
Net income343 
Net loss attributable to non-controlling interests
Net income attributable to Expedia Group, Inc.$352 
 Year ended December 31, 2021
 RetailB2BtrivagoCorporate & EliminationsTotal
 (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 hedges17 — — — 17 
Operating income (loss)$1,277 $$29 $(1,128)186 
Other expense, net(224)
Loss before income taxes(38)
Provision for income taxes53 
Net income15 
Net income attributable to non-controlling interests(3)
Net income attributable to Expedia Group, Inc.12 
Preferred stock dividend(67)
Loss on redemption of preferred stock(214)
Net loss attributable to Expedia Group, Inc. common stockholders$(269)
 Year ended December 31, 2020
 RetailB2BtrivagoCorporate & EliminationsTotal
 (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 taxes423 
Net loss(2,728)
Net loss attributable to non-controlling interests116 
Net loss attributable to Expedia Group, Inc.(2,612)
Preferred stock dividend(75)
Net loss attributable to Expedia Group, Inc. common stockholders$(2,687)
Revenue by Business Model and Service Type
The following table presents revenue by business model and service type for the years ended December 31, 2022, 2021 and 2020:
Year Ended December 31,
202220212020
(In millions)
Business Model
Merchant$7,762 $5,537 $3,261 
Agency2,994 2,307 1,267 
Advertising, media and other911 754 671 
Total revenue
$11,667 $8,598 $5,199 
Service Type
Lodging$8,905 $6,449 $4,051 
Air362 254 105 
Advertising and media777 603 405 
Other(1)
1,623 1,292 638 
Total revenue
$11,667 $8,598 $5,199 
___________________________________

(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 during the year ended December 31, 2020 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, 2022, 2021 and 2020. 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,
 202220212020
 (In millions)
Revenue
United States$7,939 $6,569 $3,511 
All other countries3,728 2,029 1,688 
$11,667 $8,598 $5,199 
The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2022 and 2021:
 As of December 31,
 20222021
 (In millions)
Property and equipment, net
United States$2,111 $2,056 
All other countries99 124 
$2,210 $2,180 
v3.22.4
Valuation and Qualifying Accounts
12 Months Ended
Dec. 31, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Valuation and Qualifying Accounts
NOTE 19 — Valuation and Qualifying Accounts
The following table presents the changes in our valuation and qualifying accounts. Other reserves primarily include our accrual of the cost associated with purchases made on our website related to the use of fraudulent credit cards “charged-back” due to payment disputes and cancellation fees as well as refund reserves in 2020, 2021 and 2022 primarily due to COVID impacts.
DescriptionBalance at
Beginning of
Period
Charges to
Earnings
Charges to
Other
Accounts(1)
DeductionsBalance at End
of Period
 (In millions)
2022
Allowance for expected credit losses$65 $20 $(3)$(42)$40 
Other reserves64 (28)(4)(3)29 
2021
Allowance for expected credit losses$101 $$(17)$(26)$65 
Other reserves58 (1)— 64 
2020
Allowance for doubtful accounts$41 $82 $$(24)$101 
Other reserves19 39 (2)58 
___________________________________
(1)Charges to other accounts primarily relates to amounts acquired through acquisitions or disposed of through sales of businesses, net translation adjustments and reclassifications.
v3.22.4
Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2022
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 SeasonalityWe 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. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter.
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. 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 EstimatesWe 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; stock-based compensation; accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks.
Reclassifications ReclassificationsWe have reclassified prior period financial statements to conform to the current period presentation.
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 18 — Segment Information for revenue by business model and service type.
Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and 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. 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.Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. 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 to two years of being earned.Deferred Revenue. Deferred revenue primarily consists of unearned subscription revenue as well as deferred advertising revenue.
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 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.
Minority equity investments with either readily determinable fair values, or for which we have elected to apply the fair value option, 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
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
Property and Equipment
We record property and equipment at cost, net of accumulated depreciation and amortization. We also capitalize certain costs incurred related to the development of internal use software. We capitalize costs incurred during the application development stage related to the development of internal use software. We expense costs incurred related to the planning and post-implementation phases of development as incurred.
We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment, capitalized software development and furniture and other equipment, 15 years for land improvements, and 40 years for buildings, which includes our corporate headquarters. Land is not depreciated. We amortize leasehold improvement using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease.
We establish assets and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition under the authoritative accounting guidance for asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs.
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.
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
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.
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
Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets
Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one to ten years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.
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.
We account for the global intangible low-tax income earned by our foreign subsidiaries included in gross U.S. taxable income in the period incurred.
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, 2022 and 2021, 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.
Until their redemption in March 2022, the aggregate principal value of our €650 million of registered senior unsecured notes that bore interest at 2.5% (the “2.5% Notes”) was designated as a hedge of our net investment in certain Euro-functional currency subsidiaries. The notes were measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates were recorded in accumulated OCI within the foreign currency translation adjustment. The Euro denominated net assets of these subsidiaries were translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. In March 2022, we redeemed the 2.5% Notes and terminated the related hedging relationship. The currency translation adjustment amounts associated with the net investment hedge of the 2.5% Notes will remain in accumulated OCI until realized upon a full or partial sale or liquidation of applicable Euro-functional currency subsidiaries.
In March 2022, we entered into two fixed-to-fixed cross-currency interest rate swaps (the “swaps”) with an aggregate notional amount of €300 million. During the term of each contract, we receive interest payments in U.S. dollars at a fixed rate of 5% and make interest payments in Euros at an average fixed rate of 3.38% based on a notional amount and fixed interest rates determined at contract inception. The swaps were designated as a hedge of our net investment in certain Euro functional currency subsidiaries. Hedge effectiveness is assessed each quarter based on the net investment in the foreign subsidiaries designated as the hedged item and the changes in the fair value of the designated interest rate swaps based on spot rates. For hedges that meet the effectiveness requirements, changes in fair value are recorded as accumulated OCI within the foreign currency translation adjustment. Amounts excluded from hedge effectiveness at inception are recognized as interest accrues within interest expense. The maturity date of both swaps is February 2026, whereby, we will receive U.S. dollars from and pay Euros to the contract counterparties.
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. 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 or three year period, on an accelerated basis. The number of shares that ultimately vest depends on achieving certain performance metrics or performance goals, as applicable, by the end of the performance period, assuming there is no accelerated vesting for, among other things, a termination of employment under certain circumstances. We record RSUs that may be settled by the holder in cash, rather than shares, as a liability and we remeasure these instruments at fair value at the end of each reporting period. Upon settlement of these awards, our total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on our stock price on the settlement date.
Stock Options. Our employee stock options consist of service based awards. 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. 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 three to four years.Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value.
Earnings Per Share
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, Canadian dollar, Australian dollar, Brazilian real, Swiss Franc and Indian Rupee.
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 remit such taxes. A limited number of taxing jurisdictions have made similar claims against certain of our companies for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on our services. We are an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes when determined to be probable and estimable. See NOTE 15 — Commitments and Contingencies for further discussion.
Recently Adopted Accounting Policies and Recent Accounting Policies Not Yet Adopted
Recently Adopted Accounting Policies
In June 2022, the Financial Accounting Standards Board (“FASB”) issued new guidance related to fair value measurement of equity securities, which clarifies the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. The new guidance is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We elected to early adopt the new guidance in the second quarter of 2022 on a prospective basis. One of our minority equity investments is accounted for in accordance with this new guidance See NOTE 3 — Fair Value Measurements for additional information.
Recent Accounting Policies Not Yet Adopted
In October 2021, the FASB 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. We do not expect 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. Valuation of the cross-currency interest rate swaps is based on foreign currency exchange rates and the current interest rate curve, Level 2 inputs.
v3.22.4
Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
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,
20222021
(in millions)
Cash and cash equivalents$4,096 $4,111 
Restricted cash and cash equivalents1,755 1,694 
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statements of cash flows$5,851 $5,805 
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,
20222021
(in millions)
Cash and cash equivalents$4,096 $4,111 
Restricted cash and cash equivalents1,755 1,694 
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statements of cash flows$5,851 $5,805 
v3.22.4
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Schedule of 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, 2022 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2
 (In millions)
Assets
Cash equivalents:
Money market funds$$$— 
Term deposits188 — 188 
Derivatives:
Foreign currency forward contracts15 — 15 
Cross-currency interest rate swaps21 — 21 
Investments:
Term deposits48 — 48 
Equity investments564 49 515 
Total assets$839 $52 $787 
Financial assets measured at fair value on a recurring basis as of December 31, 2021 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2Level 3
 (In millions)
Assets
Cash equivalents:
Money market funds$47 $47 $— $— 
Mutual funds23 23 — — 
Term deposits153 — 153 — 
Derivatives:
Foreign currency forward contracts— — 
Investments:
Term deposits200 — 200 — 
Equity investments909 94 — 815 
Total assets$1,335 $164 $356 $815 
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation
The following table reconciles, in millions, the beginning and ending balances of our Level 3 assets. With the May 2022 business combination of GBTG, we reclassified our equity investment from a Level 3 asset to a Level 2 asset.
