0001324424-21-000015.txt : 20210212 0001324424-21-000015.hdr.sgml : 20210212 20210211174007 ACCESSION NUMBER: 0001324424-21-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 127 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210212 DATE AS OF CHANGE: 20210211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Expedia Group, Inc. CENTRAL INDEX KEY: 0001324424 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 202705720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37429 FILM NUMBER: 21621236 BUSINESS ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 BUSINESS PHONE: (206) 481-7200 MAIL ADDRESS: STREET 1: 1111 EXPEDIA GROUP WAY W. CITY: SEATTLE STATE: WA ZIP: 98119 FORMER COMPANY: FORMER CONFORMED NAME: Expedia, Inc. DATE OF NAME CHANGE: 20050420 10-K 1 expe-20201231.htm 10-K expe-20201231
false2020FY0001324424P1YP3YP3YP3YP1YP2YP3Yus-gaap:AccruedLiabilitiesCurrentus-gaap:AccruedLiabilitiesCurrent0.5000013244242020-01-012020-12-310001324424exch:XNGS2020-01-012020-12-310001324424exch:XNYS2020-01-012020-12-31iso4217:USD00013244242020-06-30xbrli:shares0001324424us-gaap:CommonStockMember2021-01-290001324424us-gaap:CommonClassBMember2021-01-290001324424expe:AdvertisingandMediaCustomersMember2020-01-012020-12-3100013244242019-01-012019-12-3100013244242018-01-012018-12-310001324424expe:RetailSegmentMember2018-01-012018-12-31iso4217:USDxbrli:shares0001324424us-gaap:CostOfSalesMember2020-01-012020-12-310001324424us-gaap:CostOfSalesMember2019-01-012019-12-310001324424us-gaap:CostOfSalesMember2018-01-012018-12-310001324424us-gaap:SellingAndMarketingExpenseMember2020-01-012020-12-310001324424us-gaap:SellingAndMarketingExpenseMember2019-01-012019-12-310001324424us-gaap:SellingAndMarketingExpenseMember2018-01-012018-12-310001324424expe:TechnologyAndContentExpenseMember2020-01-012020-12-310001324424expe:TechnologyAndContentExpenseMember2019-01-012019-12-310001324424expe:TechnologyAndContentExpenseMember2018-01-012018-12-310001324424us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-310001324424us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-12-310001324424us-gaap:GeneralAndAdministrativeExpenseMember2018-01-012018-12-3100013244242020-12-3100013244242019-12-310001324424us-gaap:SeriesAPreferredStockMember2020-12-310001324424us-gaap:SeriesAPreferredStockMember2019-12-310001324424us-gaap:CommonStockMember2019-12-310001324424us-gaap:CommonStockMember2020-12-310001324424us-gaap:CommonClassBMember2020-12-310001324424us-gaap:CommonClassBMember2019-12-310001324424us-gaap:CommonStockMember2017-12-310001324424us-gaap:CommonStockMemberus-gaap:CommonClassBMember2017-12-310001324424us-gaap:AdditionalPaidInCapitalMember2017-12-310001324424us-gaap:TreasuryStockMember2017-12-310001324424us-gaap:RetainedEarningsMember2017-12-310001324424us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310001324424us-gaap:NoncontrollingInterestMember2017-12-3100013244242017-12-310001324424us-gaap:RetainedEarningsMember2018-01-012018-12-310001324424us-gaap:NoncontrollingInterestMember2018-01-012018-12-310001324424us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-310001324424us-gaap:CommonStockMember2018-01-012018-12-310001324424us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-310001324424us-gaap:TreasuryStockMember2018-01-012018-12-310001324424srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2017-12-310001324424srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310001324424srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2017-12-310001324424us-gaap:CommonStockMember2018-12-310001324424us-gaap:CommonStockMemberus-gaap:CommonClassBMember2018-12-310001324424us-gaap:AdditionalPaidInCapitalMember2018-12-310001324424us-gaap:TreasuryStockMember2018-12-310001324424us-gaap:RetainedEarningsMember2018-12-310001324424us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001324424us-gaap:NoncontrollingInterestMember2018-12-3100013244242018-12-310001324424us-gaap:RetainedEarningsMember2019-01-012019-12-310001324424us-gaap:NoncontrollingInterestMember2019-01-012019-12-310001324424us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001324424us-gaap:CommonStockMember2019-01-012019-12-310001324424us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001324424us-gaap:CommonStockMemberexpe:LibertyExpediaHoldingsMember2019-01-012019-12-310001324424us-gaap:AdditionalPaidInCapitalMemberexpe:LibertyExpediaHoldingsMember2019-01-012019-12-310001324424us-gaap:TreasuryStockMemberexpe:LibertyExpediaHoldingsMember2019-01-012019-12-310001324424expe:LibertyExpediaHoldingsMember2019-01-012019-12-310001324424us-gaap:TreasuryStockMember2019-01-012019-12-310001324424srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2018-12-310001324424srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2018-12-310001324424us-gaap:CommonStockMemberus-gaap:CommonClassBMember2019-12-310001324424us-gaap:AdditionalPaidInCapitalMember2019-12-310001324424us-gaap:TreasuryStockMember2019-12-310001324424us-gaap:RetainedEarningsMember2019-12-310001324424us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001324424us-gaap:NoncontrollingInterestMember2019-12-310001324424us-gaap:RetainedEarningsMember2020-01-012020-12-310001324424us-gaap:NoncontrollingInterestMember2020-01-012020-12-310001324424us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001324424us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001324424us-gaap:CommonStockMember2020-01-012020-12-310001324424us-gaap:TreasuryStockMember2020-01-012020-12-310001324424us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-12-310001324424us-gaap:AdditionalPaidInCapitalMember2020-12-310001324424us-gaap:TreasuryStockMember2020-12-310001324424us-gaap:RetainedEarningsMember2020-12-310001324424us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001324424us-gaap:NoncontrollingInterestMember2020-12-310001324424srt:ScenarioPreviouslyReportedMember2019-01-012019-12-310001324424srt:ScenarioPreviouslyReportedMember2018-01-012018-12-310001324424expe:DeferredMerchantBookingsMember2019-12-310001324424expe:DeferredMerchantBookingsMember2020-01-012020-12-310001324424expe:DeferredMerchantBookingsMember2020-12-310001324424srt:MinimumMemberexpe:DeferredLoyaltyRewardsMember2020-01-012020-12-310001324424expe:DeferredLoyaltyRewardsMembersrt:MaximumMember2020-01-012020-12-310001324424expe:DeferredLoyaltyRewardsMember2019-12-310001324424expe:DeferredLoyaltyRewardsMember2020-01-012020-12-310001324424expe:DeferredLoyaltyRewardsMember2020-12-310001324424expe:OtherDeferredRevenueMember2019-12-310001324424expe:OtherDeferredRevenueMember2020-01-012020-12-310001324424expe:OtherDeferredRevenueMember2020-12-310001324424srt:MinimumMemberexpe:FurnitureAndOtherEquipmentMember2020-01-012020-12-310001324424srt:MinimumMemberus-gaap:ComputerEquipmentMember2020-01-012020-12-310001324424srt:MinimumMemberus-gaap:SoftwareDevelopmentMember2020-01-012020-12-310001324424srt:MaximumMemberus-gaap:SoftwareDevelopmentMember2020-01-012020-12-310001324424us-gaap:ComputerEquipmentMembersrt:MaximumMember2020-01-012020-12-310001324424srt:MaximumMemberexpe:FurnitureAndOtherEquipmentMember2020-01-012020-12-310001324424us-gaap:LandImprovementsMember2020-01-012020-12-310001324424us-gaap:BuildingMember2020-01-012020-12-310001324424srt:MinimumMember2020-01-012020-12-310001324424srt:MaximumMember2020-01-012020-12-31iso4217:EUR0001324424expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember2015-06-30xbrli:pure0001324424us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001324424us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2020-01-012020-12-310001324424us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001324424srt:MinimumMemberus-gaap:PerformanceSharesMember2020-01-012020-12-310001324424us-gaap:PerformanceSharesMembersrt:MaximumMember2020-01-012020-12-310001324424us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001324424us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2020-12-310001324424us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2020-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2020-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2020-12-310001324424us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2020-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2020-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2020-12-310001324424us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001324424us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001324424us-gaap:FairValueMeasurementsRecurringMember2020-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001324424us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeForwardMember2020-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeForwardMember2020-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeForwardMember2020-12-310001324424us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2019-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2019-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2019-12-310001324424us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2019-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2019-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2019-12-310001324424us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2019-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2019-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2019-12-310001324424us-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:EquitySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001324424us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001324424us-gaap:FairValueMeasurementsRecurringMember2019-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2019-12-310001324424us-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeForwardMember2019-12-310001324424us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeForwardMember2019-12-310001324424us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:ForeignExchangeForwardMember2019-12-310001324424expe:Despegar.comCorp.Member2020-01-012020-12-310001324424expe:Despegar.comCorp.Member2019-01-012019-12-310001324424expe:Despegar.comCorp.Member2018-01-012018-12-310001324424us-gaap:ForeignExchangeForwardMember2020-12-310001324424us-gaap:ForeignExchangeForwardMemberus-gaap:AccruedLiabilitiesMember2020-12-310001324424us-gaap:ForeignExchangeForwardMemberus-gaap:AccruedLiabilitiesMember2019-12-310001324424us-gaap:FairValueMeasurementsNonrecurringMemberexpe:RetailSegmentMember2020-01-012020-12-310001324424us-gaap:FairValueMeasurementsNonrecurringMemberexpe:TrivagoMember2020-01-012020-12-310001324424us-gaap:FairValueMeasurementsNonrecurringMemberexpe:RetailSegmentMember2020-12-310001324424expe:TrivagoMember2020-12-310001324424us-gaap:TradeNamesMemberus-gaap:FairValueMeasurementsNonrecurringMemberexpe:RetailSegmentMember2020-01-012020-12-310001324424us-gaap:FairValueMeasurementsNonrecurringMemberexpe:RetailSegmentMemberus-gaap:OtherIntangibleAssetsMember2020-01-012020-12-310001324424srt:MinimumMemberexpe:MeasurementInputProjectedRevenuesAndRoyaltyRatesMemberus-gaap:FairValueInputsLevel3Member2020-12-310001324424expe:MeasurementInputProjectedRevenuesAndRoyaltyRatesMembersrt:MaximumMemberus-gaap:FairValueInputsLevel3Member2020-12-310001324424expe:MeasurementInputProjectedRevenuesAndRoyaltyRatesMemberus-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMember2020-12-310001324424us-gaap:FairValueMeasurementsNonrecurringMember2018-12-310001324424us-gaap:FairValueMeasurementsNonrecurringMember2020-01-012020-12-310001324424us-gaap:FairValueMeasurementsNonrecurringMember2019-01-012019-12-310001324424us-gaap:FairValueMeasurementsNonrecurringMember2018-01-012018-12-310001324424us-gaap:SoftwareDevelopmentMember2020-12-310001324424us-gaap:SoftwareDevelopmentMember2019-12-310001324424us-gaap:ComputerEquipmentMember2020-12-310001324424us-gaap:ComputerEquipmentMember2019-12-310001324424expe:FurnitureAndOtherEquipmentMember2020-12-310001324424expe:FurnitureAndOtherEquipmentMember2019-12-310001324424expe:BuildingsAndLeaseholdImprovementsMember2020-12-310001324424expe:BuildingsAndLeaseholdImprovementsMember2019-12-310001324424us-gaap:LandMember2020-12-310001324424us-gaap:LandMember2019-12-310001324424us-gaap:AccountsPayableMember2020-01-012020-12-310001324424us-gaap:AccountsPayableMember2019-01-012019-12-310001324424us-gaap:AccountsPayableMember2018-01-012018-12-310001324424srt:MinimumMember2020-12-310001324424srt:MaximumMember2020-12-310001324424expe:RetailSegmentMember2020-01-012020-12-310001324424expe:RetailSegmentMember2018-12-310001324424expe:BusinessToBusinessMemberMember2018-12-310001324424expe:TrivagoMember2018-12-310001324424expe:RetailSegmentMember2019-01-012019-12-310001324424expe:BusinessToBusinessMemberMember2019-01-012019-12-310001324424expe:TrivagoMember2019-01-012019-12-310001324424expe:RetailSegmentMember2019-12-310001324424expe:BusinessToBusinessMemberMember2019-12-310001324424expe:TrivagoMember2019-12-310001324424expe:BusinessToBusinessMemberMember2020-01-012020-12-310001324424expe:TrivagoMember2020-01-012020-12-310001324424expe:RetailSegmentMember2020-12-310001324424expe:BusinessToBusinessMemberMember2020-12-310001324424us-gaap:CustomerRelationshipsMember2020-12-310001324424us-gaap:CustomerRelationshipsMember2019-12-310001324424expe:SupplierRelationshipsMember2020-12-310001324424expe:SupplierRelationshipsMember2019-12-310001324424expe:DomainNamesMember2020-12-310001324424expe:DomainNamesMember2019-12-310001324424us-gaap:OtherIntangibleAssetsMember2020-12-310001324424us-gaap:OtherIntangibleAssetsMember2019-12-310001324424expe:FivePointNineFivePercentSeniorNotesDueOnTwoZeroTwoZeroMember2020-12-310001324424expe:FivePointNineFivePercentSeniorNotesDueOnTwoZeroTwoZeroMember2019-12-310001324424expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember2019-12-310001324424expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember2020-12-310001324424expe:ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember2020-12-310001324424expe:ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember2019-12-310001324424expe:FourPointFivePercentSeniorNotesDueOnTwoZeroTwoFourMember2020-12-310001324424expe:FourPointFivePercentSeniorNotesDueOnTwoZeroTwoFourMember2019-12-310001324424expe:SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember2019-12-310001324424expe:SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember2020-12-310001324424expe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember2020-12-310001324424expe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember2019-12-310001324424expe:FivePointZeroPercentSeniorNotesDueOnTwoZeroTwoSixMember2020-12-310001324424expe:FivePointZeroPercentSeniorNotesDueOnTwoZeroTwoSixMember2019-12-310001324424expe:FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember2019-12-310001324424expe:FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember2020-12-310001324424expe:ThreePointEightPercentSeniorNotesDueOnTwoZeroTwoEightMember2019-12-310001324424expe:ThreePointEightPercentSeniorNotesDueOnTwoZeroTwoEightMember2020-12-310001324424expe:ThreePointTwentyFivePercentSeniorNotesDueTwoThousandThirtyMember2020-12-310001324424expe:ThreePointTwentyFivePercentSeniorNotesDueTwoThousandThirtyMember2019-12-310001324424expe:FivePointNineFivePercentSeniorNotesDueOnTwoZeroTwoZeroMember2020-08-140001324424expe:UnsecuredSeniorNotesMemberexpe:ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember2020-07-140001324424expe:UnsecuredSeniorNotesMemberexpe:FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember2020-07-140001324424expe:UnsecuredSeniorNotesMemberexpe:FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember2020-12-310001324424expe:UnsecuredSeniorNotesMemberexpe:ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember2020-12-310001324424expe:SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMemberexpe:UnsecuredSeniorNotesMember2020-05-050001324424expe:SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMemberexpe:UnsecuredSeniorNotesMember2020-05-052020-05-050001324424expe:UnsecuredSeniorNotesMemberexpe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember2020-05-050001324424expe:UnsecuredSeniorNotesMemberexpe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember2020-05-052020-05-050001324424expe:UnsecuredSeniorNotesMemberexpe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMembersrt:MaximumMember2020-05-052020-05-050001324424expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember2020-01-012020-12-310001324424expe:FourPointFivePercentSeniorNotesDueOnTwoZeroTwoFourMember2020-01-012020-12-310001324424expe:FivePointZeroPercentSeniorNotesDueOnTwoZeroTwoSixMember2020-01-012020-12-310001324424expe:ThreePointEightPercentSeniorNotesDueOnTwoZeroTwoEightMember2020-01-012020-12-310001324424expe:ThreePointTwentyFivePercentSeniorNotesDueTwoThousandThirtyMember2020-01-012020-12-310001324424us-gaap:SeniorNotesMember2020-12-310001324424us-gaap:SeniorNotesMember2019-12-310001324424us-gaap:SeniorNotesMemberus-gaap:DebtInstrumentRedemptionPeriodOneMember2020-01-012020-12-310001324424us-gaap:RevolvingCreditFacilityMember2019-12-310001324424us-gaap:RevolvingCreditFacilityMember2020-03-180001324424expe:AmendedCreditFacilityMaturingonMay312023Member2020-12-310001324424expe:AmendedCreditFacilityMaturingonMay312023Member2020-05-042020-05-040001324424expe:AmendedCreditFacilityMaturingonMay312023Memberus-gaap:DebtInstrumentRedemptionPeriodOneMember2020-05-040001324424srt:MinimumMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberexpe:AmendedCreditFacilityMaturingonMay312023Member2020-05-040001324424us-gaap:DebtInstrumentRedemptionPeriodTwoMemberexpe:AmendedCreditFacilityMaturingonMay312023Membersrt:MaximumMember2020-05-040001324424us-gaap:BaseRateMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberexpe:AmendedCreditFacilityMaturingonMay312023Member2020-05-042020-05-040001324424srt:MinimumMemberus-gaap:BaseRateMemberexpe:AmendedCreditFacilityMaturingonMay312023Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMember2020-05-040001324424us-gaap:BaseRateMemberexpe:AmendedCreditFacilityMaturingonMay312023Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMembersrt:MaximumMember2020-05-040001324424us-gaap:LetterOfCreditMember2020-12-310001324424us-gaap:LetterOfCreditMember2019-12-310001324424expe:ForeignCreditFacilityMember2020-12-310001324424expe:ForeignCreditFacilityMember2020-01-012020-12-310001324424us-gaap:EurodollarMemberexpe:ForeignCreditFacilityMember2020-08-052020-08-050001324424expe:ForeignCreditFacilityMemberus-gaap:DebtInstrumentRedemptionPeriodOneMember2020-08-050001324424srt:MinimumMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberexpe:ForeignCreditFacilityMember2020-08-050001324424us-gaap:DebtInstrumentRedemptionPeriodTwoMemberexpe:ForeignCreditFacilityMembersrt:MaximumMember2020-08-050001324424us-gaap:BaseRateMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberexpe:ForeignCreditFacilityMember2020-08-052020-08-050001324424srt:MinimumMemberus-gaap:BaseRateMemberexpe:ForeignCreditFacilityMemberus-gaap:DebtInstrumentRedemptionPeriodThreeMember2020-08-050001324424us-gaap:BaseRateMemberexpe:ForeignCreditFacilityMemberus-gaap:DebtInstrumentRedemptionPeriodThreeMembersrt:MaximumMember2020-08-050001324424expe:ForeignSubsidiaryOneMemberexpe:UncommittedCreditFacilityMember2020-12-310001324424us-gaap:LineOfCreditMemberexpe:ForeignCreditFacilityMember2020-08-012020-08-310001324424us-gaap:LineOfCreditMemberexpe:AmendedCreditFacilityMaturingonMay312023Member2020-08-012020-08-310001324424us-gaap:LineOfCreditMemberexpe:AmendedCreditFacilityMaturingonMay312023Member2020-12-012020-12-310001324424expe:UncommittedCreditFacilityMember2020-12-310001324424expe:UncommittedCreditFacilityMember2019-12-310001