Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March, 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37429 EXPEDIA GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 20-2705720 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1111 Expedia Group Way W. Seattle, WA 98119 (Address of principal executive office) (Zip Code) (206) 481-7200 (Registrant’s telephone number, including area code) __________________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, $0.0001 par value EXPE The Nasdaq Global Select Market Expedia Group, Inc. 2.500% Senior Notes due 2022 EXPE22 New York Stock Exchange The number of shares outstanding of each of the registrant’s classes of common stock as of April 23, 2021 was: Common stock, $0.0001 par value per share 141,447,156 shares Class B common stock, $0.0001 par value per share 5,523,452 shares Table of Contents Expedia Group, Inc. Form 10-Q For the Quarter Ended March 31, 2021 Contents Part I Financial Information Item 1 Consolidated Financial Statements Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020 (unaudited) 2 Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2021 and 2020 (unaudited) 3 Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020 4 Consolidated Statements of Stockholders Equity for the Three Months Ended March 31, 2021 and 2020 (unaudited) 5 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 (unaudited) 6 Notes to Consolidated Financial Statements (unaudited) 7 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3 Quantitative and Qualitative Disclosures about Market Risk 39 Item 4 Controls and Procedures 40 Part II Other Information Item 1 Legal Proceedings 41 Item 1A Risk Factors 42 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 42 Item 6 Exhibits 43 Signature 44 Table of Contents Part I. Item 1. Consolidated Financial Statements EXPEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share and per share data) (Unaudited) Three months ended March 31, 2021 2020 Revenue $ 1,246 $ 2,209 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) 311 629 Selling and marketing (1) 664 1,205 Technology and content (1) 247 315 General and administrative (1) 156 185 Depreciation and amortization 209 229 Impairment of goodwill — 765 Impairment of intangible assets — 121 Legal reserves, occupancy tax and other (1) (21) Restructuring and related reorganization changes 29 75 Operating loss (369) (1,294) Other income (expense): Interest income 2 10 Interest expense (98) (50) Loss on debt extinguishment (280) — Other, net (5) (145) Total other expense, net (381) (185) Loss before income taxes (750) (1,479) Provision for income taxes 169 82 Net loss (581) (1,397) Net loss attributable to non-controlling interests 3 96 Net loss attributable to Expedia Group, Inc. (578) (1,301) Preferred stock dividend (28) — Net loss attributable to Expedia Group, Inc. common stockholders $ (606) $ (1,301) Loss per share attributable to Expedia Group, Inc. available to common stockholders Basic $ (4.17) $ (9.24) Diluted (4.17) (9.24) Shares used in computing earnings (loss) per share (000's): Basic 145,181 140,823 Diluted 145,181 140,823 _______ (1) Includes stock-based compensation as follows: Cost of revenue $ 5 $ 3 Selling and marketing 17 12 Technology and content 27 20 General and administrative 34 20 See accompanying notes. 2 Table of Contents EXPEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In millions) (Unaudited) Three months ended March 31, 2021 2020 Net loss $ (581) $ (1,397) Currency translation adjustments, net of tax(1) (37) (90) Comprehensive loss (618) (1,487) Less: Comprehensive loss attributable to non-controlling interests (19) (102) Less: Preferred stock dividend 28 — Comprehensive loss attributable to Expedia Group, Inc. common stockholders $ (627) $ (1,385) (1) Currency translation adjustments include tax expense of $9 million and $2 million associated with net investment hedges for the three months ended March 31, 2021 and 2020. See accompanying notes. 3 Table of Contents EXPEDIA GROUP, INC. CONSOLIDATED BALANCE SHEETS (In millions, except number of shares, which are reflected in thousands, and par value) March 31, December 31, 2021 2020 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 4,291 $ 3,363 Restricted cash and cash equivalents 1,972 772 Short-term investments 23 24 Accounts receivable, net of allowance of $98 and $101 1,007 701 Income taxes receivable 392 120 Prepaid expenses and other current assets 1,151 654 Total current assets 8,836 5,634 Property and equipment, net 2,241 2,257 Operating lease right-of-use assets 498 574 Long-term investments and other assets 667 671 Deferred income taxes 782 659 Intangible assets, net 1,479 1,515 Goodwill 7,363 7,380 TOTAL ASSETS $ 21,866 $ 18,690 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable, merchant $ 727 $ 602 Accounts payable, other 565 496 Deferred merchant bookings 6,047 3,107 Deferred revenue 174 172 Income taxes payable 315 50 Accrued expenses and other current liabilities 946 979 Total current liabilities 8,774 5,406 Long-term debt 8,464 8,216 Deferred income taxes 23 67 Operating lease liabilities 439 513 Other long-term liabilities 456 462 Commitments and contingencies Series A Preferred Stock: $.001 par value, Authorized shares: 100,000; Shares issued and outstanding: 1,200 and 1,200 1,022 1,022 Stockholders’ equity: Common stock: $.0001 par value; Authorized shares: 1,600,000 — — Shares issued: 265,207 and 261,564; Shares outstanding: 141,342 and 138,074 Class B common stock: $.0001 par value; Authorized shares: 400,000 — — Shares issued: 12,800 and 12,800; Shares outstanding: 5,523 and 5,523 Additional paid-in capital 13,919 13,566 Treasury stock - Common stock and Class B, at cost; Shares 131,141 and 130,767 (10,152) (10,097) Retained earnings (deficit) (2,359) (1,781) Accumulated other comprehensive income (loss) (199) (178) Total Expedia Group, Inc. stockholders’ equity 1,209 1,510 Non-redeemable non-controlling interests 1,479 1,494 Total stockholders’ equity 2,688 3,004 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 21,866 $ 18,690 See accompanying notes. 4 Table of Contents EXPEDIA GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In millions, except share and per share data) (Unaudited) Class B Treasury stock - Common Non- Three months ended March 31, 2020 Common stock common stock and Class B Accumulated redeemable Additional Retained other non- paid-in earnings comprehensive controlling Shares Amount Shares Amount capital Shares Amount (deficit) income (loss) interest Total Balance as of December 31, 2019 256,691,777 $ — 12,799,999 $ — $ 12,978 126,892,525 $ (9,673) $ 879 $ (217) $ 1,569 $ 5,536 Net income (loss) (1,301) (96) (1,397) Other comprehensive income (loss), net of taxes (84) (6) (90) Payment of dividends to common stockholders (declared at $0.34 per share) (48) (48) Proceeds from exercise of equity instruments and employee stock purchase plans 2,078,035 — 86 86 Treasury stock activity related to vesting of equity instruments 335,468 (40) (40) Common stock repurchases 3,364,119 (370) (370) Other changes in ownership of non-controlling interests 1 4 5 Stock-based compensation expense 59 59 Balance as of March 31, 2020 258,769,812 $ — 12,799,999 $ — $ 13,124