Balance at December 31, 2021$815 
Upward (downward) adjustment to valuation(335)
Reclassification to Level 2(480)
Balance at December 31, 2022$— 
v3.22.4
Property and Equipment, Net (Tables)
12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, Net Our property and equipment consists of the following:
 December 31,
 20222021
 (In millions)
Capitalized software development$3,107 $2,892 
Computer equipment353 351 
Furniture and other equipment102 106 
Buildings and leasehold improvements1,183 1,220 
Land146 146 
4,891 4,715 
Less: accumulated depreciation(2,744)(2,568)
Projects in progress63 33 
Property and equipment, net$2,210 $2,180 
v3.22.4
Leases (Tables)
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Schedule of Supplemental Cash Flow Information Supplemental cash flow information related to leases were as follows:
Year ended
December 31,
202220212020
(In millions)
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating lease payments$96 $151 $139 
Right-of-use assets obtained in exchange for lease obligations:
   Operating leases75 30 117 
Schedule of Supplemental Consolidated Balance Sheet Information Supplemental consolidated balance sheet information related to leases were as follows:
December 31, 2022December 31, 2021
(in millions)
Operating lease right-of-use assets$363 $407 
Current lease liabilities, included within Accrued expenses and other current liabilities$77 $77 
Long-term lease liabilities, included within Operating lease liabilities 312 360 
   Total operating lease liabilities$389 $437 
Weighted average remaining lease term7.1 years8.1 years
Weighted average discount rate3.5 %3.5 %
Schedule of Maturities of Lease Liabilities Maturities of lease liabilities are as follows:
Operating Leases
(in millions)
Year ending December 31,
2023$88 
202467 
202556 
202651 
202747 
2028 and thereafter134 
Total lease payments443 
Less: imputed interest(54)
Total$389 
v3.22.4
Goodwill and Intangible Assets, Net (Tables)
12 Months Ended
Dec. 31, 2022
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, 2022 and 2021:
 December 31,
 20222021
 (In millions)
Goodwill$7,143 $7,171 
Intangible assets with indefinite lives1,058 1,166 
Intangible assets with definite lives, net151 227 
$8,352 $8,564 
Schedule of Changes in Goodwill by Reportable Segment The following table presents the changes in goodwill by reportable segment:
RetailB2BtrivagoTotal
 (In millions)
Balance as of January 1, 2021$6,505 $538 $337 $7,380 
Impairment charges— (14)— (14)
Additions— — 
Deductions(34)(167)— (201)
Foreign exchange translation and other(9)37 (27)
Balance as of December 31, 20216,462 394 315 7,171 
Foreign exchange translation and other(29)18 (17)(28)
Balance as of December 31, 2022$6,433 $412 $298 $7,143 
Schedule of Intangible Assets with Definite Lives The following table presents the components of our intangible assets with definite lives as of December 31, 2022 and 2021:
 December 31, 2022December 31, 2021
 CostAccumulated
Amortization
NetCostAccumulated
Amortization
Net
 (In millions)
Customer relationships$382 $(336)$46 $565 $(502)$63 
Supplier relationships478 (460)18 626 (564)62 
Domain names149 (118)31 164 (133)31 
Other686 (630)56 1,016 (945)71 
Total$1,695 $(1,544)$151 $2,371 $(2,144)$227 
Schedule of Estimated Future Amortization Expense Related to Intangible Assets The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2022, assuming no subsequent impairment of the underlying assets, is as follows, in millions:
2023$59 
202452 
202533 
2026
Total$151 
v3.22.4
Debt (Tables)
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Long Term Debt Outstanding
The following table sets forth our outstanding debt:
 December 31,
 20222021
 (In millions)
2.5% (€650 million) senior notes due 2022
$— $735 
3.6% senior notes due 2023
— 497 
4.5% senior notes due 2024
— 498 
6.25% senior notes due 2025
1,036 1,033 
5.0% senior notes due 2026
746 745 
0% convertible senior notes due 2026
989 986 
4.625% senior notes due 2027
745 744 
3.8% senior notes due 2028
995 994 
3.25% senior notes due 2030
1,237 1,235 
2.95% senior notes due 2031
492 983 
Long-term debt(1)
6,240 8,450 
Current maturities of long-term debt— (735)
Long-term debt, excluding current maturities
$6,240 $7,715 
___________________________________
(1)Net of applicable discounts and debt issuance costs.
v3.22.4
Stock-Based Awards and Other Equity Instruments (Tables)
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of Restricted Stock Units Activity
The following table presents a summary of RSU activity:
RSUsWeighted Average
Grant-Date Fair
Value
 (In thousands) 
Balance as of December 31, 20215,822 $140.33 
Granted3,967 150.35 
Vested(2,175)139.18 
Cancelled(984)142.14 
Balance as of December 31, 20226,630 146.43 
The following table presents a summary of PSU activity :
PSUsWeighted Average
Grant-Date Fair
Value
 (In thousands) 
Shares probable to be issued as of December 31, 2021380 $133.42 
Granted125 222.80 
Performance Shares Adjustment(1)
(223)177.35 
Vested(179)88.04 
Cancelled(70)189.02 
Shares probable to be issued as of December 31, 202233 87.58 
___________________________________
(1)Outcome for vested performance-based awards is updated based upon achievement of certain stock price growth rate targets of the Company’s common stock. Probable outcome for unvested performance-based awards is based upon achievement of certain stock price growth rate targets of the Company’s common stock as of December 31, 2022.
The following table summarizes the estimated vesting, as of December 31, 2022, of PSUs granted in 2022, 2021 and 2020, net of forfeiture and vesting since the respective grant dates:
By Grant Year
Performance Stock Units202220212020Total Weighted Average
Grant-Date Fair
Value
(In thousands)
Shares probable to be issued— — 33 33 $87.58 
Shares not subject to the achievement of minimum performance thresholds— — 33 33 87.58 
Shares that could be issued if maximum performance thresholds are met205 259 118 582 174.54
Schedule of Stock Option Activity The following table presents a summary of our stock option activity:
OptionsWeighted Average
Exercise Price
Remaining
Contractual Life
Aggregate
Intrinsic Value
 (In thousands) (In years)(In millions)
Balance as of December 31, 20215,191 $129.17 
Exercised(945)103.20 
Cancelled(171)111.66 
Balance as of December 31, 20224,075 135.93 3.5$— 
Exercisable as of December 31, 20221,756 109.19 1.3— 
Vested and expected to vest after December 31, 20224,075 135.93 3.5— 
Schedule of Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models The fair value of stock options granted during 2021 were estimated at the date of grant using the Black-Scholes option-pricing model, assuming the following weighted average assumptions:
Risk-free interest rate0.82 %
Expected volatility42.64 %
Expected life (in years)5.13
Dividend yield— %
Weighted-average estimated fair value of options granted during the year$60.39 
v3.22.4
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of 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,
 202220212020
 (In millions)
U.S.$67 $(274)$(2,354)
Foreign471 236 (797)
Total$538 $(38)$(3,151)
Schedule of Income Tax Expense The following table summarizes our provision for income taxes:
 Year Ended December 31,
 202220212020
  (In millions) 
Current income tax (benefit) expense:
U.S. federal$17 $17 $(31)
State— 
Foreign102 68 96 
Current income tax expense125 92 65 
Deferred income tax (benefit) expense:
U.S. federal(4)(137)(315)
State(2)(19)(65)
Foreign76 11 (108)
Deferred income tax (benefit) expense70 (145)(488)
Income tax (benefit) expense$195 $(53)$(423)
Schedule of Deferred Tax Assets and Deferred Tax Liabilities As of December 31, 2022 and 2021, the significant components of our deferred tax assets and deferred tax liabilities were as follows:
 December 31,
 20222021
 (In millions)
Deferred tax assets:
Provision for accrued expenses$51 $85 
Deferred loyalty rewards225 186 
Net operating loss and tax credit carryforwards548 939 
Stock-based compensation22 25 
Property and equipment24 17 
Capitalized research and development154 
Operating lease liabilities86 96 
Long-term investments194 106 
Other39 62 
Total deferred tax assets1,343 1,518 
Less valuation allowance(242)(171)
Net deferred tax assets$1,101 $1,347 
Deferred tax liabilities:
Goodwill and intangible assets(387)(418)
Anticipatory foreign tax credits— (113)
Operating lease ROU assets(83)(93)
Other(22)(15)
Total deferred tax liabilities$(492)$(639)
Net deferred tax assets$609 $708 
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,
 202220212020
  (In millions) 
Income tax (benefit) expense at the U.S. federal statutory rate of 21%$113 $(8)$(662)
Foreign tax rate differential(75)16 
U.S. federal research and development credit(40)(27)(24)
Excess tax benefits related to stock-based compensation(17)(56)
Nondeductible compensation37 45 17 
Unrecognized tax benefits and related interest27 36 
Change in valuation allowance77 (24)139 
Return to provision true-ups(11)(20)
State taxes(9)(48)
Non-creditable foreign withholding tax21 — 
Non-deductible goodwill impairment— — 170 
Divestitures and entity restructuring65 (6)(53)
Foreign-derived intangible income(15)— — 
Other, net10 18 
Income tax (benefit) expense$195 $(53)$(423)
Schedule of 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:
202220212020
  (In millions) 
Balance, beginning of year$349 $345 $305 
Increases to tax positions related to the current year23 11 16 
Increases to tax positions related to prior years18 
Decreases to tax positions related to prior years— (11)(2)
Reductions due to lapsed statute of limitations— — (4)
Settlements during current year(8)(6)— 
Interest and penalties10 12 
Balance, end of year$379 $349 $345 
v3.22.4
Capital Stock (Tables)
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Schedule of Share Repurchases Shares repurchased under the authorized programs were as follows:
 Year Ended December 31,
 202220212020
Number of shares repurchased5.2 million3.4 million
Average price per share$96.09 $— $109.88 
Total cost of repurchases (in millions)(1)
$500 $— $370 
___________________________________
(1)Amount excludes transaction costs.