324424us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2019-01-012019-12-310001324424us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310001324424us-gaap:RestrictedStockUnitsRSUMember2017-12-310001324424us-gaap:RestrictedStockUnitsRSUMember2018-01-012018-12-310001324424us-gaap:RestrictedStockUnitsRSUMember2018-12-310001324424us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310001324424us-gaap:RestrictedStockUnitsRSUMember2019-12-310001324424us-gaap:RestrictedStockUnitsRSUMember2020-12-310001324424us-gaap:EmployeeStockOptionMember2017-12-310001324424us-gaap:EmployeeStockOptionMember2018-01-012018-12-310001324424us-gaap:EmployeeStockOptionMember2018-12-310001324424us-gaap:EmployeeStockOptionMember2019-01-012019-12-310001324424us-gaap:EmployeeStockOptionMember2019-12-310001324424us-gaap:EmployeeStockOptionMember2020-12-310001324424expe:EmployeeStockPurchasePlanMember2020-01-012020-12-310001324424expe:EmployeeStockPurchasePlanMember2020-07-310001324424expe:EmployeeStockPurchasePlanMember2020-08-010001324424expe:EmployeeStockPurchasePlanMember2019-01-012019-12-310001324424expe:EmployeeStockPurchasePlanMember2018-01-012018-12-310001324424expe:EmployeeStockPurchasePlanMember2020-12-310001324424expe:EmployeeStockPurchasePlanMember2019-12-310001324424expe:EmployeeStockPurchasePlanMember2018-12-310001324424us-gaap:DomesticCountryMember2020-12-310001324424us-gaap:StateAndLocalJurisdictionMember2020-12-310001324424us-gaap:ForeignCountryMember2020-12-310001324424us-gaap:InternalRevenueServiceIRSMember2020-01-012020-12-31expe:vote0001324424us-gaap:CommonClassBMember2020-01-012020-12-310001324424us-gaap:SeriesAPreferredStockMemberexpe:APFortHoldingsL.P.Member2020-05-052020-05-050001324424us-gaap:SeriesAPreferredStockMemberexpe:APFortHoldingsL.P.Member2020-05-050001324424us-gaap:WarrantMemberexpe:APFortHoldingsL.P.Member2020-05-052020-05-050001324424expe:APFortHoldingsL.P.Member2020-05-052020-05-050001324424us-gaap:SeriesAPreferredStockMemberexpe:SilverLakeGroupLLCMember2020-05-052020-05-050001324424us-gaap:WarrantMemberexpe:SilverLakeGroupLLCMember2020-05-052020-05-050001324424expe:SilverLakeGroupLLCMember2020-05-052020-05-0500013244242020-05-050001324424us-gaap:SeriesAPreferredStockMember2020-05-050001324424us-gaap:SeriesAPreferredStockMember2020-05-060001324424us-gaap:WarrantMember2020-05-050001324424us-gaap:SeriesAPreferredStockMember2020-05-052020-05-050001324424us-gaap:SeriesAPreferredStockMemberexpe:FifthSixthAndSeventhAnniversariesMember2020-05-052020-05-050001324424us-gaap:SeriesAPreferredStockMemberexpe:EighthAndNinthAnniversariesMember2020-05-052020-05-050001324424us-gaap:SeriesAPreferredStockMemberus-gaap:DebtInstrumentRedemptionPeriodOneMember2020-05-050001324424us-gaap:SeriesAPreferredStockMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMember2020-05-050001324424us-gaap:SeriesAPreferredStockMemberus-gaap:DebtInstrumentRedemptionPeriodThreeMember2020-05-050001324424us-gaap:SeriesAPreferredStockMember2020-01-012020-12-310001324424us-gaap:WarrantMemberexpe:SilverLakeGroupLLCMember2020-05-050001324424us-gaap:WarrantMemberexpe:APFortHoldingsL.P.Member2020-05-050001324424us-gaap:WarrantMember2020-05-052020-05-050001324424us-gaap:CommonStockMember2020-12-310001324424us-gaap:CommonStockMember2019-12-310001324424us-gaap:CommonStockMember2018-12-310001324424srt:BoardOfDirectorsChairmanMember2019-12-310001324424srt:BoardOfDirectorsChairmanMember2010-12-310001324424srt:BoardOfDirectorsChairmanMember2006-12-310001324424srt:BoardOfDirectorsChairmanMember2012-12-3100013244242015-12-3100013244242018-12-300001324424expe:DeclarationDateOneMember2020-01-012020-12-310001324424expe:DeclarationDateTwoMember2019-01-012019-12-310001324424expe:DeclarationDateThreeMember2019-01-012019-12-310001324424expe:DeclarationDateFourMember2019-01-012019-12-310001324424expe:DeclarationDateFiveMember2019-01-012019-12-310001324424expe:DeclarationDateSixMember2018-01-012018-12-310001324424expe:DeclarationDateSevenMember2018-01-012018-12-310001324424expe:DeclarationDateEightMember2018-01-012018-12-310001324424expe:DeclarationDateNineMember2018-01-012018-12-310001324424expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember2019-01-012019-12-310001324424expe:TrivagoMember2020-12-310001324424expe:TrivagoMember2019-12-310001324424expe:AAETravelPte.Ltd.Member2018-08-310001324424expe:AirAsiaMember2018-08-310001324424expe:AirAsiaMember2018-08-012018-08-310001324424us-gaap:EmployeeSeveranceMember2019-12-310001324424us-gaap:OtherRestructuringMember2019-12-310001324424us-gaap:EmployeeSeveranceMember2020-01-012020-12-310001324424us-gaap:OtherRestructuringMember2020-01-012020-12-310001324424us-gaap:EmployeeSeveranceMember2020-12-310001324424us-gaap:OtherRestructuringMember2020-12-310001324424us-gaap:StandbyLettersOfCreditMember2020-12-31expe:numberOfLawsuit0001324424expe:LitigationRelatingToOccupancyTaxMember2020-12-310001324424expe:LitigationRelatingToOccupancyTaxMember2020-01-012020-12-310001324424expe:TravelCompaniesMember2018-01-012018-12-31expe:Business0001324424expe:TravelRelatedCompaniesMember2018-12-310001324424expe:TravelokaHoldingLimitedMember2018-12-310001324424expe:TravelokaHoldingLimitedMember2017-07-270001324424us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2020-10-012020-12-310001324424us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2020-12-310001324424expe:LibertyExpediaHoldingsMember2019-07-262019-07-260001324424expe:ExchangeableDebenturesMemberexpe:ExchangeableSeniorDebenturesdue2047Memberexpe:LibertyExpediaHoldingsMember2019-07-260001324424expe:Bodybuilding.comMember2019-07-260001324424us-gaap:TradeNamesMemberexpe:Bodybuilding.comMember2019-07-260001324424expe:ExchangeableDebenturesMemberexpe:ExchangeableSeniorDebenturesdue2047Memberexpe:LibertyExpediaHoldingsMember2019-08-260001324424expe:Bodybuilding.comMember2019-01-012019-12-310001324424expe:LibertyExpediaHoldingsMember2019-07-250001324424expe:LibertyExpediaHoldingsMemberus-gaap:CommonClassBMember2019-07-2500013244242019-07-120001324424us-gaap:CommonClassBMember2019-07-120001324424us-gaap:CommonClassAMemberexpe:LibertyExpediaHoldingsLEMSILLCMember2019-07-260001324424expe:LibertyExpediaHoldingsLEMSILLCMemberus-gaap:CommonClassBMember2019-07-260001324424expe:AgreementAndPlanOfMergerMember2019-07-262019-07-260001324424us-gaap:CommonStockMember2019-07-262019-07-260001324424expe:TheMaloneGroupMember2019-04-300001324424us-gaap:CommonClassBMember2019-07-262019-07-260001324424expe:TheDillerFoundationdbaTheDillervonFurstenbergFamilyFoundationMembersrt:BoardOfDirectorsChairmanMember2020-12-310001324424us-gaap:CommonStockMember2020-01-012020-12-310001324424expe:LibertyExpediaHoldingsMember2019-07-260001324424expe:SecondAmendedAndRestatedGovernanceAgreementMemberus-gaap:CommonClassBMembersrt:BoardOfDirectorsChairmanMember2019-07-2600013244242019-07-260001324424expe:AirplaneTwoMemberexpe:ExpediaIncMember2020-01-012020-12-310001324424expe:AirplaneTwoMemberexpe:IacMember2020-01-012020-12-310001324424expe:NewAirplaneMember2019-04-012019-04-300001324424expe:NewAirplaneMember2019-01-012019-12-310001324424us-gaap:FlightEquipmentMember2020-12-310001324424us-gaap:FlightEquipmentMember2019-12-310001324424expe:BusinessToBusinessMember2020-01-012020-12-310001324424expe:Bodybuilding.comMemberexpe:CorporateAndEliminationsMember2020-01-012020-12-310001324424expe:RetailSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310001324424expe:BusinessToBusinessMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310001324424expe:TrivagoMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310001324424expe:CorporateAndEliminationsMember2020-01-012020-12-310001324424expe:RetailSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310001324424expe:BusinessToBusinessMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310001324424expe:Bodybuilding.comMemberexpe:CorporateAndEliminationsMember2019-01-012019-12-310001324424expe:TrivagoMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310001324424expe:CorporateAndEliminationsMember2019-01-012019-12-310001324424expe:BusinessToBusinessMember2018-01-012018-12-310001324424expe:TrivagoMember2018-01-012018-12-310001324424expe:Bodybuilding.comMemberexpe:CorporateAndEliminationsMember2018-01-012018-12-310001324424expe:RetailSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310001324424expe:BusinessToBusinessMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310001324424expe:TrivagoMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310001324424expe:CorporateAndEliminationsMember2018-01-012018-12-310001324424expe:MerchantCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2020-01-012020-12-310001324424expe:MerchantCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2019-01-012019-12-310001324424expe:MerchantCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2018-01-012018-12-310001324424expe:AgencyCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2020-01-012020-12-310001324424expe:AgencyCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2019-01-012019-12-310001324424expe:AgencyCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2018-01-012018-12-310001324424expe:AdvertisingMediaAndOtherCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2020-01-012020-12-310001324424expe:AdvertisingMediaAndOtherCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2019-01-012019-12-310001324424expe:AdvertisingMediaAndOtherCustomersMemberus-gaap:SalesChannelThroughIntermediaryMember2018-01-012018-12-310001324424expe:LodgingMember2020-01-012020-12-310001324424expe:LodgingMember2019-01-012019-12-310001324424expe:LodgingMember2018-01-012018-12-310001324424expe:AirMember2020-01-012020-12-310001324424expe:AirMember2019-01-012019-12-310001324424expe:AirMember2018-01-012018-12-310001324424expe:AdvertisingandMediaCustomersMember2019-01-012019-12-310001324424expe:AdvertisingandMediaCustomersMember2018-01-012018-12-310001324424expe:OtherServicesMember2020-01-012020-12-310001324424expe:OtherServicesMember2019-01-012019-12-310001324424expe:OtherServicesMember2018-01-012018-12-310001324424expe:OtherServicesMemberexpe:Bodybuilding.comMember2020-01-012020-12-310001324424expe:OtherServicesMemberexpe:Bodybuilding.comMember2019-01-012019-12-310001324424country:US2020-01-012020-12-310001324424country:US2019-01-012019-12-310001324424country:US2018-01-012018-12-310001324424expe:AllOtherCountriesMember2020-01-012020-12-310001324424expe:AllOtherCountriesMember2019-01-012019-12-310001324424expe:AllOtherCountriesMember2018-01-012018-12-310001324424country:US2020-12-310001324424country:US2019-12-310001324424expe:AllOtherCountriesMember2020-12-310001324424expe:AllOtherCountriesMember2019-12-310001324424us-gaap:AllowanceForCreditLossMember2019-12-310001324424us-gaap:AllowanceForCreditLossMember2020-01-012020-12-310001324424us-gaap:AllowanceForCreditLossMember2020-12-310001324424expe:OtherReservesMember2019-12-310001324424expe:OtherReservesMember2020-01-012020-12-310001324424expe:OtherReservesMember2020-12-310001324424us-gaap:AllowanceForCreditLossMember2018-12-310001324424us-gaap:AllowanceForCreditLossMember2019-01-012019-12-310001324424expe:OtherReservesMember2018-12-310001324424us-gaap:AllowanceForCreditLossMember2017-12-310001324424us-gaap:AllowanceForCreditLossMember2018-01-012018-12-310001324424expe:OtherReservesMember2017-12-3100013244242020-10-012020-12-3100013244242020-07-012020-09-3000013244242020-04-012020-06-3000013244242020-01-012020-03-3100013244242019-10-012019-12-3100013244242019-07-012019-09-3000013244242019-04-012019-06-3000013244242019-01-012019-03-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________ 
Form 10-K
☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
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
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1111 Expedia Group Way W
Seattle, WA 98119
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code:
(206) 481-7200
_______________________________________________ 
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
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑
As of June 30, 2020, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $11,102,938,000. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant.
Class  Outstanding Shares at January 29, 2021 were approximately,
Common stock, $0.0001 par value per share  138,341,099 shares
Class B common stock, $0.0001 par value per share  5,523,452 shares
Documents Incorporated by Reference
Document  Parts Into Which Incorporated
Portions of the definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (Proxy Statement)  Part III



Expedia Group, Inc.
Form 10-K
For the Year Ended December 31, 2020
Contents
 
Part I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Part II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Part III
Item 10
Item 11
Item 12
Item 13
Item 14
Part IV
Item 15
Item 16


Expedia Group, Inc.
Form 10-K
For the Year Ended December 31, 2020
Part I. Item 1. Business
We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in this Annual Report on Form 10-K.
Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in the section entitled “Risk Factors” as well as those discussed elsewhere in this report. COVID-19, and the volatile regional and global economic conditions stemming from it, and additional or unforeseen effects from the COVID-19 pandemic, could also give rise to or aggravate these risk factors, which in turn could materially adversely affect our business, financial condition, liquidity, results of operations (including revenues and profitability) and/or stock price. Further, COVID-19 may also affect our operating and financial results in a manner that is not presently known to us or that we currently do not consider to present significant risks to our operations. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “goal,” “intends,” “likely,” “may,” “plans,” “potential,” “predicts,” “projected,” “seeks,” “should” and “will,” or the negative of these terms or other similar expressions, among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission ("SEC") that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.
Management Overview
General Description of Our Business
Expedia Group, Inc. is an online travel company, and our mission is to power global travel for everyone, everywhere. We believe travel is a force for good. Travel is an essential human experience that strengthens connections, broadens horizons and bridges divides. We leverage our supply portfolio, platform and technology capabilities across an extensive portfolio of consumer brands, and provide solutions to our business partners, to empower travelers to efficiently research, plan, book and experience travel. We seek to grow our business through a dynamic portfolio of travel brands, including our majority-owned subsidiaries, that feature a broad multi-product supply portfolio — with over 2.9 million lodging properties available, including over 2 million online bookable alternative accommodations listings and approximately 880,000 hotels, over 500 airlines, packages, rental cars, cruises, insurance, as well as activities and experiences across 200 countries and territories. Travel suppliers distribute and market products via our desktop and mobile offerings, as well as through alternative distribution channels, our business partnerships and our call centers in order to reach our extensive global audience. In addition, our advertising and media businesses help other businesses, primarily travel providers, reach a large multi-platform audience of travelers around the globe.
COVID-19
During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery.
1
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.
Market Opportunity and Business Strategy
Expedia Group is one of the world’s largest online travel companies, yet our gross bookings represent a single-digit percentage of total worldwide travel spending highlighting the size of our market opportunity. Phocuswright estimated global travel spending, inclusive of alternative accommodations at approximately $1.9 trillion in 2020 prior to the onset of COVID-19 with an increasing share booked through online channels each year.
As we endeavor to power global travel for everyone, everywhere our focus is to: leverage our brand and supply strength, and our platform, to provide greater services and value to our travelers, suppliers and business partners, and generate sustained, profitable growth.
Leverage Brand and Supply Strength. We believe the strength of our brand portfolio and enhancements to product and service offerings, which when combined with our global scale and broad based supply, drive increasing value to customers and customer demand. With our significant global audience of travelers, and our deep and broad selection of travel products, there is a rich interplay between supply and demand in our global marketplace that helps us provide value to both travelers planning trips and supply partners wanting to grow their business through a better understanding of travel retailing and consumer demand in addition to reaching consumers in markets beyond their reach. Our multi-brand strategy and deep product and supply footprint allows us to tailor offerings to target different types of consumers and travel needs, employ geographic segmentation in markets around the world, and leverage brand differentiation, among other benefits. Additionally, we know that consumers typically visit multiple travel websites prior to booking travel, and having a multi-brand strategy increases the likelihood that those consumers will visit one or more of our websites. We also market to consumers through a variety of channels, including internet search, metasearch and social media websites, and having multiple brands appear in search results also increases the likelihood of attracting new visitors.
Our portfolio of brands, operated and organized by reportable segment are as follows:
Retail. Our Retail segment provides a full range of travel and advertising services to our worldwide customers through a number of consumer brands that target a variety of customer segments and geographic regions with tailored offerings. Our portfolio of retail brands include:
•Brand Expedia. Brand Expedia is a leading full-service online travel brand with localized websites in over 40 countries covering 27 languages offering a wide selection of travel products and services. Through an award-winning mobile app and Expedia-branded websites, travelers have access to the latest technology to manage all aspects of their trips, including airline tickets, lodging, car rentals, cruises, insurance and other travel needs, such as airport transfers, tickets to attractions and tours, from hundreds of thousands of suppliers, on both a standalone and package basis. Across the more than 20 years that Brand Expedia has been helping people travel with confidence and ease, we have learned that travelers benefit when Brand Expedia continually improves and optimizes its offering, to ensure that travelers the world over can book the trip they need, in the manner they choose, at any point and save. That commitment has propelled Brand Expedia to a leadership position within travel, and ensures that Brand Expedia can continue to help millions of travelers experience the world.
•Hotels.com. Hotels.com focuses on marketing lodging accommodations. Hotels.com, with 90 localized websites worldwide in 41 languages worldwide and market leading mobile apps on all major platforms, offers travelers a broad selection of lodging options. Hotels.com Rewards®, the loyalty program established in 2008, offers travelers the ability to earn one free night for every ten nights stayed.
•Vrbo. Vrbo (previously HomeAway), operates an online marketplace for the alternative accommodations industry. The Vrbo portfolio includes the vacation rental website Vrbo, which operates localized websites around the world, and HomeAway. In addition, Vrbo operates regional brands around the world and offers software solutions to property managers.
•Orbitz. Orbitz is where all travelers are welcome and connects travelers to the world by providing the best planning tools and travel rewards just for going. The Orbitz Reward program allows travelers to instantly earn rewards on flights, hotels and packages that can be instantly redeemed on tens of thousands of hotels worldwide.
•CheapTickets. Budget travel site CheapTickets gives customers more ways to save on their next trip with last minute deals and discounts, and event tickets to top concerts, theater, sporting events and more.
•Travelocity. Travelocity is a pioneer in the online travel industry and celebrated its 20th anniversary in 2016. Travelocity and its famous Roaming Gnome encourage travelers in the United States and Canada to “Wander Wisely™”.
2
•ebookers. ebookers is a leading online EMEA travel agent offering travelers an array of travel options across flights, accommodations, packages, car hire providers and destination activities. With ebookers, travelers have the flexibility to build their perfect trip by booking a combination of elements in the same place.
•Wotif Group. Wotif Group is a leading Australian online travel agent, comprised of the Wotif.com, lastminute.com.au and travel.com.au brands in Australia, and Wotif.co.nz and lastminute.co.nz in New Zealand. Having been in the Australian market for over two decades, Wotif is the go-to for local travel and is committed to supporting the Australian tourism industry, destination marketing organizations and tourism operators to help attract tourists to their region.
•Hotwire. Hotwire offers a travel booking service that matches flexible, value-oriented travelers with suppliers who have excess seats, rooms and cars they offer at lower rates than retail. Hotwire’s Hot Rate® Hotels, Hot Rate® Cars and Hot Rate® Flights offer travelers an extra low price as the supplier name is not revealed until after the traveler books and pays. With Hotwire’s unique model, suppliers create value from excess availability without diluting their core, brand-loyal traveler base. Hotwire partners with leading hotel companies worldwide, brand-name domestic and international airlines, and major car rental companies in the United States.
•CarRentals.com. CarRentals.com is an online car rental marketing and retail firm offering a diverse selection of car rentals direct to consumers. CarRentals.com is able to provide our customers choices across the globe and help our supply partners expand their marketing reach.
•Classic Vacations. Classic offers a full line of accommodations, from mid-tier to luxury (including suites, villas and residences), competitive pricing, first class and private transportation options and unique tours and experiences in Asia, Australia, Canada, Caribbean, Costa Rica, Dubai, Europe, Fiji, Hawaii, Mainland United States, Maldives, Mexico, New Zealand, Oman, Seychelles, Tahiti and the United Arab Emirates. Travel advisors have always relied on Classic to help create exceptional travel experiences for their clients. Travel agents and travelers can preview our product offering through our website www.classicvacations.com.
•Expedia Cruises. Expedia Cruises is North America’s leading cruise specialist, providing a full range of travel products through its network of independently owned retail travel franchises. With over 285 points of sale across North America and a team of over 5,400 professionally-trained vacation consultants, the franchise company has been recognized as a top seller with every major cruise line and is consistently ranked as a top-rated franchise organization year after year..
B2B. Our B2B segment encompasses our Expedia Business Services organization, which has two components:
•Expedia Partner Solutions. Expedia Partner Solutions is the partner-focused arm of Expedia Group. Expedia Partner Solutions partners with businesses in over 70 countries across a wide range of travel and non-travel verticals including corporate travel management, airlines, travel agents, online retailers and financial institutions, who market Expedia Group rates and availabilities to their travelers. Expedia Partner Solutions' partners can benefit from Expedia Group technology and supply in the way that best suits their business. This includes connecting to Expedia Group's travel content through Expedia Partner Solutions’ API, Rapid; adopting one of Expedia Partner Solutions’ customized white label or co-branded ecommerce template solutions Hotels.com for partners; or Expedia.com for partners; or a powerful agent booking tool, Expedia TAAP.
•Egencia. Our full-service travel management company, offers travel products and services to businesses and their corporate travelers. Egencia maintains a global presence in more than 60 countries across North America, Europe and Asia Pacific. Egencia provides, among other things, a global technology platform coupled with assistance from expert travel consultants, relevant supply targeted at business travelers, and consolidated reporting for its clients. Egencia charges its corporate clients account management fees, as well as transactional fees for booking and fees for various contacts made as part of the travel process. Egencia also offers consulting and meeting management services as well as advertising opportunities.
trivago. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. trivago is our majority-owned hotel metasearch company, based in Dusseldorf, Germany. The online platform gives travelers access to price comparisons from hundreds of booking websites for over 5.0 million hotels and other accommodations, including over 3.8 million units of alternative accommodations, in over 190 countries. Officially launched in 2005, trivago is a leading global brand in hotel search and can be accessed worldwide via 54 localized websites and apps in 32 languages. Subsequent to its initial public offering ("IPO") in December 2016, the company is listed on the Nasdaq Global Select Market and trades under the symbol "TRVG."
Leverage Our Platform. Over the last year, Expedia Group shifted to a platform operating model with more centralized technology, product, data engineering and data science teams building services and capabilities that are leveraged across our business units to serve our end customers and provide value-add services to our travel suppliers. This model enables us to
3
deliver more scalable services and operate more efficiently. All of our transaction-based businesses share and benefit from our platform infrastructure, including customer servicing and support, data centers, search capabilities and transaction processing functions, including payment processing and fraud operations.
As we continue to evolve our platform infrastructure, our focus is on developing technical capabilities that support various travel products while using common applications and frameworks. We believe this strategy will enable us to: build in parallel because of simpler, standard architecture; ship products faster; create more innovative solutions; and achieve greater scale. Over time, as we enable domains around application development frameworks, we believe we can unlock additional platform service opportunities beyond our internal brands and other business travel partners.
We provide 24-hour-a-day, seven-day-a-week traveler sales and support by our virtual agent platform, telephone or e-mail. For purposes of operational flexibility, we use a combination of outsourced and in-house contact centers. Our contact centers are located in several countries throughout the world. We invested significantly in our contact center technologies, with the goal of improving customer experience and increasing the efficiency of our contact center agents, and have plans to continue reaping the benefits of these investments going forward. In addition, we have continued to invest in our conversation platform, which leverages technology and artificial intelligence to provide online customer service options and self-service capabilities to our customers through our websites and apps.
Our systems infrastructure and web and database servers are housed in various locations, mainly in the United States, which have 24-hour monitoring and engineering support. These data centers have their own generators and multiple back-up systems. Significant amounts of our owned computer hardware for operating the websites are located at these facilities. Additionally, we are in the midst of a multi-year project to migrate products, data storage and functionality and significantly increase our utilization of public cloud computing services, such as Amazon Web Services. For some critical systems, we have both production and disaster-recovery facilities. Our technology systems are subject to certain risks, which are described below in Part I, Item 1A — Risk Factors.
Business Models
We make travel products and services available both on a stand-alone and package basis, primarily through the following business models: the merchant model, the agency model and the advertising model.
•Merchant 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. The majority of our merchant transactions relate to lodging bookings.
•Agency Model. Under the agency model, we facilitate travel bookings and act as the agent in the transaction, passing reservations booked by the traveler to the relevant travel provider. We receive commissions or ticketing fees from the travel supplier and/or traveler; and
•Advertising Model. Under the advertising model we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings across several of our transaction-based websites, as well as on our majority-owned metasearch site, trivago.
For the year ended December 31, 2020, we had total revenue of $5.2 billion, with merchant, agency and advertising accounting for 63%, 24%, and 13% of total revenue, respectively.
We continue to see closer integration of the agency hotel product with our core merchant product through our Expedia Traveler Preference (ETP) program by offering, for participating hotels, customers the choice of whether to pay Expedia Group in advance under our merchant model (Expedia Collect) or pay at the hotel at the time of the stay under the agency model (Hotel Collect).
In addition, through various of our Expedia Group-branded and other multi-product websites, travelers can dynamically assemble multiple component travel packages for a specified period at a lower price as compared to booking each component separately. Travelers typically select packages based on the total package price or by purchasing one product and receiving a discounted price to attach additional products. The use of the merchant travel components in packages and multi-product purchases enable us to make certain travel products available at prices lower than those charged on an individual component basis by travel suppliers without impacting their other pricing models. In addition, we also offer third-party pre-assembled package offerings, primarily through our international points of sale, further broadening our scope of products and services to travelers. We expect the package product to continue to be marketed primarily using the merchant model.
Marketing and Promotions
Our marketing programs are intended to build and maintain the value of our various brands, drive traffic and ultimately bookings through our various brands and businesses, optimize ongoing traveler acquisition costs and strategically position our brands in relation to one another. Our long-term success and profitability depends on our continued ability to maintain and
4
increase the overall number of traveler transactions flowing through our brand and shared global platforms in a cost-effective manner, as well as our ability to attract repeat customers and customers that come directly to our websites. We now manage our marketing investments holistically across the brand portfolio in our Retail segment to optimize results for the Company, and making decisions on a market by market and customer segment basis that we think are appropriate based on the relative growth opportunity, the expected returns and the competitive environment.
Our marketing channels primarily include online advertising, including search engine marketing and optimization as well as metasearch, social media websites, brand advertising through online and offline channels, loyalty programs, mobile apps and direct and/or personalized traveler communications on our websites as well as through direct e-mail communication with our travelers. Our marketing programs and initiatives include promotional offers such as coupons as well as seasonal or periodic special offers from our travel suppliers based on our supplier relationships. Our traveler loyalty programs include Hotels.com Rewards on Hotels.com global websites and Expedia®Rewards on over 40 Brand Expedia points of sale, as well as Orbitz Rewards on Orbitz.com. The cost of these loyalty programs is recorded as a reduction of revenue in our consolidated financial statements.
We also make use of affiliate marketing. Several of our branded websites receive bookings from consumers who have clicked-through to the respective websites through links posted on affiliate partner websites. Affiliate partners can also make travel products and services available on their own websites through a Brand Expedia, Hotels.com or Vrbo co-branded offering or a private label website. Our Expedia Partner Solutions business provides our affiliates with technology and access to a wide range of products and services. We manage agreements with thousands of third-party affiliate partners pursuant to which we pay a commission for bookings originated from their websites.
Travel Suppliers
Overview. We make travel products and services available from a variety of hotel companies, property owners and managers, large and small commercial airlines, car rental companies, cruise lines, destination service providers, and other travel partners. We seek to build and maintain long-term, strategic relationships with travel suppliers and global distribution system (“GDS”) partners. An important component of the success of our business depends on our ability to maintain our existing, as well as build new, relationships with travel suppliers and GDS partners.
We strive to deliver value to our travel supply partners through a wide range of innovative, targeted merchandising and promotional strategies designed to generate consumer demand and increase their revenue, while simultaneously reducing their overall marketing transaction and customer service costs. Our strategic account managers and local hotel market managers work directly with travel suppliers to optimize the exposure of their travel products and brands through our points of sale, including participation in need-based, seasonal and event-driven promotions and experimentation within the new channels we are building.
We developed proprietary technology to assist hotel suppliers in managing, pricing and marketing their supply. Our “direct connect” technology allows hotels to upload information about available products and services and rates directly from their central reservation systems and to automatically confirm hotel reservations made by our travelers. Proprietary marketing tools assist hotels in tailoring demand to their requirements and our revenue management product provides pricing insight based on Expedia Group data and analytics. Our suite of white label website offerings power hotel, package and meeting space booking on suppliers' own websites.
In addition, Vrbo's alternative accommodation listing services includes a set of tools for property owners or managers, which enables them to manage an availability calendar, reservations, inquiries and the content of the listing, as well as provide various other services for property owners or managers to manage reservations or drive incremental sales volume.
Distribution Partners. GDSs, also referred to as computer reservation services, provide a centralized, comprehensive repository of travel suppliers’ ‘content’ — such as availability and pricing of seats on various airline point-to-point flights, or ‘segments.’ The GDSs act as intermediaries between the travel suppliers and travel agencies, allowing agents to reserve and book flights, rooms or other travel products. Our relationships with GDSs primarily relate to our air business. We use Sabre, Amadeus and Travelport as our GDS segment providers in order to ensure the widest possible supply of content for our travelers.
Competition
Our brands compete in rapidly evolving and intensely competitive markets. We believe international markets represent especially large opportunities for Expedia Group and those of our competitors that wish to expand their brands and businesses abroad to achieve global scale. We also believe that Expedia Group is one of only a few companies that are focused on building a truly global, travel marketplace.
Our competition, which is strong and increasing, includes online and offline travel companies that target leisure and corporate travelers, including travel agencies, tour operators, travel supplier direct websites and their call centers, consolidators
5
and wholesalers of travel products and services, large online portals and search websites, certain travel metasearch websites, mobile travel applications, social media websites, as well as traditional consumer ecommerce and group buying websites. We face these competitors in local, regional, national and/or international markets. In some cases, competitors are offering more favorable terms and improved interfaces to suppliers and travelers which make competition increasingly difficult. We also face competition for customer traffic on internet search engines and metasearch websites, which impacts our customer acquisition and marketing costs.
We believe that maintaining and enhancing our brands is a critical component of our effort to compete. We differentiate our brands from our competitors primarily based on the multiple channels we use to generate demand, quality and breadth of travel products, channel features and usability, price or promotional offers, traveler service and quality of travel planning content and advice as well as offline brand efforts. The emphasis on one or more of these factors varies, depending on the brand or business and the related target demographic. Our brands face increasing competition from travel supplier direct websites. In some cases, supplier direct channels offer advantages to travelers, such as long standing loyalty programs, complimentary services such as Wi-Fi, and better pricing. Our websites feature travel products and services from numerous travel suppliers, and allow travelers to combine products and services from multiple providers in one transaction. We face competition from airlines, hotels, alternative accommodation websites, rental car companies, cruise operators and other travel service providers, whether working individually or collectively, some of which are suppliers to our websites. Our business is generally sensitive to changes in the competitive landscape, including the emergence of new competitors or business models, and supplier consolidation.
Intellectual Property Rights
Our intellectual property and appurtenant rights, including our patents, trademarks, copyright rights, domain names, trade dress, proprietary technology, and trade secrets, are important components of our business. For example, we rely heavily upon our intellectual property and proprietary information in our content, brands, domain names and website URLs, software code, proprietary technology, ratings indexes, informational databases, images, graphics and other components that support and make up our services. We have acquired some of our intellectual property rights and proprietary information through acquisitions, as well as licenses and content agreements with third parties.
We protect our intellectual property and proprietary information through registration and by relying on our terms of use, confidentiality procedures and contractual provisions, as well as international, national, state and common law rights. In addition, we enter into confidentiality and invention assignment agreements with employees and contractors, and license and confidentiality agreements with other third parties. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our trade secrets or our intellectual property and proprietary information without authorization which, if discovered, might require the uncertainty of legal action to correct. In addition, there can be no assurance that others will not independently and lawfully develop substantially similar properties.
We maintain our trademark portfolio by filing trademark applications with national trademark offices, maintaining appropriate registrations, securing contractual trademark rights when appropriate, and relying on common law trademark rights when appropriate. We also register copyrights and domain names as we deem appropriate and necessary, respectively. We protect our trademarks, copyrights and domain names with an enforcement program and use of intellectual property licenses. Trademark and intellectual property protection may not be available or may not be sought, sufficient or effective in every jurisdiction where we operate. Contractual disputes or limitations may affect the use of trademarks and domain names governed by private contract.
We have considered, and will continue to consider, the appropriateness of filing for patents to protect inventions and obtaining licenses in patents as circumstances may warrant. However, patents protect only specific inventions and there can be no assurance that others may not create new products or methods that achieve similar results without infringing upon patents owned by us. We also protect some inventions and methods by maintaining them as trade secrets, either because it provides superior and potentially longer-termed protection, or because the invention is not patentable but provides us with a competitive advantage.
In connection with our copyrightable content, we post and institute procedures under the Digital Millennium Copyright Act and similar Host Privilege statutes worldwide to gain immunity from copyright liability for photographs, text and other content uploaded by users. However, differences between statutes, limitations on immunity, and moderation efforts may affect our ability to claim immunity.
From time to time, we may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement or infringement by us of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Any such litigation, regardless of outcome or
6
merit, could result in substantial costs and diversion of management and technical resources, any of which could materially harm our business.
Regulation
We must comply with laws and regulations relating to the travel industry, the alternative accommodation industry and the provision of travel services, including registration in various states as “sellers of travel” and compliance with certain disclosure requirements and participation in state restitution funds In addition, our businesses are subject to regulation by the U.S. Department of Transportation and must comply with various rules and regulations governing the provision of air transportation, including those relating to advertising and accessibility.
In international markets, we are increasingly subject to laws and regulations applicable to travel agents or tour operators in those markets, including, in some countries, pricing display requirements, licensing and registration requirements, mandatory bonding and travel indemnity fund contributions, industry specific value-added tax regimes and laws regulating the provision of travel packages. For example, the European Economic Community Council Directive on Package Travel, Package Holidays and Package Tours imposes various obligations upon marketers of travel packages, such as disclosure obligations to consumers and liability to consumers for improper performance of the package, including supplier failure.
We are also subject to consumer protection, privacy and consumer data, labor, economic and trade sanction programs, tax, and anti-trust and competition laws and regulations around the world that are not specific to the travel industry. For example, the California Consumer Privacy Act (CCPA) came into force in January 2020, which applies enhanced data protection requirements in the State of California similar to those that have existed since 2018 under the European Union's General Data Protection Regulation (GDPR). Similar laws are currently under discussion in other jurisdictions.
Compliance with these laws, rules and regulation has not had, and is not expected to have, a material effect on our capital expenditures, results of operations and competitive position as compared to prior periods. However, certain laws and regulations have not historically been applied in the context of online travel companies, so there can be uncertainty regarding how these requirements may relate to our business in the future.
Human Capital Management
People, Company Culture and Total Rewards
At Expedia Group, our mission is to power global travel for everyone, everywhere. We believe travel is a force for good, and we are committed to making it more accessible and enjoyable for everyone. As of December 31, 2020, we have a team of 19,100 employees across more than 50 countries focused on using our extensive data and technology to create amazing travel experiences. As of December 31, 2020, more than one third of our people work in technology roles.
We aim to go above and beyond to take care of our people – giving them opportunities to grow and develop, and provide benefits that allow them to fuel their passion for travel and resources to help them take care of their well-being. While the competition for talent is fierce, particularly in the United States and Seattle, where our headquarters are located, we believe we offer something different: An opportunity to strengthen connections, broaden horizons and bridge divides through travel. We know the power of travel and understand the amazing things we can achieve by making it more accessible to everyone. And we are focused on attracting and retaining the best and brightest people to help us do that. To that end, we offer competitive compensation and differentiated benefits, including healthcare and retirement programs, wellness and travel reimbursement, an employee assistance program, an employee stock purchase program, time-off programs, volunteer days off, a transportation program, onsite medical care and travel discounts, among others.