Schedule Of Dividends Declared In 2020, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following common stock dividends:
Declaration DateDividend
Per Share
Record DateTotal Amount
(in millions)
Payment Date
Year ended December 31, 2020:
February 13, 2020$0.34 March 10, 2020$48 March 26, 2020
v3.22.4
Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2022
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,
 202220212020
 (In millions, except share and per share data)
Net income (loss) attributable to Expedia Group, Inc.$352 $12 $(2,612)
Preferred stock dividend— (67)(75)
Loss on redemption of preferred stock— (214)— 
Net income (loss) attributable to Expedia Group, Inc. common stockholders$352 $(269)$(2,687)
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:
Basic$2.24 $(1.80)$(19.00)
Diluted2.17 (1.80)(19.00)
Weighted average number of shares outstanding (000's):
Basic156,672 149,734 141,414 
Dilutive effect of:
Convertible Notes3,921 — — 
Stock-based awards1,153 — — 
Other dilutive securities— — 
Diluted161,751 149,734 141,414 
v3.22.4
Other Income (Expense) (Tables)
12 Months Ended
Dec. 31, 2022
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,
 202220212020
 (In millions)
Foreign exchange rate gains (losses), net
$(40)$(48)$71 
Loss on minority equity investments, net(345)(29)(142)
Other— 19 (6)
Total$(385)$(58)$(77)
v3.22.4
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Commitments and Obligations The following table presents these commitments and obligations as of December 31, 2022:
  By Period
 TotalLess than
1  year
1 to 3
years
3 to 5
years
More than
5  years
 (In millions)
Purchase obligations$466 $292 $144 $30 $— 
Guarantees27 27 — — — 
Letters of credit44 42 — — 
$537 $361 $146 $30 $— 
v3.22.4
Segment Information (Tables)
12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Schedule of Operating Segment Information The following tables present our segment information for 2022, 2021 and 2020. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.
 Year ended December 31, 2022
 RetailB2BtrivagoCorporate &
Eliminations
Total
 (In millions)
Third-party revenue$8,741 $2,546 $380 $— $11,667 
Intersegment revenue— — 181 (181)— 
Revenue$8,741 $2,546 $561 $(181)$11,667 
Adjusted EBITDA$2,124 $599 $113 $(487)$2,349 
Depreciation(509)(85)(8)(102)(704)
Amortization of intangible assets— — — (88)(88)
Impairment of intangible assets— — — (81)(81)
Stock-based compensation— — — (374)(374)
Legal reserves, occupancy tax and other— — — (23)(23)
Realized (gain) loss on revenue hedges— — 
Operating income (loss)$1,617 $518 $105 $(1,155)1,085 
Other expense, net(547)
Income before income taxes538 
Provision for income taxes(195)
Net income343 
Net loss attributable to non-controlling interests
Net income attributable to Expedia Group, Inc.$352 
 Year ended December 31, 2021
 RetailB2BtrivagoCorporate & EliminationsTotal
 (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 hedges17 — — — 17 
Operating income (loss)$1,277 $$29 $(1,128)186 
Other expense, net(224)
Loss before income taxes(38)
Provision for income taxes53 
Net income15 
Net income attributable to non-controlling interests(3)
Net income attributable to Expedia Group, Inc.12 
Preferred stock dividend(67)
Loss on redemption of preferred stock(214)
Net loss attributable to Expedia Group, Inc. common stockholders$(269)
 Year ended December 31, 2020
 RetailB2BtrivagoCorporate & EliminationsTotal
 (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 taxes423 
Net loss(2,728)
Net loss attributable to non-controlling interests116 
Net loss attributable to Expedia Group, Inc.(2,612)
Preferred stock dividend(75)
Net loss attributable to Expedia Group, Inc. common stockholders$(2,687)
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, 2022, 2021 and 2020:
Year Ended December 31,
202220212020
(In millions)
Business Model
Merchant$7,762 $5,537 $3,261 
Agency2,994 2,307 1,267 
Advertising, media and other911 754 671 
Total revenue
$11,667 $8,598 $5,199 
Service Type
Lodging$8,905 $6,449 $4,051 
Air362 254 105 
Advertising and media777 603 405 
Other(1)
1,623 1,292 638 
Total revenue
$11,667 $8,598 $5,199 
___________________________________

(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 during the year ended December 31, 2020 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, 2022, 2021 and 2020. 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,
 202220212020
 (In millions)
Revenue
United States$7,939 $6,569 $3,511 
All other countries3,728 2,029 1,688 
$11,667 $8,598 $5,199 
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, 2022 and 2021:
 As of December 31,
 20222021
 (In millions)
Property and equipment, net
United States$2,111 $2,056 
All other countries99 124 
$2,210 $2,180 
v3.22.4
Valuation and Qualifying Accounts (Tables)
12 Months Ended
Dec. 31, 2022
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, 2021 and 2022 primarily due to COVID impacts.
DescriptionBalance at
Beginning of
Period
Charges to
Earnings
Charges to
Other
Accounts(1)
DeductionsBalance at End
of Period
 (In millions)
2022
Allowance for expected credit losses$65 $20 $(3)$(42)$40 
Other reserves64 (28)(4)(3)29 
2021
Allowance for expected credit losses$101 $$(17)$(26)$65 
Other reserves58 (1)— 64 
2020
Allowance for doubtful accounts$41 $82 $$(24)$101 
Other reserves19 39 (2)58 
___________________________________
(1)Charges to other accounts primarily relates to amounts acquired through acquisitions or disposed of through sales of businesses, net translation adjustments and reclassifications.