Inclusion and Diversity
To best serve our employees, customers, partners and community, we aim to build inclusive and diverse workplaces that prioritize and value a sense of belonging, respect, voice and equal opportunity with initiatives such as:
•Employee-led Inclusion Business Groups, which are employee resource groups focused on promoting awareness related to race, ethnicity, sexual orientation, military status, disability and gender, as well as allyship for underrepresented identities;
•Learning programs addressing bias and exclusive practices within traditional recruitment, hiring and marketing processes;
•An employee onboarding program that includes a robust focus on intercultural awareness, ally skills and our Inclusion Business Groups;
7
•Employment and hiring targets for women to occupy 50% of roles at all levels by the end of 2025 and for 25% of U.S. external hires to come from racially and ethnically underrepresented groups by the end of 2021;
•The utilization of employee surveys and external benchmarking to understand and address identity-based trends in order to set clear goals, create strategies and measure progress for increased headcount, hiring, compensation, advancement and retention of underrepresented employee groups; and
•Programs with our travel partners to focus on underserved travelers and drive industry engagement related to inclusion and diversity, and participation in outreach related to these efforts in local and global communities.
COVID-19 Response
The COVID-19 pandemic has led to an unprecedented disruption to the global travel industry. As the impact of the pandemic spread globally in 2020, our employees banded together and responded quickly to widespread travel cancellations and significant spikes in customer support call volumes. At the same time, substantially all of our offices were closed to protect the health of our employees who transitioned to working from their homes. Subsequently, we have opened certain of our global offices where it is safe to do so. We continue to actively monitor regional health guidance from local governments as it pertains to potential office openings and closures. The impact of the global pandemic also resulted in further headcount reductions through the course of 2020, as well as the implementation of furloughs and reduced work week programs for select, impacted volume-based teams. We also took a number of actions to provide additional support to our employees during the pandemic, including:
•A temporary, voluntary reduced work week program for employees who are parents and caregivers or who have other personal needs;
•The expansion of our wellness reimbursement program, which provides reimbursement for certain health and wellness expenses, to allow employees to use the benefit for the purchase of home office equipment, virtual mental and emotional health services and online education;
•Recognizing the current limitations on travel and the need for greater wellness assistance, we provided employees with the flexibility to use our travel reimbursement benefit program for health and wellness expenses;
•The creation of a COVID-19 Resource Center, providing quick access to important resources for employees working from home, including mental and physical health resources, access to our employee assistance program, regular updates from our Inclusion & Diversity Team, social discussion forums and updates on office closings and re-openings; and
•The launch of our Junior Journeys and a YMCA partnership, focused on connecting employees who are caregivers to resources that provide needed support for children, including homework help, IT support and storytelling. 
Equity Ownership and Voting Control
As of December 31, 2020, there were 138,073,922 shares of Expedia Group common stock and 5,523,452 shares of Expedia Class B common stock outstanding. Expedia Group stockholders are entitled to one vote for each share of common stock and ten votes for each share of Class B common stock outstanding. As of December 31, 2020, Mr. Diller and The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family Foundation”), on whose board of directors Mr. Diller and certain of his family members serve as directors, collectively owned 100% of Expedia Group’s outstanding Class B common stock (or, assuming conversion of all shares of Class B common stock into shares of common stock, collectively owned approximately 9% of Expedia Group’s outstanding common stock), representing approximately 29% of the total voting power of all shares of Expedia Group common stock and Class B common stock outstanding. Mr. Diller and the Family Foundation acquired the 5,523,452 shares of Expedia Class B common stock they currently own (the “Original Shares”) pursuant to an exchange of the same number of shares of Expedia Group common stock with Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) in connection with Expedia Group’s acquisition of Liberty Expedia Holdings on July 26, 2019. In addition, pursuant to the Second Amended and Restated Governance Agreement between Expedia Group and Mr. Diller dated as of April 15, 2019 (the “Governance Agreement”), Mr. Diller had the right (the “Purchase/Exchange Right”), from time to time until April 26, 2020, to acquire up to 7,276,547 shares of Expedia Group Class B common stock by (1) exchange with Expedia Group (or its wholly owned subsidiary) for an equivalent number of shares of Expedia Group common stock or (2) purchase from Expedia Group (or its wholly owned subsidiary) at a price per share equal to the average closing price of Expedia Group common stock for the five trading days immediately preceding notice of exercise .
On April 10, 2020, the Company and Mr. Diller entered into Amendment No. 1 (the “Amendment”) to the Governance Agreement. The Amendment was entered into pursuant to the stipulation and order entered by the Delaware Court of Chancery on March 30, 2020 (the “Order”), and was approved by the Special Litigation Committee of the Board of Directors of the Company formed to, among other things, investigate and evaluate the claims raised against certain current and former members of the Board of Directors and officers of the Company in the consolidated action captioned In re Expedia Group Stockholders
8
Litigation, Consolidated Case No. 2019-0494-JTL (the “Delaware Litigation”). Pursuant to the Order, Mr. Diller was not permitted to exercise the Purchase/Exchange Right prior to the Special Litigation Committee notifying Mr. Diller that it had completed its investigation of the claims raised in the Delaware Litigation (the “Completion Date”). The Amendment extended the deadline by which Mr. Diller may have exercised the Purchase/Exchange Right to December 7, 2020 (the close of business on the forty-fifth day following the Completion Date). The Purchase/Exchange Right expired unexercised on December 7, 2020.
As a result of Mr. Diller’s ownership interests and voting power, and the governance arrangements between Mr. Diller and Expedia Group, Mr. Diller is in a position to influence, and potentially control, significant corporate actions, including corporate transactions such as mergers, business combinations or dispositions of assets.
Additional Information
Company Website and Public Filings. We maintain a corporate website at www.expediagroup.com. Except as explicitly noted, the information on our website, as well as the websites of our various brands and businesses, is not incorporated by reference in this Annual Report on Form 10-K, or in any other filings with, or in any information furnished or submitted to, the SEC. We make available, free of charge through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Sections 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after they have been electronically filed with, or furnished to, the SEC. In addition, the SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The content on the SEC's website referred to above in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.
Code of Ethics. We have adopted a Code of Business Conduct and Ethics for Directors and Senior Financial Officers (the “Code of Ethics”) that applies to our Chief Executive officer, Chief Financial Officer, Chief Accounting Officer and Controller, and is a “code of ethics” as defined by applicable rules of the SEC. The Code of Ethics is posted on our corporate website at www.expediagroup.com/Investors under the “Corporate Governance” tab. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer and Controller, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K filed with the SEC.

Part I. Item 1A. Risk Factors         
You should carefully consider each of the following risks and uncertainties associated with our company and the ownership of our securities. If any of the following risks occur, our business and/or financial performance could be materially adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business and/or financial performance.
COVID-19 Pandemic and Travel Industry Risks
The COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on the travel industry and our business, financial performance and liquidity position.
The COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. In response to the pandemic, the governments of many countries, states, cities and other geographic regions have implemented containment measures, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes. Governments may continue implementing containment measures in response to new variants of the virus. Individuals’ ability to travel has been curtailed through border closures, mandated travel restrictions and limited operations of hotels and airlines, and may be further limited through additional voluntary or mandated closures of travel-related businesses. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccine against new variants of the virus may contribute to delays in economic recovery, particularly for the travel industry.
The measures implemented to contain the COVID-19 pandemic initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. Moreover, we have modified our cancellation policies in light of the COVID-19 pandemic. For example, except as otherwise required by relevant law, on near-term hotel bookings with non-refundable rates impacted by COVID-19, we have been providing refunds where hotels agree to make the booking refundable; otherwise, we have offered customers credit toward a future booking. We continue to adapt our cancellation policies as the situation evolves. The significant increase in refunds that we experienced in 2020 and may continue to experience has led to materially negative cash flow, which has and will continue to negatively impact our cash balance and overall liquidity position until travel demand begins to recover from current levels. We also may be negatively impacted by the
9
loss of opportunity to cross-sell or market products and services to customers who originally booked air travel with us, but who will ultimately redeem air travel credits received during the COVID-19 pandemic directly from the airlines. Moreover, any additional measures or changes in laws or regulations, whether in the United States or other countries, that further impair the ability or desire of individuals to travel, including laws or regulations banning travel, requiring the closure of hotels or other travel-related businesses (such as restaurants) or otherwise restricting travel due to the risk of the spreading of COVID-19, may exacerbate the negative impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows and liquidity position. We may also face inquiries and investigations from government regulators who claim that we should have refunded travelers or taken actions to otherwise provide redress to travelers who could not travel due to COVID-19 restrictions.
The pandemic has impeded global economic activity for an extended period and could continue to do so, even as restrictions are lifted, leading to a continuation of the already significant decrease in per capita income and disposable income, increased and sustained unemployment or a decline in consumer confidence, all of which could significantly reduce discretionary spending by individuals and businesses on travel. In turn, that could have a negative impact on demand for our services and could lead our partners, or us, to reduce prices or offer incentives to attract travelers. We also cannot predict the long-term effects of the COVID-19 pandemic on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry. In particular, we may need to adjust to a travel industry with fewer and different suppliers as well as structural changes to certain types of travel. For example, there is uncertainty over whether and how corporate travel will rebound given the increase in remote working and use of video conference technology in addition to safety concerns related to business travelers’ health.
While we have undertaken certain actions to attempt to mitigate the effects of COVID-19 on our business, our cost-savings activities may lead to disruptions in our business, inability to enhance or preserve our brand awareness, reduced employee morale and productivity, increased attrition, and problems retaining existing and recruiting future employees, all of which could have a material adverse impact on our business, financial condition, results of operations and cash flows.
For the reasons set forth above and other reasons that may come to light as the COVID-19 pandemic and containment measures evolve over time, it is difficult to estimate with accuracy the impact to our future revenues, results of operations, cash flows, liquidity or financial condition, but such impacts have been and will continue to be significant and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity position for the foreseeable future.
We operate in an increasingly competitive global environment.
The market for the services we offer is increasingly and intensely competitive. We compete with both established and emerging online and traditional providers of travel-related services, including online travel agencies; alternative accommodation providers, wholesalers and tour operators; travel product suppliers (including hotels, airlines and car rental companies); search engines and large online portal websites; travel metasearch services; corporate travel management service providers; mobile platform travel applications; social media websites; eCommerce and group buying websites; and other participants in the travel industry.
Online travel agencies and alternative accommodations providers. In particular, we face increasing competition from other OTAs and alternative accommodations in many regions, such as Booking Holdings and its subsidiaries Booking.com and Agoda.com; Trip.com, which in some cases may have more favorable offerings for travelers or suppliers, including pricing and supply breadth; and Airbnb. Our OTA competitors are increasingly expanding the range of travel services they offer and the global OTA segment continues to consolidate, with certain competitors merging or forming strategic partnerships. Airbnb, Booking Holdings and other providers of alternative accommodations provide an alternative to hotel rooms and compete with alternative accommodation properties available through Expedia Group brands, including Vrbo. The continued growth of alternative accommodation providers could affect overall travel patterns generally and the demand for our services specifically in facilitating reservations at hotels and alternative accommodations. Furthermore, Airbnb and similar providers could increasingly look to add other travel services, such as tours, activities, hotel and flight bookings, any of which could further extend their reach into the travel market as they seek to compete with the traditional OTAs.
Travel suppliers. Travel suppliers, such as hotels, airlines and rental car companies, may offer products and services on more favorable terms to consumers who transact directly with them. Many of these competitors have been steadily focusing on increasing online demand on their own websites and mobile applications in lieu of third-party distributors through favorable rates and bonus or loyal points for direct booking, surcharges for booking outside of the supplier’s own website, suppliers combining to establish a single search platform and other tactics to drive traffic directly to supplier websites.
Search engines and large online portal websites. We also face increasing competition from Google and other search engines. There could be a material adverse impact on our business and financial performance to the extent that Google uses its market position to disintermediate online travel agencies through its own offerings or capabilities, refer customers directly to suppliers or other favored partners, increase the cost of traffic directed to our websites, offer the ability to transact on their own website, or promote their own competing products by placing their own offerings at the top of organic search results.
10
In recent years search engines have increased their focus on acquiring or launching travel products that provide increasingly comprehensive travel planning content and direct booking capabilities, comparable to OTAs. For example, Google has continued to add features and functionality to its travel metasearch products (“Google Travel”, “Google Flights”, and “Hotel Ads”), which are growing rapidly, and has integrated reservation functionality into the Hotel Ads product. In addition, Google may be able to leverage the data they collect on users to the detriment of us and other OTAs. Search engines also may continue to expand their voice and artificial intelligence capabilities. To the extent these actions have a negative effect on our search traffic or the cost of acquiring such traffic, our business and financial performance could be adversely affected.
In addition, our brands, or brands in which we hold a significant ownership position, including trivago, compete for advertising revenue with these search engines, as well as with large internet portal sites that offer advertising opportunities for travel-related companies. Competition could result in higher traffic acquisition costs, reduced margins on our advertising services, loss of market share, reduced customer traffic to our websites and reduced advertising by travel companies on our websites.
Travel metasearch websites. Travel metasearch websites, including Kayak.com (a subsidiary of Booking Holdings), trivago (a majority-owned subsidiary of Expedia Group), TripAdvisor, Skyscanner and Qunar (both are subsidiaries of Trip.com), aggregate travel search results for a specific itinerary across supplier, travel agent and other websites. In addition, some metasearch websites have added or intend to add various forms of direct or assisted booking functionality to their sites in direct competition with certain of our brands. To the extent metasearch websites limit our participation within their search results, or consumers utilize a metasearch website for travel services and bookings instead of ours, our traffic-generating arrangements could be affected in a negative manner, or we may be required to increase our marketing costs to maintain market share, either of which could have an adverse effect on our business and results of operations. In addition, as a result of our majority ownership interest in trivago, we also now compete more directly with other metasearch engines and content aggregators for advertising revenue. To the extent that trivago’s ability to aggregate travel search results for a specific itinerary across supplier, travel agent and other websites is hampered, whether due to its affiliation with us or otherwise, or if OTA advertisers or suppliers choose to limit their participation in trivago’s metasearch marketplace, trivago’s business and therefore our results of operations could be adversely affected and the value of our investment in trivago could be negatively impacted.
Corporate travel management service providers. Egencia, our full-service corporate travel management company, competes with online and traditional corporate travel providers, including Carlson Wagonlit and American Express Global Business Travel (GBT), as well as vendors of corporate travel and expense management software and services, including Concur. Some of these competitors may have more financial resources, greater name recognition, well-established client bases, differentiated business models or a broader global presence, which may make it difficult for us to retain or attract new corporate travel clients.
Mobile and other platform travel applications. The demand for and functionality of smartphones, tablet computers and home assistants continue to grow and improve significantly. If we are unable to offer innovative, user-friendly, feature-rich mobile applications and mobile-responsive websites for our travel services, along with effective marketing and advertising, or if our mobile applications and mobile-responsive websites are not used by consumers, we could lose market share to existing competitors or new entrants and our future growth and results of operations could be adversely affected.
Applications and social media websites. Applications and social media websites, including Facebook, continue to develop search functionality for data included within their websites and mobile applications, which may in the future develop into an alternative research and booking resource for travelers, resulting in additional competition.
eCommerce and group buying websites. Traditional consumer eCommerce platforms, including Amazon and Alibaba, and group buying websites have periodically undertaken efforts to expand their local offerings into the travel market. For example, traditional consumer eCommerce and group buying websites may add hotel offers or other travel services to their sites. To the extent our travelers use these websites, these websites may create additional competition and could negatively affect our businesses.
Other participants in the travel industry. Other participants or existing competitors may begin to offer or expand other services to the travel industry that compete with the services we offer to our travelers, our travel industry affiliates and partners, or our corporate clients. For example, ride-sharing apps increasingly compete with traditional car rental services and travel services continue to proliferate. To the extent any of these services gain market share over time, it may create additional competition and could negatively affect our businesses.
We cannot assure you that we will be able to compete successfully against any current, emerging and future competitors or on platforms that may emerge, or provide differentiated products and services to our traveler base. Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing technologies, such as metasearch and other search engine technologies, may force us to make changes to our business models, which could affect our financial performance and liquidity.
11
In general, increased competition has resulted in and may continue to result in reduced margins, as well as loss of travelers, transactions and brand recognition.
Declines or disruptions in the travel industry could adversely affect our business and financial performance.
In addition to the impact of the COVID-19 pandemic and other potential pandemic or health-related events, our business and financial performance are affected by the overall health of the worldwide travel industry. Factors that could negatively affect the travel industry in general and our business in particular, potentially materially, include: political instability, geopolitical conflicts, trade disputes, significant fluctuations in currency values, sovereign debt issues, macroeconomic concerns, bans on travel to and from certain countries, significant changes in oil prices, continued air carrier and hotel chain consolidation, reduced access to discount fares, travel strikes or labor unrest, bankruptcies or liquidations, increased incidents of actual or threatened terrorism, uncertainties and effects of Brexit, natural disasters, travel-related accidents or grounding of aircraft due to safety concerns, changes in regulations, policies or conditions related to sustainability and climate change, and changes to visa and immigration requirements or border control policies. Our business is also sensitive to fluctuations in hotel supply, occupancy and Average Daily Rates (“ADRs”), changes in airline capacity and airline ticket prices and the imposition of taxes or surcharges by regulatory authorities, all of which we have experienced historically.
Because these events or concerns, and the full impact of their effects, are largely unpredictable, they can dramatically and suddenly affect travel behavior by consumers and decrease demand. Decrease in demand, depending on its scope and duration, together with any future issues affecting travel safety, could significantly and adversely affect our business, working capital and financial performance over the short and long-term. In addition, the disruption of the existing travel plans of a significant number of travelers upon the occurrence of certain events, such as severe weather conditions, actual or threatened terrorist activity, war or travel-related health events, could result in significant additional costs and decrease our revenues leading to constrained liquidity if we, as we have done historically in the case of severe weather conditions and travel-related health events, provide relief to affected travelers by refunding the price or fees associated with airline tickets, hotel reservations and other travel products and services.
Our business depends on our relationships with travel suppliers and travel distribution partners.
An important component of our business success depends on our ability to maintain and expand relationships with travel suppliers (including owners and managers of alternative accommodation properties) and GDS partners. A substantial portion of our revenue is derived from compensation negotiated with travel suppliers, in particular lodging suppliers, airlines and GDS partners for bookings made through our channels. Each year we typically negotiate or renegotiate numerous supplier contracts.