v3.22.4
Significant Accounting Policies - Additional Information (Details)
$ in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2022
EUR (€)
Mar. 31, 2022
EUR (€)
instrument
Significant Accounting Policies [Line Items]          
Prepaid merchant bookings $ 480 $ 591      
Deferred revenue 163 166      
Advertising expense $ 3,900 $ 2,700 $ 1,200    
RSUs          
Significant Accounting Policies [Line Items]          
Vesting period 4 years        
2.5% (€650 million) Senior Notes Due 2022          
Significant Accounting Policies [Line Items]          
Debt, interest rate 2.50%     2.50%  
2.5% (€650 million) Senior Notes Due 2022 | Senior notes          
Significant Accounting Policies [Line Items]          
Debt, interest rate         2.50%
2.5% (€650 million) Senior Notes Due 2022 | Senior notes          
Significant Accounting Policies [Line Items]          
Debt instrument, redeemed amount | €       € 650,000,000 € 650,000,000
Debt, interest rate 2.50% 2.50%   2.50% 2.50%
Cross-currency interest rate swaps | Designated as Hedging Instrument          
Significant Accounting Policies [Line Items]          
Fixed-to fixed cross currency interest rate swaps entered into | instrument         2
Notional amount of derivatives | €         € 300,000,000
Derivative, fixed interest rate (in percent)         5.00%
Derivative, average fixed interest rate (in percent)         3.38%
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 | Stock Options          
Significant Accounting Policies [Line Items]          
Vesting period 3 years        
Minimum | Computer Equipment          
Significant Accounting Policies [Line Items]          
Property and equipment, estimated useful lives 3 years        
Minimum | Capitalized 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 | Stock Options          
Significant Accounting Policies [Line Items]          
Vesting period 4 years        
Maximum | Computer Equipment          
Significant Accounting Policies [Line Items]          
Property and equipment, estimated useful lives 5 years        
Maximum | Capitalized 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 $ 6,200 $ 4,900      
Deferred merchant bookings recognized during period 4,000        
Revenue recognized during period 693        
Deferred Loyalty Rewards          
Significant Accounting Policies [Line Items]          
Deferred merchant bookings $ 961 798      
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        
Deferred Revenue          
Significant Accounting Policies [Line Items]          
Revenue recognized during period $ 117        
Deferred revenue $ 163 $ 166      
v3.22.4
Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Accounting Policies [Abstract]        
Cash and cash equivalents $ 4,096 $ 4,111    
Restricted cash and cash equivalents 1,755 1,694    
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statements of cash flows $ 5,851 $ 5,805 $ 4,138 $ 4,097
v3.22.4
Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) - Recurring Basis - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Investments:    
Total assets $ 839 $ 1,335
Foreign currency forward contracts    
Derivatives:    
Derivatives 15 3
Cross-currency interest rate swaps    
Derivatives:    
Derivatives 21  
Money market funds    
Cash equivalents:    
Cash equivalents 3 47
Mutual funds    
Cash equivalents:    
Cash equivalents   23
Term deposits    
Cash equivalents:    
Cash equivalents 188 153
Investments:    
Investments 48 200
Equity investments    
Investments:    
Investments 564 909
Level 1    
Investments:    
Total assets 52 164
Level 1 | Foreign currency forward contracts    
Derivatives:    
Derivatives 0 0
Level 1 | Cross-currency interest rate swaps    
Derivatives:    
Derivatives 0  
Level 1 | Money market funds    
Cash equivalents:    
Cash equivalents 3 47
Level 1 | Mutual funds    
Cash equivalents:    
Cash equivalents   23
Level 1 | Term deposits    
Cash equivalents:    
Cash equivalents 0 0
Investments:    
Investments 0 0
Level 1 | Equity investments    
Investments:    
Investments 49 94
Level 2    
Investments:    
Total assets 787 356
Level 2 | Foreign currency forward contracts    
Derivatives:    
Derivatives 15 3
Level 2 | Cross-currency interest rate swaps    
Derivatives:    
Derivatives 21  
Level 2 | Money market funds    
Cash equivalents:    
Cash equivalents 0 0
Level 2 | Mutual funds    
Cash equivalents:    
Cash equivalents   0
Level 2 | Term deposits    
Cash equivalents:    
Cash equivalents 188 153
Investments:    
Investments 48 200
Level 2 | Equity investments    
Investments:    
Investments $ 515 0
Level 3    
Investments:    
Total assets   815
Level 3 | Foreign currency forward contracts    
Derivatives:    
Derivatives   0
Level 3 | Money market funds    
Cash equivalents:    
Cash equivalents   0
Level 3 | Mutual funds    
Cash equivalents:    
Cash equivalents   0
Level 3 | Term deposits    
Cash equivalents:    
Cash equivalents   0
Investments:    
Investments   0
Level 3 | Equity investments    
Investments:    
Investments   $ 815
v3.22.4
Fair Value Measurements - Additional Information (Details)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2022
USD ($)
Jun. 01, 2022
Nov. 01, 2021
USD ($)
Mar. 31, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Mar. 31, 2022
EUR (€)
instrument
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Net gains (losses) from foreign currency forward contracts         $ (66) $ 1 $ 74  
Loss on minority equity investments         345 29 142  
Impairment of goodwill         0 14 799  
Goodwill $ 7,143       7,143 7,171 $ 7,380  
Intangible and other long-term asset impairment         81      
Carrying value of cost method investments 330       330 330    
Cumulative unrealized upward adjustments 2       2      
Cumulative unrealized downward adjustments 105       105      
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]             Intangible and other long-term asset impairment  
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]             Intangible and other long-term asset impairment  
Measurement Input, Projected Revenues And Royalty Rates | Minimum | Level 3                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Intangible assets, indefinite-lived (excluding goodwill), measurement input             0.02  
Measurement Input, Projected Revenues And Royalty Rates | Maximum | Level 3                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Intangible assets, indefinite-lived (excluding goodwill), measurement input             0.08  
Measurement Input, Projected Revenues And Royalty Rates | Weighted Average | Level 3                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Intangible assets, indefinite-lived (excluding goodwill), measurement input             0.07  
B2B                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Impairment of goodwill           14    
Goodwill 412       412 394 $ 538  
Long-lived assets impairment charge           6    
Retail                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Impairment of goodwill           0    
Goodwill 6,433       6,433 6,462 6,505  
Intangible and other long-term asset impairment             175  
Trivago                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Impairment of goodwill           0    
Goodwill $ 298       298 315 337  
Trivago | Trade Names                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Impairment of indefinite-lived intangible assets         81      
Nonrecurring Basis                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Impairment losses related to a minority investment         0 0 134  
Nonrecurring Basis | Retail                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Impairment of goodwill             559  
Goodwill             2,300  
Intangible and other long-term asset impairment             175  
Impairment of definite-lived intangible assets             35  
Nonrecurring Basis | Retail | Other                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Long-lived assets impairment charge             21  
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  
Nonrecurring Basis | Trivago                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Impairment of goodwill             240  
Equity investments                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Downward adjustments to annual amount         335      
American Express Global Business Travel                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Initial fair value     $ 815          
American Express Global Business Travel | Disposed of by Sale                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Equity interest maintained     19.00%          
Global Business Travel Group                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Equity interest maintained 16.00% 16.00%            
Exchange ratio 1              
Despegar.com Corp.                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Loss on minority equity investments         45 29 $ 6  
American Express Global Business Travel | Equity investments                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Downward adjustments to annual amount       $ 2        
Global Business Travel Group | Equity investments                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Loss on minority equity investments         300      
Foreign currency forward contracts                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Notional amount of derivatives $ 2,800       2,800      
Foreign currency forward contracts, assets 15       15 3    
Gross forward asset 29       29 $ 12    
Cross-currency interest rate swaps | Designated as Hedging Instrument                
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                
Notional amount of derivatives | €               € 300,000,000