No assurances can be given that travel suppliers will elect to participate in our platform, or that our compensation, access to inventory or access to inventory at competitive rates will not be further reduced or eliminated in the future, or that travel suppliers will not reduce the cost of their products or services (for example, ADRs or ticket prices); attempt to implement costly direct connections; charge us for or otherwise restrict access to content; increase credit card fees or fees for other services; fail to provide us with accurate booking information or otherwise take actions that would increase our operating expenses. Any of these actions, or other similar actions, could reduce our revenue and margins thereby adversely affecting our business and financial performance.
Financial Risks
We may experience constraints in our liquidity and may, whether due to the COVID-19 pandemic or other factors out of our control, be unable to access capital when necessary or desirable, either of which could harm our financial position.
Although our cash flows from operations and available capital, including the proceeds from financing transactions, have been sufficient to meet obligations and commitments to date, we cannot predict how the COVID-19 pandemic and resulting economic impacts could affect our liquidity in the future. Our substantial indebtedness, particularly following the transactions completed in response to the impacts of COVID-19, the availability of assets as collateral for loans or other indebtedness, and market conditions may make it difficult for us to raise additional capital on commercially reasonable terms to meet potential future liquidity needs. If our liquidity is materially diminished, we may not be able to timely pay debts or leases or comply with material provisions of our contractual obligations.
In addition to the impact of the COVID-19 pandemic and other potential pandemic or health-related events, we have experienced, and may experience in the future, declines in seasonal liquidity and capital provided by our merchant hotel business, which has historically provided a meaningful portion of our operating cash flow and is dependent on several factors, including the rate of growth of our merchant hotel business and the relative growth of businesses which consume rather than generate working capital, such as our agency hotel, advertising and managed corporate travel businesses and payment terms with suppliers. If, as was the case in 2020, our merchant hotel business declined further, it would likely result in further pressure on our working capital cash balances, cash flow over time and liquidity.
12
Our ability to raise financing depends in significant measure on characteristics of the capital and credit markets and liquidity factors over which we exert no control. In light of uncertainty in the capital and credit markets and constraints on our liquidity, we cannot guarantee that sufficient financing will be available on desirable, or any terms, to fund investments, acquisitions, stock repurchases, dividends, debt refinancing or other actions or that our counterparties in any such financings would honor their contractual commitments. In addition, any downgrade of our debt ratings by Standard & Poor’s, Moody’s Investor Service, Fitch or similar ratings agencies, deterioration of our financial condition, increase in general interest rate levels and credit spreads or overall weakening in the credit markets could increase our cost of capital (including, with respect to ratings downgrades, the interest rate applicable to certain of our outstanding senior notes).
We have significant indebtedness, which could adversely affect our business and financial condition.
As of December 31, 2020, we have outstanding long-term indebtedness, excluding current maturities, with a face value of $8.3 billion and we have revolving credit facilities with outstanding commitments totaling $2.0 billion, which is essentially untapped. Risks relating to our indebtedness include:
•Increasing our vulnerability to general adverse economic and industry conditions;
•Requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
•Making it difficult for us to optimally capitalize and manage the cash flow for our businesses;
•Limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;
•Placing us at a competitive disadvantage compared to our competitors that have less debt; and
•Limiting our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable.
The agreements governing our indebtedness contain various covenants that may limit our ability to effectively operate our businesses, including those that restrict our ability to, among other things:
•Borrow money, and guarantee or provide other support for indebtedness of third parties including guarantees;
•Pay dividends on, redeem or repurchase our capital stock;
•Enter into certain asset sale transactions, including partial or full spin-off transactions;
•Enter into secured financing arrangements;
•Acquire businesses of, or make investments in, third parties;
•Move assets among our subsidiaries or restructure our group;
•Enter into sale and leaseback transactions; and
•Enter into unrelated businesses.
In addition, our revolving credit facilities require that we meet certain financial tests, including a minimum liquidity test, and starting at the end of 2021, a leverage ratio test.
Any failure to comply with the restrictions of our credit facility or any agreement governing our other indebtedness (including the indentures governing our outstanding senior notes) may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds and our secured lenders may be able to foreclose against the assets constituting collateral for our secured debt. In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business or otherwise. The terms of our revolving credit facilities and the indentures governing our outstanding senior notes allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the risks described above could intensify. In addition, the interest rate payable on our $1.2 billion of 9.5% Series A Preferred Stock could increase by 100 to 300 basis points if, as a result of additional borrowings, our leverage ratio under the credit agreement exceeds 5 to 1.
Operational Risks
Our business could be negatively affected by changes in search engine algorithms and dynamics or other traffic-generating arrangements.
13
We rely heavily on internet search engines, such as Google, through the purchase of travel-related keywords and through organic search, to generate a significant portion of the traffic to our websites and the websites of our affiliates. Search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the placement or cost of links to our websites and those of our affiliates can be negatively affected. In addition, a significant amount of traffic is directed to our websites and those of our affiliates through participation in pay-per-click and display advertising campaigns on search engines, including Google, and travel metasearch websites, including Kayak, TripAdvisor and trivago. Pricing and operating dynamics for these traffic sources can change rapidly, both technically and competitively. Moreover, a search or metasearch engine could, for competitive or other purposes, alter its search algorithms or display of results which could cause a website to place lower in search query results or inhibit participation in the search query results. In particular, Google has in the past, and may continue to in the future, change its algorithms or results in a manner that has negatively affected the search engine ranking, paid and unpaid, of our websites and the websites of our affiliates and those of our third-party distribution partners, which has adversely impacted our business and financial performance. Google has also increasingly added its own travel search functionality and content at the expense of traditional paid listings and organic search results, which may continue to reduce the amount of traffic to our websites or those of our affiliates. If Google or other search or metasearch companies continue to pursue these or similar strategies, which is out of our control, or we do not successfully manage our paid and unpaid search strategies, we could face a significant decrease in traffic to our websites and/or increased costs related to replacing unpaid traffic with paid traffic.
We rely on the value of our brands, and the costs of maintaining and enhancing our brand awareness are increasing.
We invest considerable financial and human resources in our brands in order to retain and expand our customer base in existing and emerging markets. We expect that the cost of maintaining and enhancing our brands will continue to increase and given the economic uncertainty and unpredictability around when the travel industry will recover, decisions we make on investing in brands could be less effective and costlier than expected.
In recent years, certain online travel companies and metasearch websites expanded their offline and digital advertising campaigns globally, increasing competition for share of voice, and we expect this activity to continue in the future. We are also pursuing and expect to continue to pursue long-term growth opportunities, particularly in emerging markets, which have had and may continue to have a negative impact on our overall marketing efficiency.
Our efforts to preserve and enhance consumer awareness of our brands may not be successful, and, even if we are successful in our branding efforts, such efforts may not be cost-effective, or as efficient as they have been historically, resulting in less direct traffic and increased customer acquisition costs. Moreover, branding efforts with respect to some brands within the Expedia Group portfolio have in the past and may in the future result in marketing inefficiencies and negatively impact growth rates of other brands within our portfolio. In addition, our decisions over allocation of resources and choosing to invest in branding efforts for certain brands in our portfolio at the expense of not investing in, or reducing our investments in, other brands in our portfolio could have an overall negative financial impact. If we are unable to maintain or enhance consumer awareness of our brands and generate demand in a cost-effective manner, it would have a material adverse effect on our business and financial performance.
We are subject to payments-related risks.
Payments Regulations. The processing and acceptance of a variety of payment methods is subject to various laws, rules, regulations, legal interpretations, and regulatory guidance, including those governing cross-border and domestic money transmission and funds transfers; foreign exchange; payment services; and consumer protection. If we were found to be in violation of applicable laws or regulations, we could be subject to additional requirements and civil and criminal penalties, or forced to cease providing certain services.
Moreover, for existing and future payment options we offer to both our customers and suppliers, we are and may increasingly be subject to additional regulations and compliance requirements including obligations to implement enhanced authentication processes, such as the EEA’s Revised Payment Services Directive (“PSD2”), which began being enforced on January 1, 2021. PSD2 imposes new standards for payment security and strong customer authentication that may make it more difficult and time consuming to carry out a payment transaction which could result in significant costs to us and our suppliers and reduce the ease of use of our payments options.
Third Party Payment Service Providers. We have agreements with companies that process customer credit and debit card transactions, the volume of which are very large and continue to grow, for the facilitation of customer bookings of travel services from our travel suppliers. These agreements allow these payment processors, under certain conditions, to hold an amount of our cash (referred to as a “holdback”) or require us to otherwise post security equal to a portion of bookings that have been processed by that company. These payment processors may be entitled to a holdback or suspension of processing services upon the occurrence of specified events, including material adverse changes in our financial condition. An imposition of a holdback or suspension of payment processing services by one or more of our payment processors could materially reduce
14
our liquidity. Further, the software and services provided by payment processors may fail to meet our expectations, contain errors or vulnerabilities, be compromised, or experience outages. Any of these risks could cause us to lose our ability to process payments, and our business and operating results could be adversely affected.
Payment Card Networks. The payment card networks such as Visa, MasterCard and American Express, may increase in the future, the interchange fees and assessments that they charge for each transaction that accesses their networks, and may impose special fees or assessments on any such transaction. Our payment processors have the right to pass any increases in interchange fees and assessments on to us, which could increase our costs and thereby adversely affect our financial performance.
In addition, the payment card networks, have adopted rules and regulations that apply to all merchants who process and accept payment cards and include payment card association operating rules, the Payment Card Industry Data Security Standards, or the PCI DSS. Moreover, the payment card networks could adopt new operating rules or interpret or reinterpret existing rules that we or our payment processors might find difficult or even impossible to comply with, or costly to implement. If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may lose our ability to accept credit and debit card payments from our customers, or facilitate other types of online payments, and be liable for card issuing banks’ costs, subject to fines and higher transaction fees, and our business and operating results could be adversely affected.
We are subject to payments-related fraud risks.
Our results of operations and financial positions have been negatively affected by our acceptance of fraudulent bookings made using credit and debit cards or fraudulently obtained loyalty points. We are sometimes held liable for accepting fraudulent bookings on our websites or other bookings for which payment is subsequently disputed by our customers both of which lead to the reversal of payments received by us for such bookings (referred to as a “charge back”). In addition, the payment card networks have rules around acceptable charge back ratios. Accordingly, we calculate and record an allowance for the resulting credit and debit card charge backs. Our ability to detect and combat fraudulent schemes, which have become increasingly common and sophisticated, may be negatively impacted by the adoption of new payment methods, the emergence and innovation of new technology platforms, including smartphones, tablet computers and in-home assistants, and our global expansion, including into markets with a history of elevated fraudulent activity. If we are unable to effectively combat fraudulent bookings on our websites or mobile applications or if we otherwise experience increased levels of charge backs, we may be subject to fines and higher transaction fees or be unable to continue to accept card payments because payment card networks have revoked our access to their networks, and our results of operations and financial positions could be materially adversely affected.
In addition, when onboarding suppliers to our websites, we may fail to identify falsified or stolen supplier credentials, which may result in fraudulent bookings or unauthorized access to personal or confidential information of users of our websites and mobile applications. A fraudulent supplier scheme could also result in negative publicity, damage to our reputation, and could cause users of our websites and mobile applications to lose confidence in the quality of our services. Any of these events would have a negative effect on the value of our brands, which could have an adverse impact on our financial performance.
We work closely with various business partners and rely on third-parties for many systems and services, and therefore could be harmed by their activities.
We have numerous significant commercial arrangements with business partners and we rely on third-party service providers for a broad ranges of key services, including both external, customer-facing services such as customer support and booking fulfillment and internal services related to our operations, technology development and infrastructure. If these partners or service providers fail to meet our requirements or legal or regulatory requirements, it could damage our reputation, make it difficult for us to operate some aspects of our business, or expose us to liability for their actions. Likewise, if one of our third-party service providers were to cease operations, face financial distress or other business disruption, we could suffer increased costs and disruption to our own business operations until an equivalent alternative could be sourced or developed, any of which could also have an adverse impact on our business and financial performance. Additionally, due to the COVID-19 pandemic, most of our employees are working remotely, which may strain the ability of certain technology vendors to support the increased demand for services, such as remote connectivity.
Our international operations involve additional risks and our exposure to these risks will increase as our business expands globally.
We operate in a number of jurisdictions outside of the United States and intend to continue to expand our international presence. Laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses or our failure to adapt our practices, systems, processes and business models effectively to the traveler and supplier preferences (as well as the regulatory and tax landscapes) of each country into which we expand, could slow our growth or prevent our
15
ability to compete effectively in certain markets. For example, to compete in certain international markets we have in the past, and may in the future, adopt locally-preferred payment methods, which has increased our costs and instances of fraud. Certain international markets in which we operate have lower margins than more mature markets, which could have a negative impact on our overall margins as our revenues from these markets grow over time. Additionally, some countries have enacted or are considering enacting data localization laws that make competition by foreign companies costly or operationally difficult in those markets.
In addition to the risks outlined elsewhere in this section, our international operations are also subject to a number of other risks, including:
•Exposure to local economic or political instability and threatened or actual acts of terrorism;
•Compliance with U.S. and non-U.S. regulatory laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content and privacy, consumer protection, employment and labor laws, health and safety, information reporting and advertising and promotions;
•Weaker enforcement of our contractual and intellectual property rights;
•Lower levels of credit card usage and increased payment and fraud risk;
•Longer payment cycles, and difficulties in collecting accounts receivable;
•Preferences by local populations for local providers;
•Restrictions on, or adverse tax and other consequences related to the repatriation of cash, the withdrawal of non-U.S. investments, cash balances and earnings, as well as restrictions on our ability to invest in our operations in certain countries;
•Changes to trade policy or agreements that limit our ability to offer, or adversely affect demand for, our products and services;
•Our ability to support technologies or marketing channels that may be prevalent in a particular international market and used by local competitors, but are not scalable for an international company offering services in many markets around the world; and
•Uncertainty regarding liability for services and content, including uncertainty as a result of local laws and lack of precedent.

Acquisitions, investments, divestitures or significant commercial arrangements could result in operating and financial difficulties.

We have acquired, invested in, divested or entered into significant commercial arrangements with a number of businesses in the past, and our future growth may depend, in part, on such transactions, any of which could be material to our financial condition and results of operations. Certain financial and operational risks related to such transactions that may have a material impact on our business are:
•
Diversion of management’s attention or other resources from our existing businesses;
•
Use of cash resources and incurrence of debt and contingent liabilities in funding and after consummating acquisitions, including with regard to future payment obligations in connection with put/call rights, may limit other potential uses of our cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;
•
Amortization expenses related to acquired intangible assets and other adverse accounting consequences, including changes in fair value of contingent consideration;
•
Expected and unexpected costs incurred in pursuing acquisitions, if unsuccessful could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition;
•
Impairment of relationships with employees, suppliers, customers, vendors and affiliates of our business and the acquired business;
•
The assumption of known and unknown debt and other liabilities and obligations of the acquired company;
16
•
Difficulties and expenses in assimilating the operations, products, technology, privacy protection systems, information systems or personnel of the acquired company;
•
Failure of the acquired company to achieve anticipated integration synergies, traffic, transactions, revenues, earnings or cash flows or to retain key management or employees;
•
Failure to generate adequate returns on our acquisitions and investments, or returns in excess of alternative uses of capital;
•
Entrance into markets in which we have no direct prior experience resulting in increased complexity in our business;
•
Challenges relating to the structure of an investment, such as governance, accountability and decision-making conflicts that may arise in the context of a joint venture or other majority ownership investments;
•
Costs associated with remediating fraud, information security, or other similar incidents at an acquired company;
•
Impairment of goodwill or other intangible assets such as trademarks or other intellectual property arising from our acquisitions;
•
Costs associated with litigation or other claims arising in connection with the acquired company;
•
Increased or unexpected costs or delays to obtain governmental or regulatory approvals for acquisitions;
•
Divestitures of functions, assets or operations may impede our ability to successfully operate our business, result in liability to purchasers, or consume significant resources;
•
Divested assets may be worth more than the consideration we receive in respect thereof;
•
Increased competition amongst potential acquirers for acquisition targets could result in a material increase in the purchase price for such targets or otherwise limit our ability to consummate acquisitions; and
•
Adverse market reaction to divestitures, acquisitions or investments or failure to consummate such transactions.
Moreover, we rely heavily on the representations and warranties and related indemnities provided to us by the sellers of acquired private companies, including as they relate to creation, ownership and rights in intellectual property and compliance with laws and contractual requirements. Our failure to address these risks or other problems encountered in connection with past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business generally.
We rely on the performance of highly skilled personnel and, if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.
Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. In particular, the contributions of Barry Diller, our Chairman and Senior Executive, and Peter Kern, our Vice Chairman and Chief Executive Officer, are critical to the overall management of the company. Expedia Group cannot ensure that it will be able to retain the services of Mr. Diller, Mr. Kern or any other member of our senior management or key employees, the loss of whom could seriously harm our business. We do not maintain any key person life insurance policies.
Competition for well-qualified employees in certain aspects of our business, including software engineers, developers, product management personnel, development personnel, and other technology professionals, also remains intense. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees. For example, restrictions on travel related to the COVID-19 pandemic may negatively affect our ability to attract and retain employees on a global basis.
We may not achieve some or all of the expected benefits of our plans to increase our operational efficiencies and our restructuring efforts may adversely affect our business.
During 2019, we initiated a restructuring of portions of our global workforce in an effort to simplify and streamline our organization, improve our cost structure and the operation of our overall businesses. In February 2020, we announced our intention to pursue operating cost savings by further simplifying our organization, streamlining priorities and operating more
17
efficiently and due to the COVID-19 pandemic, we implemented certain additional operational cost saving actions beyond what had been originally planned.
The operational efficiencies and restructuring actions we undertook in 2019 and 2020 as well as future actions may not achieve our targeted operational cost savings, improvements and efficiencies, which could adversely impact our results of operations and financial condition. In addition, implementing any restructuring plan presents significant potential risks that may impair our ability to achieve anticipated operating improvements and/or cost reductions. These risks include, among others, higher than anticipated costs in implementing our restructuring plans, management distraction from ongoing business activities, failure to maintain adequate controls and procedures while executing our restructuring plans, damage to our reputation and brand image. Additionally, as a result of restructuring initiatives, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency, adverse effects on employee morale and productivity, or our ability to attract and retain highly skilled employees. Any of these consequences could adversely impact our business.
We are exposed to various counterparty risks.