Fixed-to fixed cross currency interest rate swaps entered into | instrument               2
Fair value of derivative, asset $ 21       21      
Gain on derivative recognized in interest expense         $ 5      
v3.22.4
Fair Value Measurements - Equity Method Investments (Details) - Equity investments
$ in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Balance at December 31, 2021 $ 815
Upward (downward) adjustment to valuation (335)
Reclassification to Level 2 (480)
Balance at December 31, 2022 $ 0
v3.22.4
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 4,891 $ 4,715
Less: accumulated depreciation (2,744) (2,568)
Projects in progress 63 33
Property and equipment, net 2,210 2,180
Capitalized software development    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 3,107 2,892
Computer equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 353 351
Furniture and other equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 102 106
Buildings and leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 1,183 1,220
Land    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 146 $ 146
v3.22.4
Property and Equipment, Net - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]      
Capitalized software development costs, net of accumulated amortization $ 960 $ 895  
Amortization of capitalized software development costs 597 588 $ 593
Accounts Payable      
Property, Plant and Equipment [Line Items]      
Acquisition of property and equipment, non-cash investing activity $ 26 $ 4 $ 9
v3.22.4
Leases - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Lessee, Lease, Description [Line Items]      
Lessor, operating lease, renewal term 10 years    
Lessor, operating lease, option to terminate 1 year    
Operating lease costs $ 99 $ 119 $ 159
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 15 years    
v3.22.4
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows for operating lease payments $ 96 $ 151 $ 139
Right-of-use assets obtained in exchange for lease obligations:      
Operating leases $ 75 $ 30 $ 117
v3.22.4
Leases - Supplemental Consolidated Balance Sheet Information (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
Operating lease right-of-use assets $ 363 $ 407
Current lease liabilities, included within Accrued expenses and other current liabilities $ 77 $ 77
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 $ 312 $ 360
Total operating lease liabilities $ 389 $ 437
Weighted average remaining lease term 7 years 1 month 6 days 8 years 1 month 6 days
Weighted average discount rate 3.50% 3.50%
v3.22.4
Leases - Maturities of Lease Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Operating Leases    
2023 $ 88  
2024 67  
2025 56  
2026 51  
2027 47  
2028 and thereafter 134  
Total lease payments 443  
Less: imputed interest (54)  
Total $ 389 $ 437
v3.22.4
Goodwill and Intangible Assets, Net - Goodwill and Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill $ 7,143 $ 7,171 $ 7,380
Intangible assets with indefinite lives 1,058 1,166  
Intangible assets with definite lives, net 151 227  
Goodwill and intangible assets $ 8,352 $ 8,564  
v3.22.4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill [Line Items]      
Intangible and other long-term asset impairment $ 81 $ 6 $ 175
Impairment of goodwill 0 14 799
Intangible and other long-term asset impairment 81    
Accumulated goodwill impairment loss 3,300 3,300  
Amortization of intangible assets 88 99 154
Trivago      
Goodwill [Line Items]      
Impairment of goodwill   0  
Accumulated goodwill impairment loss 240 240  
Trivago | Nonrecurring Basis      
Goodwill [Line Items]      
Impairment of goodwill     240
Retail      
Goodwill [Line Items]      
Impairment of goodwill   0  
Intangible and other long-term asset impairment     175
Accumulated goodwill impairment loss 3,000 3,000  
Retail | Nonrecurring Basis      
Goodwill [Line Items]      
Impairment of goodwill     559
Intangible and other long-term asset impairment     $ 175
B2B      
Goodwill [Line Items]      
Impairment of goodwill   14  
Accumulated goodwill impairment loss $ 14 $ 14  
v3.22.4
Goodwill and Intangible Assets, Net - Changes in Goodwill by Reportable Segment (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill [Roll Forward]      
Goodwill, Beginning Balance $ 7,171 $ 7,380  
Impairment charges 0 (14) $ (799)
Additions   5  
Deductions   (201)  
Foreign exchange translation and other (28) 1  
Goodwill, Ending Balance 7,143 7,171 7,380
Retail      
Goodwill [Roll Forward]      
Goodwill, Beginning Balance 6,462 6,505  
Impairment charges   0  
Additions   0  
Deductions   (34)  
Foreign exchange translation and other (29) (9)  
Goodwill, Ending Balance 6,433 6,462 6,505
B2B      
Goodwill [Roll Forward]      
Goodwill, Beginning Balance 394 538  
Impairment charges   (14)  
Additions   0  
Deductions   (167)  
Foreign exchange translation and other 18 37  
Goodwill, Ending Balance 412 394 538
trivago      
Goodwill [Roll Forward]      
Goodwill, Beginning Balance 315 337  
Impairment charges   0  
Additions   5  
Deductions   0  
Foreign exchange translation and other (17) (27)  
Goodwill, Ending Balance $ 298 $ 315 $ 337
v3.22.4
Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Cost $ 1,695 $ 2,371
Accumulated Amortization (1,544) (2,144)
Net 151 227
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Cost 382 565
Accumulated Amortization (336) (502)
Net 46 63
Supplier relationships    
Finite-Lived Intangible Assets [Line Items]    
Cost 478 626
Accumulated Amortization (460) (564)
Net 18 62
Domain names    
Finite-Lived Intangible Assets [Line Items]    
Cost 149 164
Accumulated Amortization (118) (133)
Net 31 31
Other    
Finite-Lived Intangible Assets [Line Items]    
Cost 686 1,016
Accumulated Amortization (630) (945)
Net $ 56 $ 71
v3.22.4
Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2023 $ 59  
2024 52  
2025 33  
2026 7  
Net $ 151 $ 227
v3.22.4
Debt - Long Term Debt Outstanding (Details)
Dec. 31, 2022
USD ($)
Dec. 31, 2022
EUR (€)
Mar. 31, 2022
Dec. 31, 2021
USD ($)
Dec. 31, 2021
EUR (€)
Debt Instrument [Line Items]          
Long-term Debt $ 6,240,000,000     $ 8,450,000,000  
Current maturities of long-term debt 0     (735,000,000)  
Long-term debt, excluding current maturities $ 6,240,000,000     $ 7,715,000,000  
2.5% (€650 million) Senior Notes Due 2022 | Senior notes          
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
Long-term Debt $ 0     $ 735,000,000  
3.6% senior notes due 2023 | Senior notes          
Debt Instrument [Line Items]          
Debt, interest rate 3.60% 3.60%   3.60% 3.60%
Long-term Debt $ 0     $ 497,000,000  
4.5% senior notes due 2024 | Senior notes          
Debt Instrument [Line Items]          
Debt, interest rate 4.50% 4.50%   4.50% 4.50%
Long-term Debt $ 0     $ 498,000,000  
6.25% senior notes due 2025 | Senior notes          
Debt Instrument [Line Items]          
Debt, interest rate 6.25% 6.25%   6.25% 6.25%
Senior unsecured notes principal amount $ 1,000,000,000        
Long-term Debt $ 1,036,000,000     $ 1,033,000,000  
5.0% senior notes due 2026          
Debt Instrument [Line Items]          
Debt, interest rate 5.00% 5.00%      
Senior unsecured notes principal amount $ 750,000,000        
5.0% senior notes due 2026 | Senior notes          
Debt Instrument [Line Items]          
Debt, interest rate 5.00% 5.00%   5.00% 5.00%
Long-term Debt $ 746,000,000     $ 745,000,000  
0% convertible senior notes due 2026 | Convertible Debt          
Debt Instrument [Line Items]          
Debt, interest rate 0.00% 0.00%   0.00% 0.00%
Senior unsecured notes principal amount $ 1,000,000,000        
Long-term Debt $ 989,000,000     $ 986,000,000  
4.625% senior notes due 2027 | Senior notes          
Debt Instrument [Line Items]          
Debt, interest rate 4.625% 4.625%   4.625% 4.625%
Senior unsecured notes principal amount $ 750,000,000        
Long-term Debt $ 745,000,000     $ 744,000,000  
3.8% senior notes due 2028 | Senior notes          
Debt Instrument [Line Items]          
Debt, interest rate 3.80% 3.80%   3.80% 3.80%
Senior unsecured notes principal amount $ 1,000,000,000        
Long-term Debt $ 995,000,000     $ 994,000,000  
3.25% senior notes due 2030 | Senior notes          
Debt Instrument [Line Items]          
Debt, interest rate 3.25% 3.25%   3.25% 3.25%
Senior unsecured notes principal amount $ 1,250,000,000        
Long-term Debt $ 1,237,000,000     $ 1,235,000,000  
2.95% senior notes due 2031 | Senior notes          
Debt Instrument [Line Items]          
Debt, interest rate 2.95% 2.95%      
Senior unsecured notes principal amount $ 500,000,000        
Long-term Debt $ 492,000,000     $ 983,000,000  
v3.22.4
Debt - Additional Information (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2021
day
Dec. 31, 2022
USD ($)
day
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
Dec. 31, 2022
EUR (€)
Mar. 31, 2022
EUR (€)
Dec. 31, 2021
EUR (€)
Debt Instrument [Line Items]              
Gain (loss) on debt extinguishment, net   $ 49,000,000 $ (280,000,000) $ 0      
Payments of debt extinguishment costs   $ 22,000,000 $ 258,000,000 $ 0      
Common stock, par value (in dollars per share) | $ / shares   $ 0.0001 $ 0.0001        
Long-term debt   $ 6,240,000,000 $ 8,450,000,000        
Revolving Credit Facility              
Debt Instrument [Line Items]              
Credit facility     1,145,000,000        
Letter of Credit              
Debt Instrument [Line Items]              
Letters of credit issued under the credit facility     14,000,000        
Common stock              
Debt Instrument [Line Items]              
Common stock, par value (in dollars per share) | $ / shares   $ 0.0001          
Senior notes              
Debt Instrument [Line Items]              
Gain (loss) on debt extinguishment, net   $ (24,000,000)          
Payments of debt extinguishment costs   20,000,000          
Write off of deferred debt issuance cost   $ 4,000,000          
Debt instrument redemption price percentage   101.00%          
Accrued interest related to senior notes   $ 73,000,000 98,000,000        
Senior notes | Estimate of Fair Value Measurement              
Debt Instrument [Line Items]              
Fair value of senior notes   4,900,000,000 8,000,000,000        
Convertible Debt | Estimate of Fair Value Measurement              
Debt Instrument [Line Items]              
Fair value of senior notes   $ 871,000,000 1,200,000,000        
Line of Credit | Revolving Credit Facility              
Debt Instrument [Line Items]              
Credit facility borrowings outstanding     0        
Line of Credit | Foreign credit facility              
Debt Instrument [Line Items]              
Credit facility borrowings outstanding     $ 0        
2.5% (€650 million) Senior Notes Due 2022 | Senior notes              
Debt Instrument [Line Items]              
Debt instrument, redeemed amount | €         € 650,000,000 € 650,000,000  
Debt, interest rate   2.50% 2.50%   2.50% 2.50% 2.50%
Senior unsecured notes principal amount | €         € 650,000,000   € 650,000,000
Long-term debt   $ 0 $ 735,000,000        
3.6% senior notes due 2023 | Senior notes              
Debt Instrument [Line Items]              
Debt instrument, redeemed amount   $ 500,000,000          
Debt, interest rate   3.60% 3.60%   3.60%   3.60%
Long-term debt   $ 0 $ 497,000,000        
4.5% senior notes due 2024 | Senior notes              
Debt Instrument [Line Items]              
Debt instrument, redeemed amount   $ 500,000,000          
Debt, interest rate   4.50% 4.50%   4.50%   4.50%
Long-term debt   $ 0 $ 498,000,000        
2.95% senior notes due 2031 | Senior notes              
Debt Instrument [Line Items]              
Debt instrument, redeemed amount   $ 500,000,000          
Debt, interest rate   2.95%     2.95%    
Gain (loss) on debt extinguishment, net   $ 73,000,000          
Payments of debt extinguishment costs   1,000,000          
Write off of deferred debt issuance cost   8,000,000          
Repayments of senior debt   418,000,000          
Senior unsecured notes principal amount   $ 500,000,000          
Senior notes issued price percentage   99.081%     99.081%    
Long-term debt   $ 492,000,000 $ 983,000,000        
Seven Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member] | Senior notes              
Debt Instrument [Line Items]              
Debt, interest rate     7.00%       7.00%
6.25% senior notes due 2025 | Senior notes              
Debt Instrument [Line Items]              
Debt, interest rate   6.25% 6.25%   6.25%   6.25%
Repayments of senior debt   $ 956,000,000 $ 956,000,000        
Senior unsecured notes principal amount   $ 1,000,000,000          
Debt instrument redemption price percentage   100.00%          
Long-term debt   $ 1,036,000,000 $ 1,033,000,000        
5.0% senior notes due 2026              
Debt Instrument [Line Items]              
Debt, interest rate   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]              
Debt, interest rate   5.00% 5.00%   5.00%   5.00%
Long-term debt   $ 746,000,000 $ 745,000,000        
0% convertible senior notes due 2026 | Convertible Debt              
Debt Instrument [Line Items]              
Debt, interest rate   0.00% 0.00%   0.00%   0.00%
Senior unsecured notes principal amount   $ 1,000,000,000          
Debt instrument, convertible, conversion ratio   0.0039212          
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares   $ 255.02          
Long-term debt   $ 989,000,000 $ 986,000,000        
Debt issuance costs, net   11,000,000 14,000,000        
Amortization of debt issuance costs   $ 3,000,000 $ 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]              
Debt instrument redemption price percentage   100.00%          
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%          
4.625% senior notes due 2027 | Senior notes              
Debt Instrument [Line Items]              
Debt, interest rate   4.625% 4.625%   4.625%   4.625%
Senior unsecured notes principal amount   $ 750,000,000          
Senior notes issued price percentage   99.997%     99.997%    
Long-term debt   $ 745,000,000 $ 744,000,000        
3.8% senior notes due 2028 | Senior notes              
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%    
Long-term debt   $ 995,000,000 $ 994,000,000        
3.25% senior notes due 2030 | Senior notes              
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%    
Long-term debt   $ 1,237,000,000 $ 1,235,000,000        
New Revolving Credit Facility | Line of Credit              
Debt Instrument [Line Items]              
Letters of credit issued under the credit facility   38,000,000          
New Revolving Credit Facility | Line of Credit | Revolving Credit Facility              
Debt Instrument [Line Items]              
Credit facility   2,500,000,000          
Credit facility borrowings outstanding   $ 0          
New Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Minimum              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate   1.00%          
Commitment fee on undrawn amounts   0.10%          
New Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Minimum | Base rate              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate   0.00%          
New Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Maximum              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate   1.75%          
Commitment fee on undrawn amounts   0.25%          
New Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Maximum | Base rate              
Debt Instrument [Line Items]              
Debt instrument, basis spread on variable rate   0.75%          
New Revolving Credit Facility | Line of Credit | Letter of Credit              
Debt Instrument [Line Items]              
Credit facility   $ 120,000,000          
Foreign credit facility              
Debt Instrument [Line Items]              
Credit facility     $ 855,000,000        
v3.22.4
Employee Benefit Plans - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Postemployment Benefits [Abstract]      
Percentage of employees contributions maximum 50.00%    
Percentage of company matches of employees contributions maximum 6.00%    
Employee vesting period 2 years    
Employer contributions for benefit plans $ 63 $ 68 $ 63
v3.22.4
Stock-Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Common stock reserved for new stock-based awards, shares 7,000    
Market value of shares vested in period $ 336 $ 504 $ 172
Stock-based compensation 374 418 205
Stock-based compensation tax benefit 106 157 44
Capitalized stock-based compensation expense 54 68 36
Cash received from stock-based award exercises 98 476 301
Income tax benefit associated with employees exercise of stock-based awards 17 $ 28 $ 1
Unrecognized stock-based compensation expense $ 938    
Unrecognized stock-based compensation expense expected recognition period 2 years 8 months 23 days    
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 305 194 212
Employee stock ownership plan, average purchase price of shares purchased $ 109.36 $ 135.38 $ 84.89
Number of shares available for issuance (in shares) 901    
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock price, as of year end (in dollars per share) $ 87.60    
Total intrinsic value of stock options exercised, value $ 89 $ 302 $ 74
Options granted (in shares) 0   0
v3.22.4
Stock-Based Awards and Other Equity Instruments - Schedule of Restricted Stock Units Activity (Details)
shares in Thousands
12 Months Ended
Dec. 31, 2022
$ / shares
shares
RSUs  
Number of Shares  
Beginning balance (in shares) | shares 5,822
Granted (in shares) | shares 3,967
Vested (in shares) | shares (2,175)
Cancelled (in shares) | shares (984)
Ending balance (in shares) | shares 6,630
Weighted Average Grant-Date Fair Value  
Beginning balance (in dollars per share) | $ / shares $ 140.33
Granted (in dollars per share) | $ / shares 150.35
Vested (in dollars per share) | $ / shares 139.18
Cancelled (in dollars per share) | $ / shares 142.14
Ending balance (in dollars per share) | $ / shares $ 146.43
PSUs  
Number of Shares  
Beginning balance (in shares) | shares 380
Granted (in shares) | shares 125
Performance Shares Adjustment (in shares) | shares (223)
Vested (in shares) | shares (179)
Cancelled (in shares) | shares (70)
Ending balance (in shares) | shares 33
Weighted Average Grant-Date Fair Value  
Beginning balance (in dollars per share) | $ / shares $ 133.42
Granted (in dollars per share) | $ / shares 222.80
Performance Shares Adjustment (in dollars per share) | $ / shares 177.35
Vested (in dollars per share) | $ / shares 88.04
Cancelled (in dollars per share) | $ / shares 189.02
Ending balance (in dollars per share) | $ / shares $ 87.58
v3.22.4
Stock-Based Awards and Other Equity Instruments - Performance Share Units (Details) - $ / shares
shares in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
By Grant Year      
Shares probable to be issued (in shares) 33    
Shares not subject to the achievement of minimum performance thresholds (in shares) 33    
Shares that could be issued if maximum performance thresholds are met (in shares) 582    
Weighted Average Grant-Date Fair Value      
Shares probable to be issued (in usd per share) $ 87.58    
Shares not subject to the achievement of minimum performance thresholds (in usd per share) 87.58    
Shares that could be issued if maximum performance thresholds are met (in usd per share) $ 174.54    
PSUs      
By Grant Year      
Shares probable to be issued (in shares) 0 0 33
Shares not subject to the achievement of minimum performance thresholds (in shares) 0 0 33
Shares that could be issued if maximum performance thresholds are met (in shares) 205 259 118
v3.22.4
Stock-Based Awards and Other Equity Instruments - Schedule of Stock Option Activity (Details) - Stock Options
$ / shares in Units, shares in Thousands, $ in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