We are exposed to the risk that various counterparties, including financial entities, will fail to perform. This creates risk in a number of areas, including with respect to our bank deposits and investments, foreign exchange risk management, insurance coverages, letters of credit, and for certain of our transactions, the receipt and holding of traveler payments and subsequent remittance of a portion of those payments to travel suppliers. As it relates to deposits, as of December 31, 2020, we held cash in bank depository accounts of approximately $3.1 billion. Additionally, majority-owned subsidiaries held cash of approximately $214 million and held term deposits of approximately $73 million. As it relates to foreign exchange, as of December 31, 2020, we were party to forward contracts with a notional value of approximately $1.4 billion, the fair value of which was a liability of approximately $14 million. We employ forward contracts to hedge a portion of our exposure to foreign currency exchange rate fluctuations. At the end of the deposit term or upon the maturity of the forward contracts, the counterparties are obligated, or potentially obligated in the case of forward contracts, to return our funds or pay us net settlement values. If any of these counterparties were to liquidate, declare bankruptcy or otherwise cease operations, it may not be able to satisfy its obligations under these term deposits or forward contracts, our ability to recover losses or to access or recover our assets held may be limited by the counterparty’s liquidity or the applicable laws governing the insolvency or bankruptcy proceeding, and the receipt and remittance of payments via such counterparties would be severely limited or cease. In addition, we face significant credit risk and potential payment delays with respect to non-financial contract counterparties including our Expedia Business Services and Vrbo partners, which may be exacerbated by economic downturns. The realization of any of these risks could have an adverse impact on our business and financial performance.
We have foreign exchange risk.
We face exposure to movements in currency exchange rates (particularly those related to the British pound sterling, euro, Canadian dollar, Australian dollar, Thai baht, Brazilian real, and Nordic currencies) that revalue our cash flows, monetary assets and liabilities, and translate our foreign subsidiary financial results to U.S. dollars. In particular, we face exposure related to fluctuations in accommodation revenue due to relative currency movements from the time of booking to the time of stay as well as the impact of relative exchange rate movements on cross-border travel such as from Europe to the United States and the United States to Europe.
Depending on the size of the exposures and the relative movements of exchange rates, if we choose not to hedge or fail to hedge effectively our exposure, we could experience a material adverse effect on our financial statements and financial condition. We make a number of estimates in conducting hedging activities including in some cases cancellations and payments in foreign currencies. In addition, an effective exchange rate hedging program is dependent upon effective systems, accurate and reliable data sources, controls and change management procedures. In the event our estimates differ significantly from actual results or if we fail to adopt effective hedging processes, we could experience greater volatility as a result of our hedging activities.
Legal and Regulatory Risks
Our alternative accommodations business is subject to regulatory risks, which could have a material adverse effect on our operations and financial results.
Our alternative accommodations business has been, and continues to be, subject to regulatory developments that affect the alternative accommodation industry and the ability of companies like us to list those alternative accommodations online. For example, certain domestic and foreign jurisdictions have adopted or are considering statutes or ordinances that prohibit or limit the ability of property owners and managers to rent certain properties for fewer than 30 consecutive days, or that regulate short term rental platforms’ ability to list alternative accommodations, including prohibiting the listing of unlicensed properties. Other domestic and foreign jurisdictions may introduce similar regulations. Many homeowners, condominium and neighborhood associations have adopted rules that prohibit or restrict short-term rentals. In addition, many of the laws that
18
impose taxes or other obligations on travel and lodging companies were established before the growth of the internet and the alternative accommodation industry, which creates a risk of those laws being interpreted in ways not originally intended that could burden property owners and managers or otherwise harm our business.
These risks could have a material adverse effect on our alternative accommodations business and results of operations, which in turn could have a material adverse effect on Expedia Group’s operations and financial results.
A failure to comply with current laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.
Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our businesses, including those relating to travel and alternative accommodation licensing and listing requirements, the provision of travel packages, the internet and online commerce, internet advertising and price display, consumer protection, licensing and regulations relating to the offer of travel insurance and related products, anti-corruption, anti-trust and competition, economic and trade sanctions, tax, banking, data security, the provision of payment services and privacy. For example, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and online commerce that may relate to liability for information retrieved from or transmitted over the internet, display of certain taxes and fees, online editorial and user-generated content, user privacy, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of products and services. Additionally, some jurisdictions have implemented or are considering implementing regulations that restrict or could restrict access to city centers and popular destinations as well as impact our ability to offer accommodations, such as by limiting the construction of new hotels or renting of alternative accommodations. Also, compliance with the European Economic Community (“EEC”) Council Directive on Package Travel, Package Holidays and Package Tours could be costly and complex, and could adversely impact our ability to offer certain packages in the EEC.
Likewise, the SEC, Department of Justice (“DOJ”) and Office of Foreign Assets Controls (“OFAC”), as well as foreign regulatory authorities, have continued to increase the enforcement of economic sanctions and trade regulations, anti-money laundering, and anti-corruption laws, across industries. As regulations continue to evolve and regulatory oversight continues to increase, we cannot guarantee that our programs and policies will be deemed compliant by all applicable regulatory authorities. For example, on May 17, 2019, we entered into a settlement agreement with OFAC regarding 2,221 potentially non-compliant Cuba-related travel transactions that occurred between 2011-2014, which we voluntarily disclosed to OFAC in 2014. In connection with the settlement agreement, we made significant enhancements to our economic sanctions compliance program and associated controls. OFAC agreed to release us, without any finding of fault, from all civil liability in connection with the potential violations. In the event our controls should fail or are found to be out of compliance for other reasons, we could be subject to monetary damages, civil and criminal money penalties, litigation and damage to our reputation and the value of our brands. We also have been subject, and we will likely be subject in the future, to inquiries or legal proceedings from time to time from regulatory bodies concerning compliance with economic sanctions, consumer protection, competition, tax and travel industry-specific laws and regulations, including but not limited to investigations and legal proceedings relating to the travel industry and, in particular, parity provisions in contracts between hotels and online travel companies, including Expedia Group, and the presentation of information to consumers, as described in Part I, Item 3, Legal Proceedings - Competition and Consumer Matters. The failure of our businesses to comply with these laws and regulations could result in fines and/or proceedings against us by governmental agencies and/or consumers which, if material, could adversely affect our business, financial condition and results of operations.
Application of existing tax laws, rules or regulations are subject to interpretation by taxing authorities.
The application of domestic and international income and non-income tax laws, rules and regulations to our historical and new products and services is subject to interpretation by the relevant taxing authorities. Given a focus on revenue generation, taxing authorities have become more aggressive in their enforcement of such laws, rules and regulations, resulting in increased audit activity and audit assessments, and legislation, including new taxes on our technology platform and digital services. As such, potential tax liabilities may exceed our current tax reserves or may require us to modify our business practices and incur additional cost to comply, any of which may have a material adverse effect on our business.
A number of taxing authorities have made inquiries, filed lawsuits, and/or levied assessments asserting we are required to collect and/or remit state and local sales or use taxes, value added taxes, or other transactional taxes related to our travel facilitation services, including the legal proceedings described in Part I, Item 3, Legal Proceedings.
In the past been we have been required, and in the future may be required, in certain domestic and foreign jurisdictions to pay substantial tax assessments prior to contesting their validity. A description of recent significant “pay-to-play” payments and refunds, as well as ongoing tax inquiries or audits in other “pay-to-play” jurisdictions, is included in NOTE 15 — Commitments and Contingencies in the notes to the consolidated financial statements.
19
Significant judgment and estimation is required in determining our worldwide tax liabilities. In the ordinary course of our business, there are transactions and calculations, including cross-jurisdictional transfer pricing, for which the ultimate tax determination is uncertain or otherwise subject to interpretation. Taxing authorities may disagree with our cross-jurisdictional transfer pricing, including the amount or support for such charges. We believe our tax estimates are reasonable, however the final determination of tax audits may be materially different from our historical tax provisions and accruals in which case we may be subject to additional tax liabilities, potentially including interest and penalties, which could have a material adverse effect on our cash flows, financial condition and results of operations.
The enactment of legislation implementing changes in taxation of domestic or international business activities, the adoption of other corporate tax reform policies, or changes in tax legislation or policies could materially affect our financial position and results of operations.
Many of the statutory laws, rules, and regulations imposing taxes and other obligations were enacted before the growth of the digital economy. Certain jurisdictions have enacted new tax laws, rules, and regulations directed at taxing the digital economy and multi-national businesses. If existing tax laws, rules, or regulations change, by amendment or new legislation, with respect to occupancy tax, sales tax, value-added taxes, goods and services tax, digital services tax, withholding taxes, revenue based taxes, unclaimed property, or other tax laws applicable to the digital economy or multi-national businesses, the result of these changes could increase our tax liabilities. Potential outcomes include, prospectively or retrospectively, additional responsibility to collect and remit indirect taxes, including on behalf of travel suppliers, imposition of interest and penalties, multiple levels of taxation, and an obligation to comply with information reporting laws or regulations requiring us to provide information about travel suppliers, customers, and transactions on our technology platform. The outcome of these changes may have an adverse effect on our business or financial performance. Demand for our products and services may decrease if we pass on such costs to the consumer; tax reporting and compliance obligations may result in increased costs to update or expand our technical or administrative infrastructure, or effectively limit the scope of our business activities if we decide not to conduct business in particular jurisdictions.
Taxing authorities have focused legislative efforts on tax reform, transparency, and base erosion prevention. As a result, policies regarding corporate income and other taxes in various jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in several jurisdictions. In general, changes in tax laws may affect our effective tax rate, increase our tax liabilities, and impact the value of deferred tax balances.
Since releasing its interim report in 2018, the Organization for Economic Co-operation and Development (“OECD”) has proposed measures to address corporate tax challenges of the digital economy. These measures include “Pillar One and Pillar Two” reports that focus on nexus, profit allocation, and minimum tax proposals. As the OECD continues its evaluation of these proposals, several territories have enacted or proposed measures to impose new digital services taxes on companies. These taxes are incremental to taxes historically incurred by the Company and result in taxation of the same revenue in multiple countries. The enacted and proposed measures may have an adverse effect on our business or financial performance.
Our tax liabilities in the future may also be adversely affected by changes to our operating structure, changes in the mix of revenue and earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax balances, or the discontinuance of beneficial tax arrangements in certain jurisdictions.
We continue to work with relevant governmental authorities and legislators, as appropriate, to clarify our obligations under existing, new, and emerging tax laws, rules, and regulations. However, due to the increasing pace of legislative changes and the scale of our business activities, any substantial changes in tax policies, enforcement activities, or legislative initiatives may materially and adversely affect our business, the taxes we are required to pay, our financial position, and results of operations.
We are involved in various legal proceedings and may experience unfavorable outcomes, which could adversely affect our business and financial condition.
We are involved in various legal proceedings and disputes involving taxes, personal injury, contract, alleged infringement of third-party intellectual property rights, antitrust, consumer protection, securities laws, and other claims, including, but not limited to, the legal proceedings described in Part I, Item 3, Legal Proceedings. These matters may involve claims for substantial amounts of money or for other relief that might necessitate changes to our business or operations. The defense of these actions has been, and will likely continue to be, both time consuming and expensive and the outcomes of these actions cannot be predicted with certainty. Determining reserves for pending litigation is a complex, fact-intensive process that requires significant legal judgment. It is possible that unfavorable outcomes in one or more such proceedings could result in substantial payments that could adversely affect our business, consolidated financial position, results of operations, or cash flows in a particular period.
20
We cannot be sure that our intellectual property and proprietary information is protected from all forms of copying or use by others, including potential competitors.
Our websites and mobile applications rely on content, brands, trademarks, domain names and technology, much of which is proprietary. We establish and protect our intellectual property by relying on a combination of trademark, domain name, copyright, trade secret and patent laws in the U.S. and other jurisdictions, license and confidentiality agreements, and internal policies and procedures. In connection with our license agreements with third parties, we seek to control access to, and the use and distribution of, our proprietary information and intellectual property. Even with these precautions, however, third parties may copy or otherwise obtain and use our intellectual property or confusingly similar trademarks or domain names without our authorization or to develop similar intellectual property independently. Effective trademark, domain name, copyright, patent and trade secret protection may not be available in every jurisdiction in which our services are available and policing unauthorized use of our intellectual property is difficult and expensive. We cannot be sure that the steps we have taken will prevent misappropriation or infringement of intellectual property. Any misappropriation or violation of our rights could have a material adverse effect on our business. Furthermore, we may need to go to court or other tribunals to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. These proceedings might result in substantial costs and diversion of resources and management attention.
We currently license from third parties some of the technologies, content and brands incorporated into our websites. As we continue to introduce new services that incorporate new technologies, content and brands, we may be required to license additional technology, content or brands. We cannot be sure that such technology, content and brand licenses will be available on commercially reasonable terms, if at all.
Technology, Information Protection and Privacy Risks
We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to invest in and adapt to technological developments and industry trends could harm our business.
We depend on the use of sophisticated information technologies and systems in many areas of our business including technology and systems used for website and mobile applications, reservations, customer service, supplier connectivity, marketing, communications, procurement, payments, tax collection and remittance, fraud detection and administration, which we must continuously improve and upgrade.
Our future success also depends on our ability to adapt our services and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of our service in response to competitive service and product offerings. Cloud computing, the continued growth of alternative platforms and mobile computing devices, the emergence of niche competitors who may be able to optimize products, services or strategies that use cloud computing or for such platforms, as well as other technological changes, including new devices, services and home assistants, and developing technologies, have, and will continue to require, new and costly investments. Transitioning to these new technologies may be disruptive to resources and the services we provide, and may increase our reliance on third party service providers. For example, we are in the midst of a multi-year project to migrate products, data storage and functionality and significantly increase our utilization of public cloud computing services, such as Amazon Web Services.
We have been engaged in a multi-year effort to migrate key portions of our consumer, affiliate and corporate travel sites, and back office application functionality, to new technology platforms, such as cloud computing services, to enable us to improve conversion, innovate more rapidly, achieve better search engine optimization and improve our site merchandising and transaction processing capabilities, among other anticipated benefits. Implementations and system enhancements such as these have been in the past, and may continue to be in the future, more time consuming and expensive than originally anticipated, and the resources devoted to those efforts have adversely affected, and may continue to adversely affect, our ability to develop new site features.
System interruption, security breaches and the lack of redundancy in our information systems may harm our businesses.
The risk of a cybersecurity-related attack, intrusion, or disruption, including through spyware, viruses, phishing, denial of service and similar attacks by criminal organizations, hacktivists, foreign governments, and terrorists, is persistent. In addition, as we continue to migrate legacy systems to new or existing information technology systems, we increase the risk of system interruptions. We have experienced and may in the future experience system interruptions that make some or all of these systems unavailable or prevent us from efficiently fulfilling orders or providing services to third parties. Significant interruptions, outages or delays in our internal systems, or systems of third parties that we rely upon - including multiple co-location providers for data centers, cloud computing providers for application hosting, and network access providers - and network access, or deterioration in the performance of such systems, would impair our ability to process transactions, decrease our quality of service that we can offer to our customers, damage our reputation and brands, increase our costs and/or cause
21
losses. We also face risks related to our ability to maintain data and hardware security with respect to remote working during the COVID-19 pandemic.
In addition, no assurance can be given that our backup systems or contingency plans will sustain critical aspects of our operations or business processes in all circumstances. Although we have put measures in place to protect certain portions of our facilities and assets, any of these events could cause system interruption, delays and loss of critical data, and could prevent us from providing services to our travelers and/or third parties for a significant period of time.
We process, store and use customer, supplier and employee personal, financial and other data, which subjects us to risks stemming from possible failure to comply with governmental regulation and other legal obligations, as well as litigation and reputational risks associated with the failure to protect such data from unauthorized use, theft or destruction.
There are numerous laws regarding the storing, sharing, use, processing, disclosure and protection of customer and employee personal, financial and other data, the scope of which is changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection. It is possible, however, that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or the practices of our businesses.
Any failure or perceived failure by us, or our service providers, to comply with, privacy-related legal obligations or any compromise of security that results in the unauthorized use, theft or destruction of such data, may result in a material loss of revenues from the potential adverse impact to our reputation and brand, our ability to retain customers or attract new customers and the potential disruption to our business and plans. In addition, such an event could result in violations of applicable U.S. and international laws, governmental enforcement actions and consumer or securities litigation.
We are subject to privacy regulations, and compliance with these regulations could impose significant compliance burdens.
The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet have recently come under increased public scrutiny. Some U.S. states, including California, have passed comprehensive privacy legislation or are considering privacy legislation. In addition, the General Data Protection Regulation, or GDPR, that went into effect in the European Union in May 2018, requires companies to implement and remain compliant with regulations regarding the handling of personal data. At least 12 additional countries in Asia, Eastern Europe and Latin America have passed or are considering similar privacy regulations, resulting in additional compliance burdens and uncertainty as to how some of these laws will be interpreted. We have invested, and expect to continue to invest, significant resources to comply with the GDPR and other privacy laws and regulations. Failure to meet any of the requirements of these laws and regulations could result in significant penalties or legal liability, adverse publicity and/or damage to our reputation, which could negatively affect our business, results of operations and financial condition.
Governance Risks
Mr. Diller may be deemed to beneficially own shares representing approximately 29% of the outstanding voting power of Expedia Group.
As of December 31, 2020, Mr. Diller may be deemed to have beneficially owned 100% of Expedia Group’s outstanding Class B common stock, representing approximately 29% of the total voting power of all shares of Expedia Group common stock and Class B common stock outstanding. In the future, Mr. Diller’s ownership percentage in Expedia Group could increase if he buys additional shares of Expedia Group common stock in open market purchases or otherwise, or if Expedia Group repurchases shares of its common stock. While it is possible that Mr. Diller may at some point in the future beneficially own more than 50% of the outstanding voting power of Expedia Group, the provisions of the Governance Agreement and Expedia Group’s amended and restated certificate of incorporation provide that, subject to limited exception, no current or future holder of Original Shares may participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of Expedia Group, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Expedia Group Class B common stock and shares of Expedia Group common stock. Additionally, the Governance Agreement does not provide Mr. Diller with any consent rights over corporate actions or matters.
Mr. Diller is also currently the Chairman of Expedia Group’s Board of Directors and Senior Executive of Expedia Group. Expedia Group’s amended and restated certificate of incorporation provides that the Chairman of the Board may only be removed without cause by the affirmative vote of at least 80% of the entire Board of Directors, which provision may not be amended, altered changed or repealed, or any provision inconsistent therewith adopted, without the approval of at least (1) 80%
22
of the entire Board of Directors and (2) 80% of the voting power of Expedia Group’s outstanding voting securities, voting together as a single class.
As a result of Mr. Diller’s ownership interests and voting power, Mr. Diller is in a position to influence, and potentially control, significant corporate actions, including corporate transactions such as mergers, business combinations or dispositions of assets. Additionally, in the future, another holder of the Original Shares might have such a position of influence by virtue of ownership interests in the Original Shares. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to Expedia Group stockholders.
Actual or potential conflicts of interest may develop between Expedia Group management and directors, on the one hand, and the management and directors of IAC, on the other.
Mr. Diller serves as our Chairman of the Board of Directors and Senior Executive, while retaining his role as Chairman of the Board of Directors and Senior Executive of IAC/InterActiveCorp, or IAC. Each of Ms. Clinton and Mr. von Furstenberg also serves as a member of the Board of Directors of both Expedia Group and IAC. These overlapping relationships could create, or appear to create, potential conflicts of interest for the directors or officers when facing decisions that may affect both IAC and Expedia Group. Mr. Diller in particular may also face conflicts of interest with regard to the allocation of his time between the companies.
Our amended and restated certificate of incorporation provides that no officer or director of Expedia Group who is also an officer or director of IAC will be liable to Expedia Group or its stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to IAC instead of Expedia Group, or does not communicate information regarding a corporate opportunity to Expedia Group because the officer or director has directed the corporate opportunity to IAC. This corporate opportunity provision may have the effect of exacerbating the risk of conflicts of interest between the companies because the provision effectively shields an overlapping director/executive officer from liability for breach of fiduciary duty in the event that such director or officer chooses to direct a corporate opportunity to IAC instead of Expedia Group.
Risks Related to Ownership of our Stock
Our stock price is highly volatile.
The market price of our common stock is highly volatile and could continue to be subject to wide fluctuations in response to, among other risks, the risks described in this Item 1A, as well as:
•Quarterly variations in our operating and financial results as well as that of our peer companies;
•Operating and financial results that vary from the expectations of securities analysts and investors, including failure to deliver returns on investments or key initiatives;
•Changes in our capital or governance structure;
•Repurchases of our common stock;
•Changes in the stock price or market valuations of trivago, our majority-owned, publicly traded subsidiary, whose stock price is also highly volatile;
•Changes in device and platform technologies and search industry dynamics, such as key word pricing and traffic, or other changes that negatively affect our ability to generate traffic to our websites;
•Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments as well as technological innovations, new services or promotional and discounting activities;
•Loss of a major travel supplier, such as an airline, hotel or car rental chain;
•Lack of success in our efforts to increase our market share; and
•Price and volume fluctuations in the stock markets in general.
Volatility in our stock price could also make us less attractive to certain investors, and/or invite speculative trading in our common stock or debt instruments.
Part I. Item 1B. Unresolved Staff Comments
None.
23
Part I. Item 2. Properties
We own our corporate headquarters located in Seattle, Washington, which employees began moving into during the fourth quarter of 2019. The headquarters is approximately 650,000 square feet of office space.
In addition, we lease approximately 3.7 million square feet of office space worldwide in various cities and locations, pursuant to leases with expiration dates through May 2038, of which 1.2 million square feet is leased for domestic operations and 2.5 million for international operations.
Part I. Item 3. Legal Proceedings
In the ordinary course of business, Expedia Group and its subsidiaries are parties to legal proceedings and claims involving property, personal injury, contract, alleged infringement of third-party intellectual property rights and other claims. The amounts that may be recovered in such matters may be subject to insurance coverage.
Rules of the SEC require the description of material pending legal proceedings, other than ordinary, routine litigation incident to the registrant’s business, and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not individually exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of management, none of the pending litigation matters that the Company and its subsidiaries are defending, including those described below, involves or is likely to involve amounts of that magnitude. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or results of operations based upon the standard set forth in the SEC’s rules.
Litigation Relating to Occupancy and Other Taxes
A number of jurisdictions in the United States have filed lawsuits against online travel companies, including Expedia Group companies such as Hotels.com, Expedia, Hotwire, Orbitz and HomeAway, claiming that such travel companies have failed to collect and/or pay taxes (e.g., occupancy taxes, business privilege taxes, excise taxes, sales taxes, etc.), as well as related claims such as unjust enrichment, restitution, conversion and violation of consumer protection statutes and seeking monetary (including tax, interest, and penalties) and/or declaratory relief. In addition, we may file complaints contesting tax assessments made by states, counties and municipalities seeking to obligate online travel companies, including certain Expedia Group companies, to collect and remit certain taxes, either retroactively or prospectively, or both. Moreover, certain jurisdictions may require us to pay tax assessments prior to contesting any such assessments. This requirement is commonly referred to as “pay-to-play.” Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously.
Actions Filed by Individual States, Cities and Counties
City of San Antonio, Texas Litigation. In May 2006, the city of San Antonio filed a putative statewide class action in federal court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, and Orbitz, alleging that the defendants failed to pay hotel accommodations taxes as required by municipal ordinance. Following a successful appeal by the defendant online travel companies to the Fifth Circuit, the district court entered final judgment in favor of the defendant online travel companies in March 2018 and in June 2019 awarded the defendants approximately $2.25 million in reimbursable costs. Plaintiffs appealed and the Fifth Circuit affirmed the district court’s cost award. In September 2020, plaintiffs filed a petition for writ of certiorari to the United States Supreme Court with respect to the cost award, which the Court granted. Plaintiffs’ appeal remains pending.
Nassau County, New York Litigation. In October 2006, the county of Nassau, New York filed a putative statewide class action in federal court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, and Orbitz, which was subsequently dismissed and refiled in state court. The complaint alleged that the defendants failed to pay hotel accommodation taxes as required by local ordinances to certain local governments in New York. The trial court certified the case as a class action but the New York Supreme Court Appellate Division reversed that order. Additional county/city plaintiffs subsequently joined the case as intervenor plaintiffs. In December 2016, the court granted defendants’ motion for summary judgment with respect to Nassau County’s claims on the grounds that the enabling statute for plaintiff’s tax ordinance did not impose a tax on defendants’ fees. In March 2017, the court granted defendants’ motion for summary judgment against the additional intervenor plaintiffs. Nassau County and the intervenor-plaintiffs appealed the court’s dismissal of their claims and that appeal remains pending. On December 23, 2020, the New York Supreme Court - Appellate Division affirmed the trial court's dismissal of the plaintiffs' claims.On January 26, 2021, plaintiffs filed a motion for leave to appeal to the New York Court of Appeals, which the defendants will oppose. The motion remains pending.
Pine Bluff, Arkansas Litigation. In September 2009, Pine Bluff Advertising and Promotion Commission and Jefferson County filed a class action against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz,
24
alleging that defendants failed to collect and/or pay taxes under hotel tax occupancy ordinances. In February 2018, the trial court granted plaintiffs’ motion for summary judgment and denied defendants’ motion for summary judgment on the issue of tax liability. The matter is currently pending in the trial court on damages issues. The prosecuting attorney for the Arkansas Sixth Judicial District filed a Complaint in Intervention, purportedly on behalf of the State of Arkansas, which the trial court granted, over defendants’ objections, in a February 2020 order. The parties filed cross motions for summary judgment on the intervenor’s complaint in August 2020. On February 9, 2021, the trial court granted the intervenor's motion for partial summary judgment on liability.
State of Mississippi Litigation. In December 2011, the State of Mississippi brought suit against a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz. The complaint included claims for declaratory judgment, injunctive relief, violations of state sales tax statute and local ordinances, violation of Consumer Protection Act, conversion, unjust enrichment, constructive trust, money had and received and joint venture liability. In October 2018, the court entered an agreed order dismissing the Consumer Protection Act claim and in July 2019, the trial court granted the State of Mississippi’s motion for summary judgment. The matter is currently pending in the trial court on damages issues.
Arizona Cities Litigation. Tax assessments were issued in 2013 by 12 Arizona cities against a group of online travel companies including Expedia, Hotels.com, Hotwire and Orbitz. The online travel companies protested and petitioned for redetermination of the assessments. On May 28, 2014, the Municipal Tax Hearing Officer granted the online travel companies' protests and ordered the cities to abate the assessments. The cities appealed to the Arizona Tax Court, which granted the cities' motion for summary judgment in part and denied it in part in April 2016. The matter is currently pending in the Arizona Tax Court on damages issues. In January 2021, the Arizona Tax Court ordered the parties to participate in a Fair Limits Proceeding.
State of Louisiana/City of New Orleans Litigation. In August 2016, the State of Louisiana Department of Revenue and the city of New Orleans filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia. The complaint alleges claims for declaratory judgment, violation of state and city tax laws, unfair trade practices, breach of fiduciary duty, and imposition of a constructive trust. The court subsequently approved motions for leave to intervene filed by a number of Louisiana cities and local taxing authorities. The parties filed cross motions for summary judgment which the court denied in November 2020. Trial of the matter is currently scheduled to begin in June 2021.
Jefferson Parish, Louisiana Litigation. In January 2019, Jefferson Parish, Louisiana filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia. The complaint alleges claims for declaratory judgment, violation of state and local tax laws, unfair trade practices, breach of fiduciary duty, and imposition of a constructive trust. In September, 2020, the court granted the defendants’ motion for summary judgment, and dismissed all remaining claims (certain claims had previously been dismissed on a motion for judgment on the pleadings) by the plaintiff with prejudice. Plaintiff filed a notice of appeal in October 2020, and that appeal remains pending.
In addition, HomeAway is a party in the following proceedings:
Broward County, Florida Litigation. In January 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway for a declaratory judgment and supplemental relief. The lawsuit seeks a declaration that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and also seeks enforcement of a subpoena. In March 2019, HomeAway filed a motion to dismiss; thereafter, on March 8, 2019, plaintiff filed an amended complaint.
Jasper County Development District #1, Texas Litigation. On August 17, 2020, Jasper County Development District # 1 filed a lawsuit in Texas state court against Expedia and HomeAway. The complaint alleges claims for declaratory judgment, damages and an accounting.
Notices of Audit or Tax Assessments
At various times, the Company has also received notices of audit, or tax assessments from states, counties, municipalities and other local taxing jurisdictions concerning its possible obligations with respect to state and local taxes (e.g. occupancy taxes, business privilege taxes, excise taxes, sales taxes, etc.).
Non-Tax Litigation and Other Legal Proceedings
Putative Class Action Litigation
Buckeye Tree Lodge Lawsuit. In August 2016, a putative class action lawsuit was filed in federal district court in the Northern District of California against Expedia, Hotels.com, Orbitz, Expedia Australia Investments Pty Ltd. and trivago relating to alleged false advertising. The putative class is comprised of hotels and other providers of overnight accommodations whose names appeared on the Expedia Group defendants’ websites with whom the defendants allegedly did not have a booking
25
agreement during the relevant time period. The complaint asserts claims against the Expedia Group defendants for violations of the Lanham Act, the California Business & Professions Code, intentional and negligent interference with prospective economic advantage, unjust enrichment and restitution.
The parties have reached a settlement in principle and are seeking court approval of the settlement.
Israeli Putative Class Action Lawsuit (Silis). In or around September 2016, a putative class action lawsuit was filed in the District Court in Tel Aviv, Israel against Hotels.com. The plaintiff generally alleges that Hotels.com violated Israeli consumer protection laws in various ways by failing to calculate and display VAT charges in pricing displays shown to Israeli consumers. The plaintiff has filed a motion for class certification which Hotels.com has opposed.
Israeli Putative Class Action Lawsuit (Ze’ev). In or around January 2018, a putative class action lawsuit was filed in the District Court in Lod, Israel against a number of online travel companies including Expedia, Inc. and Hotels.com. The plaintiff generally alleges that the defendants violated Israeli consumer laws by limiting hotel price competition. The plaintiff has filed a motion for class certification which defendants have opposed.
Cases against HomeAway.com, Inc. In March 2016, a putative class action suit was filed in federal district court in Texas against HomeAway.com, Inc. related to its implementation of a service fee. The putative class was comprised of homeowners that list their properties on HomeAway’s websites for rent. The complaint asserted claims against HomeAway for breach of contract, breach of the duty of good faith and fair dealing, fraud, fraudulent concealment, and violations of the state consumer protection statutes. Subsequently, three other putative class action lawsuits were filed making similar claims. After a series of motions and appeals, three of the four lawsuits were dismissed and compelled to individual arbitration; one (Kirkpatrick) is proceeding as a putative class action in the Texas federal district court. The parties reached a settlement of the matter and the case was dismissed on December 18, 2020 thereby ending the matter.
Other Legal Proceedings
Helms-Burton Litigation. In September 2019, a purported class action was filed in the U.S. District Court for the Southern District of Florida alleging violations of Title III of the Cuban Liberty and Democratic Solidarity Act, also known as the Helms-Burton Act. The complaint, filed by Marciela Mata, et al., alleges that class members hold an interest in property that was expropriated by the Cuban government and subsequently became the location of a hotel owned by Melia Hotels International. It further alleges that Expedia, Inc., Hotels.com and Orbitz LLC trafficked in that property by facilitating reservations for travelers. Between September 2019 and January 2020, five additional actions (three putative class actions and two individual actions) alleging similar claims related to additional properties were filed (Glen v. Expedia, Inc., et al.; Trinidad v. Expedia, Inc.; Del Valle, et al. v. Expedia, Inc., et al.; Echevarria v. Expedia, Inc.; Echevarria, et al. v. Expedia, Inc., et al.). Five of the actions are pending in the Southern District of Florida and one action is pending in the U.S. District Court of Delaware. The Mata action has been administratively adjourned until the parties agree to recommence the action and related jurisdictional discovery. In March 2020, the Court granted Expedia’s motion to dismiss with prejudice in the Del Valle case. The plaintiffs appealed that ruling to the U.S. Court of Appeals for the Eleventh Circuit and that appeal remains pending. A hearing on defendants’ motion to dismiss in the Glen action was held on December 7, 2020 and that motion remains pending. On January 5, 2021, Plaintiffs filed Amended Class Action Complaints in the Trinidad, and both Echevarria matters. Expedia filed Motions to Dismiss in each matter on January 19, 2021 and those motions remain pending.
Stockholder Litigation
In re Expedia Group, Inc. Stockholders Litigation. On August 12, 2019, the Delaware Court of Chancery granted a stipulated motion consolidating three lawsuits that had been filed by Expedia Group shareholders in the Delaware Court of Chancery in connection with the Company’s acquisition of Liberty Expedia Holdings, Inc. (“LEXE”): (1) Teamsters Union Local No. 142 Pension Fund v. Barry Diller, et. al.; (2) Plaut v. Diller, et al.; and (3) Steamfitters local 449 Pension Plan v. Diller et al. These actions purported to assert, among other things, direct and derivative claims against current and former members of the Company’s board of directors, the Diller-von Furstenberg Family Foundation, and against the Company as a nominal defendant. Plaintiffs allege that the individual defendants violated their fiduciary duties by, among other things, wrongfully causing the Company to enter into certain agreements with the Company’s Executive Chairman, in connection with the Company’s acquisition of LEXE on July 26, 2019. On September 20, 2019, the court appointed a lead plaintiff and its counsel, and ordered the filing of a consolidated amended complaint. On December 11, 2019, a Special Litigation Committee of the Board of Directors of Expedia Group, Inc. (“SLC”) filed a motion to stay the litigation pending completion of the SLC’s investigation into the allegations in the consolidated amended complaint. Plaintiffs opposed the motion to stay and filed a motion for leave to file an amended consolidated complaint. On January 9, 2020, the court granted the SLC’s motion for a stay, ordered the action stayed for six months from the filing date of the motion, and granted Plaintiffs’ motion for leave to file an amended consolidated complaint. On April 13, 2020, the court granted the SLC’s motion for an extension and extended the stay until September 11, 2020. By letter dated September 10, 2020, the SLC informed the court that it had completed its investigation and sought a further extension of time until October 13, 2020, to finalize its investigative report and to file a
26
motion to dismiss the action. That same day, the court granted the SLC’s motion and extended the stay until October 13, 2020. On October 16, 2020, the court granted the SLC’s motion for a further extension of the stay until October 23, 2020. On October 23, 2020, the SLC filed a motion to dismiss the action along with a report of the SLC’s investigation. A public version of the SLC’s report was filed on October 30, 2020. On December 11, 2020, pursuant to a scheduling order of the court, the SLC filed its opening brief in support of the motion to dismiss. A public version of the SLC’s opening brief was filed on December 18, 2020. The motion remains pending.
Competition and Consumer Matters
Over the last several years, the online travel industry has become the subject of investigations by various national competition authorities (“NCAs”), particularly in Europe.
Matters Relating to Contractual Provisions with Accommodations Providers
Expedia Group companies are or have been involved in a number of investigations by European NCAs predominately related to whether certain parity clauses in contracts between Expedia Group entities and accommodation providers (sometimes also referred to as “most favored nation” or “MFN” provisions) are anti-competitive.
With effect from August 1, 2015, Expedia Group companies waived certain rate, conditions and availability parity clauses in agreements with European hotel partners. While the Expedia Group companies maintain that their parity clauses have always been lawful and in compliance with competition law, these waivers were nevertheless implemented as a positive step towards facilitating the closure of the open investigations into such clauses on a harmonized pan-European basis. Following the implementation of the Expedia Group companies' waivers, nearly all NCAs in Europe announced either the closure of their investigation or inquiries involving Expedia Group companies or a decision not to open an investigation or inquiry involving Expedia Group companies. However, certain related matters remain ongoing, including:
•The German Federal Cartel Office against the Expedia Group companies’ contractual parity provisions with accommodation providers in Germany remains open but is still at a preliminary stage with no formal allegations of wrong-doing having been communicated to the Expedia Group companies to date.
•The Italian competition authority's case closure decision against Booking.com and Expedia Group companies was subsequently been appealed by two Italian hotel trade associations, i.e. Federalberghi and AICA. The AICA appeal was cancelled for lack of interest of the AICA on December 12, 2019. The Federalberghi appeal remains at an early stage and no hearing date has been fixed.
•A working group of 10 European NCAs (Belgium, Czech Republic, Denmark, France, Hungary, Ireland, Italy, Netherlands, Sweden and the United Kingdom) and the European Commission was established by the European Competition Network (“ECN”) at the end of 2015 to monitor the functioning of the online hotel booking sector, following amendments made by a number of online travel companies (including Booking.com and Expedia Group companies) in relation to certain parity provisions in their contracts with hotels. This working group has stated its intention to keep the sector under review and re-assess the competitive situation in due course.
•Legislative bodies in France (July 2015), Austria (December 2016), Italy (August 2017) and Belgium (August 2018) have also adopted domestic anti-parity clause legislation. Expedia Group believes each of these pieces of legislation violates both EU and national legal principles and therefore, Expedia Group companies have challenged these laws at the European Commission. In addition, a motion requesting the Swiss government to take action on narrow price parity has been adopted in the Swiss parliament. The Swiss government is now in the process of drafting legislation implementing the motion.
A number of NCAs outside of Europe have also opened investigations or inquired about contractual parity provisions in contracts between hotels and online travel companies in their respective territories, including Expedia Group companies. In certain of these jurisdictions, including Australia, Brazil, Hong Kong, and New Zealand, the concerns were resolved with Expedia Group companies’ waiver of certain rate, conditions and availability parity clauses in agreements with hotel partners in the respective jurisdictions.
In other cases, Expedia Group companies are in ongoing discussions with NCAs. For example, in April 2019, the Japan Fair Trade Commission (“JFTC”) launched an investigation into certain practices of a number of online travel companies, including Expedia Group companies, and in February 2020, the Korean Fair Trade Commission (“KFTC”) issued a request for information relating to hotel contracts entered into by Expedia Group companies. Expedia Group is cooperating with both authorities.