shares
Options  
Beginning balance (in shares) | shares 5,191
Exercised (in shares) | shares (945)
Cancelled (in shares) | shares (171)
Ending balance (in shares) | shares 4,075
Exercisable as of end of the period (in shares) | shares 1,756
Vested and expected to vest (in shares) | shares 4,075
Weighted Average Exercise Price  
Beginning balance (in dollars per share) | $ / shares $ 129.17
Exercised (in dollars per share) | $ / shares 103.20
Cancelled (in dollars per share) | $ / shares 111.66
Ending balance (in dollars per share) | $ / shares 135.93
Exercisable as of end of the period (in dollars per share) | $ / shares 109.19
Vested and expected to vest (in dollars per share) | $ / shares $ 135.93
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]  
Remaining Contractual Life (In years) 3 years 6 months
Remaining Contractual Life (In years), Exercisable as of end of the period 1 year 3 months 18 days
Remaining Contractual Life (In years), Vested and expected to vest 3 years 6 months
Aggregate Intrinsic Value | $ $ 0
Aggregate intrinsic value, Exercisable as of end of the period | $ 0
Aggregate intrinsic value, Vested and expected to vest | $ $ 0
v3.22.4
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
v3.22.4
Income Taxes - Domestic and Foreign Income Loss Before Income Taxes (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
U.S. $ 67 $ (274) $ (2,354)
Foreign 471 236 (797)
Income (loss) before income taxes $ 538 $ (38) $ (3,151)
v3.22.4
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current income tax (benefit) expense:      
U.S. federal $ 17 $ 17 $ (31)
State 6 7 0
Foreign 102 68 96
Current income tax expense 125 92 65
Deferred income tax (benefit) expense:      
U.S. federal (4) (137) (315)
State (2) (19) (65)
Foreign 76 11 (108)
Deferred income tax (benefit) expense 70 (145) (488)
Income tax (benefit) expense $ 195 $ (53) $ (423)
v3.22.4
Income Taxes - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2019
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Taxes [Line Items]          
Reduction in current income tax payable attributable to stock-based compensation     $ 17 $ 28 $ 1
Valuation allowance $ 242   242 171  
Increase in NOL valuation allowance     (71)    
Undistributed earnings of foreign subsidiaries 65   65    
Unrecognized tax benefits 379 $ 305 379 349 345
Unrecognized tax benefits that would impact effective tax rate 213   213 207 219
Uncertain tax positions, interest and penalties 66   66 56  
Interest and penalties     10 $ 7 $ 12
Federal          
Income Taxes [Line Items]          
Net operating loss carryforwards 1,100   1,100    
Indefinitely carried forward net operating loss carryforwards 1,100   1,100    
Unrecognized deferred tax liability related to the U.S. federal income tax consequences of undistributed earnings of foreign subsidiaries 17   17    
State          
Income Taxes [Line Items]          
Net operating loss carryforwards 465   465    
Indefinitely carried forward net operating loss carryforwards 103   103    
Net operating loss carryforwards subject to expiration 362   362    
Foreign          
Income Taxes [Line Items]          
Net operating loss carryforwards 268   268    
Indefinitely carried forward net operating loss carryforwards 188   188    
Net operating loss carryforwards subject to expiration 80   $ 80    
IRS          
Income Taxes [Line Items]          
Increase in prior years taxable revenue due to tax examination 1,413 696      
Additional federal tax expense due to tax examination $ 494 $ 244      
v3.22.4
Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets:    
Provision for accrued expenses $ 51 $ 85
Deferred loyalty rewards 225 186
Net operating loss and tax credit carryforwards 548 939
Stock-based compensation 22 25
Property and equipment 24 17
Capitalized research and development 154 2
Operating lease liabilities 86 96
Long-term investments 194 106
Other 39 62
Total deferred tax assets 1,343 1,518
Less valuation allowance (242) (171)
Net deferred tax assets 1,101 1,347
Deferred tax liabilities:    
Goodwill and intangible assets (387) (418)
Anticipatory foreign tax credits 0 (113)
Operating lease ROU assets (83) (93)
Other (22) (15)
Total deferred tax liabilities (492) (639)
Net deferred tax assets $ 609 $ 708
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Income tax (benefit) expense at the U.S. federal statutory rate of 21% $ 113 $ (8) $ (662)
Foreign tax rate differential (75) 3 16
U.S. federal research and development credit (40) (27) (24)
Excess tax benefits related to stock-based compensation (17) (56) 4
Nondeductible compensation 37 45 17
Unrecognized tax benefits and related interest 27 6 36
Change in valuation allowance 77 (24) 139
Return to provision true-ups (11) 4 (20)
State taxes 3 (9) (48)
Non-creditable foreign withholding tax 21 1 0
Non-deductible goodwill impairment 0 0 170
Divestitures and entity restructuring 65 (6) (53)
Foreign-derived intangible income (15) 0 0
Other, net 10 18 2
Income tax (benefit) expense $ 195 $ (53) $ (423)
v3.22.4
Income Taxes - Uncertain Tax Positions (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Beginning balance $ 349 $ 345 $ 305
Increases to tax positions related to the current year 23 11 16
Increases to tax positions related to prior years 5 3 18
Decreases to tax positions related to prior years 0 (11) (2)
Reductions due to lapsed statute of limitations 0 0 (4)
Settlements during current year (8) (6) 0
Interest and penalties 10 7 12
Ending balance $ 379 $ 349 $ 345
v3.22.4
Capital Stock - Additional Information (Details)
12 Months Ended
Dec. 31, 2022
USD ($)
vote
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Dec. 31, 2019
shares
Dec. 31, 2018
shares
Class of Stock [Line Items]          
Common stock, shares authorized (in shares) 1,600,000,000 1,600,000,000      
Common stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001      
Preferred stock dividends | $   $ 67,000,000 $ 75,000,000    
Loss on redemption of preferred stock | $ $ 0 $ 214,000,000 $ 0    
Payment of preferred dividends (in dollars per share) | $ / shares   $ 74.96 $ 62.47    
Treasury stock (in shares) 137,783,000 131,813,000      
Number of shares authorized and remaining under the repurchase program 18,100,000        
Board of Directors Chairman          
Class of Stock [Line Items]          
Authorized share repurchase (up to)       20,000,000 15,000,000
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    
Common Stock          
Class of Stock [Line Items]          
Treasury stock (in shares) 130,500,000 124,500,000      
Class B Common Stock          
Class of Stock [Line Items]          
Common stock, shares authorized (in shares) 400,000,000 400,000,000      
Common stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001      
Number of voting rights to each shareholder, per share | vote 10        
Common stock, conversion basis one        
Treasury stock (in shares) 7,300,000 7,300,000      
Series A Preferred Stock          
Class of Stock [Line Items]          
Preferred stock, redemption price, percentage of principal amount redeemed   103.00%      
Preferred stock, redemption amount | $   $ 1,275,000,000      
Preferred stock redemption premium | $   36,000,000      
Preferred stock dividends | $   39,000,000      
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      
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]          
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     $ 72.00    
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     $ 72.00    
Shares issued in transaction (in shares)   2,600,000      
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        
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]          
Preferred stock dividends | $   $ 67,000,000 $ 75,000,000    
v3.22.4
Capital Stock - Shares Repurchased (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Equity [Abstract]      
Number of shares repurchased (in shares) 5.2 0.0 3.4
Average price per share (in dollars per share) $ 96.09 $ 0 $ 109.88
Total cost of repurchases $ 500 $ 0 $ 370
v3.22.4
Capital Stock - Schedule of Dividends Declared (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Mar. 26, 2020
Feb. 13, 2020
Dec. 31, 2020
Equity [Abstract]      
Dividends declared per common share (in dollars per share)   $ 0.34 $ 0.34
Dividend paid (in dollars per share) $ 0.34    
Total Amount (in millions) $ 48    
v3.22.4
Capital Stock - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Cross-currency interest rate swaps    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Foreign currency translation gains (losses), net of tax $ 16  
Foreign currency translation gain (losses), before tax 21  
2.5% (€650 million) Senior Notes Due 2022    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Foreign currency translation gains (losses), net of tax (7) $ (15)
Foreign currency translation gain (losses), before tax $ (10) $ (22)
Debt, interest rate 2.50%  
v3.22.4
Capital Stock - Non-redeemable Non-controlling Interests (Details)
Dec. 31, 2022
Dec. 31, 2021
Trivago    
Noncontrolling Interest [Line Items]    
Ownership interest percentage 61.10% 58.30%
v3.22.4
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, 2022
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share [Abstract]      
Net income (loss) attributable to Expedia Group, Inc. $ 352 $ 12 $ (2,612)
Preferred stock dividend 0 (67) (75)
Loss on redemption of preferred stock 0 (214) 0
Net income (loss) attributable to Expedia Group, Inc. common stockholders, basic 352 (269) (2,687)
Net income (loss) attributable to Expedia Group, Inc. common stockholders, diluted $ 352 $ (269) $ (2,687)
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:      
Basic (in dollars per share) $ 2.24 $ (1.80) $ (19.00)
Diluted (in dollars per share) $ 2.17 $ (1.80) $ (19.00)
Weighted average number of shares outstanding (000's):      
Basic (in shares) 156,672 149,734 141,414
Dilutive effect of:      
Convertible Notes (in shares) 3,921 0 0
Stock-based awards (in shares) 1,153 0 0
Other dilutive securities (in shares) 5 0 0
Diluted (in shares) 161,751 149,734 141,414
v3.22.4
Earnings Per Share - Additional Information (Details) - shares
shares in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Outstanding stock awards excluded from calculation of diluted earnings per share 9 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
v3.22.4
Restructuring and Related Reorganization Charges - (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring and Related Activities [Abstract]      
Restructuring and related reorganization charges $ 0 $ 55 $ 231
v3.22.4
Other Income Expense (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Other Income and Expenses [Abstract]      
Foreign exchange rate gains (losses), net $ (40) $ (48) $ 71
Loss on minority equity investments, net (345) (29) (142)
Other 0 19 (6)
Total $ (385) $ (58) $ (77)
v3.22.4
Commitments and Contingencies - Schedule of Commitments and Obligations (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Purchase obligations  
Total $ 466
Less than 1  year 292
1 to 3 years 144
3 to 5 years 30
More than 5  years 0
Guarantees  
Total 27
Less than 1  year 27
1 to 3 years 0
3 to 5 years 0
More than 5  years 0
Letters of credit  
Total 537
Less than 1  year 361
1 to 3 years 146
3 to 5 years 30
More than 5  years 0
Letters of Credit  
Letters of credit  
Total 44
Less than 1  year 42
1 to 3 years 2
3 to 5 years 0
More than 5  years $ 0
v3.22.4
Commitments and Contingencies - Additional Information (Details)
$ in Millions, $ in Millions
3 Months Ended 12 Months Ended
Apr. 22, 2022
AUD ($)
Mar. 31, 2022
USD ($)
Dec. 31, 2022
USD ($)
lawsuit
Dec. 31, 2021
USD ($)
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  
Reserve for legal contingencies | $     $ 44 $ 50
Breach Of Australian Consumer Law | Affiliated Entity        
Loss Contingencies [Line Items]        
Trivago to pay penalty | $ $ 44.7      
Estimated probable loss | $   $ 34 $ 11  
Estimate of possible loss, additions | $   $ 23    
v3.22.4
Divestitures - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Nov. 01, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Gain (loss) on sale of business, net   $ 6 $ 456 $ (13)
Net cash received   $ 4 (60) (21)
American Express Global Business Travel        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Initial fair value $ 815      
Disposed of by Sale | American Express Global Business Travel        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Equity interest maintained 19.00%      
Disposed of by Sale | American Express Global Business Travel | Lodging Agreeement        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Supply commitment, term 10 years      
American Express Global Business Travel | Disposed of by Sale        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Gain (loss) on sale of business, net     401  
Net cash divested     88  
Certain Smaller Business Disposed | Disposed of by Sale        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Gain (loss) on sale of business, net     57 (13)
Net cash divested       $ 21
Net cash received     $ 27  
v3.22.4
Related Party Transactions - Additional Information (Details)
$ in Millions
1 Months Ended 12 Months Ended
Nov. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
aircraft
Dec. 31, 2021
USD ($)
Related Party Transaction [Line Items]      
Long-term investments and other assets   $ 1,184 $ 1,450
Two Airplanes | Expedia, Inc      
Related Party Transaction [Line Items]      
Airplane ownership interest   50.00%  
Number of aircrafts | aircraft   2  
Two Airplanes | Iac      
Related Party Transaction [Line Items]      
Airplane ownership interest   50.00%  
Number of aircrafts | aircraft   2  
Airplane Three      
Related Party Transaction [Line Items]      
Proceeds received from divestiture, percent 50.00%    
Net sale proceeds $ 19    
Aircraft      
Related Party Transaction [Line Items]      
Long-term investments and other assets   $ 46 $ 60
v3.22.4
Segment Information - Operating Segment Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting Information [Line Items]      
Revenue $ 11,667 $ 8,598 $ 5,199
Adjusted EBITDA 2,349 1,477 (368)
Depreciation (704) (715) (739)
Amortization of intangible assets (88) (99) (154)
Impairment of intangible assets (81)    
Impairment of goodwill 0 (14) (799)
Intangible and other long-term asset impairment (81) (6) (175)
Stock-based compensation (374) (418) (205)
Legal reserves, occupancy tax and other (23) (1) 13
Restructuring and related reorganization charges 0 (55) (231)
Realized (gain) loss on revenue hedges 6 17 (61)
Operating income (loss) 1,085 186 (2,719)
Other expense, net (547) (224) (432)
Income (loss) before income taxes 538 (38) (3,151)
Provision for income taxes (195) 53 423
Net income (loss) 343 15 (2,728)
Net (income) loss attributable to non-controlling interests 9 (3) 116
Net income (loss) attributable to Expedia Group, Inc. 352 12 (2,612)
Preferred stock dividend 0 (67) (75)
Loss on redemption of preferred stock 0 (214) 0
Net income (loss) attributable to Expedia Group, Inc. common stockholders, basic 352 (269) (2,687)
Corporate      
Segment Reporting Information [Line Items]      
Revenue 0 0 59
Intersegment revenue      
Segment Reporting Information [Line Items]      
Revenue (181) (106) (75)
Corporate & Eliminations      
Segment Reporting Information [Line Items]      
Revenue (181) (106) (16)
Adjusted EBITDA (487) (454) (462)
Depreciation (102) (81) (74)
Amortization of intangible assets (88) (99) (154)
Impairment of intangible assets (81)    
Impairment of goodwill   (14) (799)
Intangible and other long-term asset impairment   (6) (175)
Stock-based compensation (374) (418) (205)
Legal reserves, occupancy tax and other (23) (1) 13
Restructuring and related reorganization charges   (55) (231)
Realized (gain) loss on revenue hedges 0 0 0
Operating income (loss) (1,155) (1,128) (2,087)
Retail      
Segment Reporting Information [Line Items]      
Revenue 8,741 6,821 3,993
Impairment of intangible assets     (175)
Impairment of goodwill   0  
Retail | Intersegment revenue      
Segment Reporting Information [Line Items]      
Revenue 0 0 0
Retail | Reportable Segments      
Segment Reporting Information [Line Items]      
Revenue 8,741 6,821 3,993
Adjusted EBITDA 2,124 1,782 298
Depreciation (509) (522) (525)
Amortization of intangible assets 0 0 0
Impairment of intangible assets 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
Realized (gain) loss on revenue hedges 2 17 (58)
Operating income (loss) 1,617 1,277 (285)
B2B      
Segment Reporting Information [Line Items]      
Revenue 2,546 1,460 942
Impairment of goodwill   (14)  
B2B | Intersegment revenue      
Segment Reporting Information [Line Items]      
Revenue 0 0 0
B2B | Reportable Segments      
Segment Reporting Information [Line Items]      
Revenue 2,546 1,460 942
Adjusted EBITDA 599 110 (190)
Depreciation (85) (102) (128)
Amortization of intangible assets 0 0 0
Impairment of intangible assets 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
Realized (gain) loss on revenue hedges 4 0 (3)
Operating income (loss) 518 8 (321)
trivago      
Segment Reporting Information [Line Items]      
Revenue 380 317 205
Impairment of goodwill   0  
trivago | Intersegment revenue      
Segment Reporting Information [Line Items]      
Revenue 181 106 75
trivago | Reportable Segments      
Segment Reporting Information [Line Items]      
Revenue 561 423 280
Adjusted EBITDA 113 39 (14)
Depreciation (8) (10) (12)
Amortization of intangible assets 0 0 0
Impairment of intangible assets 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
Realized (gain) loss on revenue hedges 0 0 0
Operating income (loss) $ 105 $ 29 $ (26)
v3.22.4
Segment Information - Revenue by Services and Geographic Area (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 11,667 $ 8,598 $ 5,199
United States      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 7,939 6,569 3,511
All other countries      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 3,728 2,029 1,688
Lodging      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 8,905 6,449 4,051
Air      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 362 254 105
Advertising and media      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 777 603 405
Other      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 1,623 1,292 638
Other | Bodybuilding.com      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue     59
Sales Channel, Through Intermediary | Merchant      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 7,762 5,537 3,261
Sales Channel, Through Intermediary | Agency      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue 2,994 2,307 1,267
Sales Channel, Through Intermediary | Advertising, media and other      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Revenue $ 911 $ 754 $ 671
v3.22.4
Segment Information - Property Plant and Equipment by Geographic Area (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting, Asset Reconciling Item [Line Items]    
Property and equipment, net $ 2,210 $ 2,180
United States    
Segment Reporting, Asset Reconciling Item [Line Items]    
Property and equipment, net 2,111 2,056
All other countries    
Segment Reporting, Asset Reconciling Item [Line Items]    
Property and equipment, net $ 99 $ 124
v3.22.4
Valuation and Qualifying Accounts (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Allowance for expected credit losses      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period $ 65 $ 101 $ 41
Charges to Earnings 20 7 82
Charges to Other Accounts (3) (17) 2
Deductions (42) (26) (24)
Balance of End of Period 40 65 101
Other reserves      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period 64 58 19
Charges to Earnings (28) 7 39
Charges to Other Accounts (4) (1) 2
Deductions (3) 0 (2)
Balance of End of Period $ 29 $ 64 $ 58