Matters Relating to Online Marketplaces
Regulatory authorities in Europe (including the UK Competition and Markets Authority, or “CMA”), Australia, and elsewhere have initiated legal proceedings and/or undertaken market studies, inquiries or investigations relating to online
27
marketplaces and how information is presented to consumers using those marketplaces, including practices such as search results rankings and algorithms, discount claims, disclosure of charges, and availability and similar messaging.
In June 2018, the CMA announced that it will be requiring hotel booking websites to take action to address concerns identified in the course of its ongoing investigation. After consulting with the CMA, we agreed to offer certain voluntary undertakings with respect to the presentation of information on certain of our UK consumer-facing websites in order to address the CMA’s concerns, which became effective in September 2019, and the CMA subsequently confirmed that, as a result of the undertakings offered, it has closed its investigation without any admission or finding of liability. Following additional inquiries from other NCAs in the European Union, Expedia Group companies subsequently made similar commitments with the Consumer Protection Cooperation Network that became applicable in the European Union in October 2020.
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. See NOTE 15 — Commitments and Contingencies, for additional information on this matter.
We are cooperating with regulators in the investigations described above where applicable, but we are unable to predict what, if any, effect such actions will have on our business, industry practices or online commerce more generally.
Part I. Item 4. Mine Safety Disclosures
Not applicable.

Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is quoted on the Nasdaq Global Select Market under the ticker symbol “EXPE.” Our Class B common stock is not listed and there is no established public trading market. As of January 29, 2021, there were approximately 2,628 holders of record of our common stock and the closing price of our common stock was $124.10 on Nasdaq. As of January 29, 2021, all of our Class B common stock was held by Mr. Diller, Chairman and Senior Executive of Expedia Group.
Dividend Policy
In 2020 and 2019, the Executive Committee, acting on behalf of the Board of Directors, declared 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
Year ended December 31, 2019:
February 6, 2019$0.32 March 7, 2019$47 March 27, 2019
May 1, 20190.32 May 23, 201948 June 13, 2019
July 24, 20190.34 August 22, 201950 September 12, 2019
November 6, 20190.34 November 19, 201950 December 12, 2019
During 2020, we paid $75 million (or $62.47 per share of Series A Preferred Stock) of dividends on the Series A Preferred Stock. During the second quarter of 2020, we suspended quarterly dividends on our common stock. We do not expect to declare future dividends on our common stock, at least until the current economic and operating environment improves.
Declaration and payment of future dividends, if any, is at the discretion of the Board of Directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, share dilution management, legal risks, tax policies, capital requirements relating to research and development, investments and acquisitions, challenges to our business model and other factors that the Board of Directors may deem relevant. In addition, our credit agreement limits our ability to pay cash dividends under certain circumstances.
28
Unregistered Sales of Equity Securities
During the quarter ended December 31, 2020, we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.
Issuer Purchases of Equity Securities
We did not make any purchases of our outstanding common stock during the quarter ended December 31, 2020.
During 2019, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock and, during 2018, authorized a repurchase of up to 15 million shares of our common stock. As of December 31, 2020, there were approximately 23.3 million shares remaining under the 2018 and 2019 repurchase authorizations. There is no fixed termination date for the repurchases.
Performance Comparison Graph
The graph shows a five-year comparison of cumulative total return, calculated on a dividend reinvested basis, for Expedia Group common stock, the NASDAQ Composite Index, the RDG (Research Data Group) Internet Composite Index and the S&P 500. The graph assumes an investment of $100 in each of the above on December 31, 2015. The stock price performance shown in the graph is not necessarily indicative of future price performance.
expe-20201231_g1.jpg

29
Part II. Item 6. Selected Financial Data
We have derived the following selected financial data presented below from the consolidated financial statements and related notes. The information set forth below is not necessarily indicative of future results and should be read in conjunction with the consolidated financial statements and related notes and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
SELECTED FINANCIAL DATA
 Year Ended December 31,
 20202019201820172016
 (in millions, except for share and per share data)
Consolidated Statements of Operations Data:
Revenue$5,199 $12,067 $11,223 $10,060 $8,774 
Operating income (loss)(2,719)903 714 625 462 
Net income (loss) attributable to Expedia Group, Inc. common stockholders(2,687)565 406 378 282 
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:
Basic$(19.00)$3.84 $2.71 $2.49 $1.87 
Diluted(19.00)3.77 2.65 2.42 1.82 
Shares used in computing earnings (loss) per share (000's):
Basic141,414 147,194 149,961 151,619 150,367 
Diluted141,414 149,884 152,889 156,385 154,517 
Dividends declared per common share$0.34 $1.32 $1.24 $1.16 $1.00 
 December 31,
 20202019201820172016
Consolidated Balance Sheet Data:
Working capital (deficit)$228 $(2,979)$(2,863)$(2,339)$(2,677)
Total assets18,690 21,416 18,033 18,516 15,778 
Senior notes debt(1)
8,216 4,938 3,717 4,249 3,159 
Non-redeemable non-controlling interest1,494 1,569 1,547 1,606 1,561 
Total stockholders’ equity3,004 5,536 5,651 6,129 5,693 
___________________________________ 
(1)Includes current and long-term portion of senior notes.


30
Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Expedia Group's mission is to power global travel for everyone, everywhere. We believe travel is a force for good. Travel is an essential human experience that strengthens connections, broadens horizons and bridges divides. We help reduce the barriers to travel, making it easier, more enjoyable, more attainable and more accessible. We bring the world within reach for customers and partners around the globe. We leverage our supply portfolio, platform and technology capabilities across an extensive portfolio of consumer brands, and provide solutions to our business partners, to orchestrate the movement of people and the delivery of travel experiences on both a local and global basis. We make available, on a stand-alone and package basis, travel services provided by numerous lodging properties, airlines, car rental companies, activities and experiences providers, cruise lines, alternative accommodations property owners and managers, and other travel product and service companies. We also offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on our websites. For additional information about our portfolio of brands, see the disclosure set forth in Part I, Item 1, Business, under the caption “Management Overview.”
This section of this Form 10-K generally discusses the years ended December 31, 2020 and 2019 items and year over year comparisons between 2020 and 2019. Discussions of the year ended December 31, 2018 items and the year over year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. All percentages within this section are calculated on actual, unrounded numbers.
Trends
The COVID-19 pandemic, and measures to contain the virus, including government travel restrictions and quarantine orders, have had a significant negative impact on the travel industry. COVID-19 has negatively impacted consumer sentiment and consumer’s ability to travel, and many of our supply partners, particularly airlines and hotels, continue to operate at reduced service levels.
As the spread of the virus has been contained to varying degrees in certain countries, some travel restrictions have been lifted and consumers have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the declines in travel bookings and in cancellation rates compared to the March and April 2020 time period. However, travel booking volume remains significantly below prior year levels and cancellation levels remain elevated compared to pre-COVID levels.
The degree of containment of the virus, and the recovery in travel, has varied country by country. During the recovery period, there have been instances where cases of COVID-19 have started to increase again after a period of decline, which in some cases impacted the recovery of travel in certain countries. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccine against new variants of the virus, may contribute to delays in economic recovery. COVID-19 has also had broader economic impacts, including an increase in unemployment levels and reduction in economic activity, which could lead to recession and further reduction in consumer or business spending on travel activities, which may negatively impact the timing and level of a recovery in travel demand. Broader, sustained negative economic impacts could also put strain on our suppliers, business and service partners which increases the risk of credit losses and service level or other disruptions.
Our financial and operating results for 2020 were significantly impacted due to the decrease in travel demand related to COVID-19. We expect the impact to the overall travel market, and our business, to continue into 2021. 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.
Additionally, further health-related events, political instability, geopolitical conflicts, acts of terrorism, significant fluctuations in currency values, sovereign debt issues, and natural disasters, are examples of other events that could have a negative impact on the travel industry in the future.
Prior to the onset of COVID-19, we began to execute a cost savings initiative aimed at simplifying the organization and increasing efficiency. Following the onset of COVID-19, we accelerated execution on several of these cost savings initiatives and took additional actions to reduce costs to help mitigate the impact to demand from COVID-19 and reduce our monthly cash usage. While some cost actions during COVID-19 are temporary and intended to minimize cash usage during this disruption, we expect to continue to benefit from the majority of the savings when business conditions return to more normalized levels. Overall, we now expect annualized run-rate fixed cost savings of $700 to $750 million, and we continue to evaluate additional opportunities to increase efficiency and improve operational effectiveness across the Company. In addition to the actions to reduce fixed costs, we are executing initiatives to reduce certain variable costs and improve our marketing efficiency.
31
As a result of these cost savings initiatives, we expect Adjusted EBITDA margins to increase compared to historical levels when revenue returns to more normalized levels.
For additional information about our business strategy for Expedia Group, see the disclosure set forth in Part I, Item 1, Business, under the caption “Marketing Opportunity and Business Strategy.”
Online Travel
Increased usage and familiarity with the internet are driving rapid growth in online penetration of travel expenditures. According to Phocuswright, an independent travel, tourism and hospitality research firm, in 2019, approximately 45% of U.S. and European leisure and unmanaged corporate travel expenditures occurred online. This figure was estimated to reach approximately 50% in 2020, prior to the outbreak of COVID-19. Online penetration rates in the emerging markets, such as Asia Pacific and Latin American regions, are lagging behind that of the United States and Europe. These penetration rates increased over the past few years, and are expected to continue growing, which presents an attractive growth opportunity for our business, while also attracting many competitors to online travel. This competition intensified in recent years, and the industry is expected to remain highly competitive for the foreseeable future. In addition to the growth of online travel agencies, we see increased interest in the online travel industry from search engine companies such as Google, evidenced by continued product enhancements, including new trip planning features for users and the integration of its various travel products into the Google Travel offering, as well as further prioritizing its own products in search results. Competitive entrants such as “metasearch” companies, including Kayak.com (owned by Booking Holdings), trivago (in which Expedia Group owns a majority interest) as well as TripAdvisor, introduced differentiated features, pricing and content compared with the legacy online travel agency companies, as well as various forms of direct or assisted booking tools. Further, airlines and lodging companies are aggressively pursuing direct online distribution of their products and services. In addition, the increasing popularity of the “sharing economy,” accelerated by online penetration, has had a direct impact on the travel and lodging industry. Businesses such as Airbnb, Vrbo (previously HomeAway, which Expedia Group acquired in December 2015) and Booking.com (owned by Booking Holdings) have emerged as the leaders, bringing incremental alternative accommodation and vacation rental inventory to the market. Many other competitors, including vacation rental metasearch players, continue to emerge in this space, which is expected to continue to grow as a percentage of the global accommodation market. Finally, traditional consumer ecommerce and group buying websites expanded their local offerings into the travel market by adding hotel offers to their websites.
The online travel industry also saw the development of alternative business models and variations in the timing of payment by travelers and to suppliers, which in some cases place pressure on historical business models. In particular, the agency hotel model saw rapid adoption in Europe. Expedia Group facilitates both merchant (Expedia Collect) and agency (Hotel Collect) hotel offerings with our hotel supply partners through both agency-only contracts as well as our hybrid ETP program, which offers travelers the choice of whether to pay Expedia Group at the time of booking or pay the hotel at the time of stay.
We have recently shifted to managing our marketing investments holistically across the brand portfolio in our Retail segment to optimize results for the Company, and making decisions on a market by market and customer segment basis that we think are appropriate based on the relative growth opportunity, the expected returns and the competitive environment. Over time, intense competition historically led to aggressive marketing efforts by the travel suppliers and intermediaries, and a meaningful unfavorable impact on our overall marketing efficiencies and operating margins. During 2020, we have increased our focus on opportunities to differentiate brands across customer and geographic segments, increase marketing efficiency, drive a higher proportion of transactions through direct channels and ultimately improve the balance of transaction growth and profitability. For more detail, see Part I, Item 1A, Risk Factors - "We rely on the value of our brands, and the costs of maintaining and enhancing our brand awareness are increasing” and “Our international operations involve additional risks and our exposure to these risks will increase as our business expands globally.”
Lodging
Lodging includes hotel accommodations and alternative accommodations. As a percentage of our total worldwide revenue in 2020, lodging accounted for 78%. As a result of the impact on travel demand from the COVID-19 outbreak, room nights declined 55% in 2020 as compared to growth of 11% in 2019 and 13% in 2018. The timing of recovery in consumer sentiment on travel and on staying at hotels will be a factor in our level of room night growth, and as noted above, we expect that to vary by country. Average Daily Rates (“ADRs”) for rooms booked on Expedia Group websites increased 5% in 2018, decreased 1% in 2019, and increased 3% in 2020. During 2020, the year-over-year increase in ADRs for our Vrbo business remained elevated compared to years prior to the COVID-19 outbreak and Vrbo, which carries a higher ADR than hotels, accounted for a higher percentage of room nights due to the faster recovery in alternative accommodations during this period. This was partially offset by declines in hotel ADRs.
The uncertain environment related to COVID-19, and the potential for a higher degree of discounting activity due to the lower travel demand, could result in continued hotel ADR declines for a period of time. Similarly, fluctuations in supply and
32
demand for alternative accommodations, could impact ADRs for Vrbo. In addition, travel restrictions and shift in consumer behavior during COVID-19 that impact the mix of our lodging bookings across geographies and types of accommodations could impact total ADRs. Given these dynamics, it is difficult to predict ADR trends in the near-term.
As of December 31, 2020, our global lodging marketplace had over 2.9 million lodging properties available, including over 2 million online bookable alternative accommodations listings and approximately 880,000 hotels.
Hotel. We generate the majority of our revenue through the facilitation of hotel reservations (stand-alone and package bookings). After rolling out ETP globally over a period of several years, during which time we reduced negotiated economics in certain instances to compensate for hotel supply partners absorbing expenses such as credit card fees and customer service costs, our relationships and overall economics with hotel supply partners have been broadly stable in recent years. As we continue to expand the breadth and depth of our global hotel offering, in some cases we have reduced our economics in various geographies based on local market conditions. These impacts are due to specific initiatives intended to drive greater global size and scale through faster overall room night growth. Additionally, increased promotional activities such as growing loyalty programs contribute to declines in revenue per room night and profitability.
Since our hotel supplier agreements are generally negotiated on a percentage basis, any increase or decrease in ADRs has an impact on the revenue we earn per room night. Over the course of the last several years, occupancies and ADRs in the lodging industry generally increased on a currency-neutral basis in a gradually improving overall travel environment. However, with certain travel restrictions and quarantine orders implemented due to COVID-19, current occupancy rates for hotels in the United States are at significantly reduced levels and ADRs could decline for a period of time. In addition, other factors could pressure ADR trends, including the continued growth in hotel supply in recent years and the increase in alternative accommodation inventory. Further, while the global lodging industry remains very fragmented, there has been consolidation in the hotel space among chains as well as ownership groups. In the meantime, certain hotel chains have been focusing on driving direct bookings on their own websites and mobile applications by advertising lower rates than those available on third-party websites as well as incentives such as loyalty points, increased or exclusive product availability and complimentary Wi-Fi.
Alternative Accommodations. With our acquisition of Vrbo (previously HomeAway) and all of its brands in December 2015, we expanded into the fast growing alternative accommodations market. Vrbo is a leader in this market and represents an attractive growth opportunity for Expedia Group. Vrbo has transitioned from a listings-based classified advertising model to an online transactional model that optimizes for both travelers and homeowner and property manager partners, with a goal of increasing monetization and driving growth through investments in marketing as well as in product and technology. Vrbo offers hosts subscription-based listing or pay-per-booking service models. It also generates revenue from a traveler service fee for bookings. In addition, we have actively moved to integrate Vrbo listings into our global Retail services, as well as directly add alternative accommodation listings to our offerings, to position our key global brands to offer a full range of lodging options for consumers.
Air
The airline industry has been dramatically impacted by COVID-19. As a result of the significantly reduced air travel demand due to government travel restrictions and the impact on consumer sentiment related to COVID-19, airlines have been operating with less capacity and passenger traffic has declined significantly. During the third and fourth quarter of 2020, air passenger traffic declines further moderated and remained stable, but continue to lag the recover in lodging bookings. The recovery in air travel remains difficult to predict, and may not correlate with the recovery in lodging demand. According to the Transportation Security Administration (“TSA”), air traveler 7-day average throughput declined 95% in April 2020 compared to prior year levels. The declines moderated to down 73% in mid-July 2020 and have largely stabilized in the 60 to 65% range since mid-October. In addition, as of late November, the International Air Transport Association (“IATA”) expected airline passenger traffic to increase approximately 55% in 2021 compared to 2020 levels, representing a decline of nearly 40% compared to 2019 levels.
In addition, there is significant correlation between airline revenue and fuel prices, and fluctuations in fuel prices generally take time to be reflected in air revenue. Given current volatility, it is uncertain how fuel prices could impact airfares. We could encounter pressure on air remuneration as air carriers combine, certain supply agreements renew, and as we continue to add airlines to ensure local coverage in new markets.
Air ticket volumes increased 5% in 2018 and 7% in 2019, and declined 63% in 2020. As a percentage of our total worldwide revenue in 2020, air accounted for 2%.
Advertising & Media
Our advertising and media business is principally driven by revenue generated by trivago, a leading hotel metasearch website, and Expedia Group Media Solutions, which is responsible for generating advertising revenue on our global online travel brands. In 2020, we generated $405 million of advertising and media revenue, a 63% decline from 2019, representing 8% of our total worldwide revenue. Given the decline in travel demand related to COVID-19, online travel agencies have
33
dramatically reduced marketing spend, including on trivago, and given the uncertain duration and impact of COVID-19 it is difficult to predict when spend will recover to normalized levels. In response, trivago has significantly reduced its marketing spend and taken additional actions to lower operating expenses. We expect trivago to continue to experience significant pressure on revenue and profit until online travel agencies and other hotel suppliers begin to see consumer demand that warrants an increase in marketing spend.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future.
Due to COVID-19, which led to significant cancellations for future travel during the first half of 2020, and has impacted new travel bookings for the majority of 2020, we have not experienced our typical seasonal pattern for bookings, revenue and profit during the past year. In addition, with the lower new bookings and elevated cancellations in the merchant business model, our typical, seasonal working capital source of cash has been significantly disrupted resulting in the Company experiencing unfavorable working capital trends and material negative cash flow during the first half of 2020 when we typically generate significant positive cash flow. Seasonal trends were more normalized during the second half of the year, but it is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. In addition, we continue to experience shorter booking windows in our lodging businesses, which could also impact the seasonality of our working capital and cash flow.
Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that we believe are important in the preparation of our consolidated financial statements because they require that we use judgment and estimates in applying those policies. We prepare our consolidated financial statements and accompanying notes in accordance with generally accepted accounting principles in the United States (“GAAP”). Preparation of the consolidated financial statements and accompanying notes requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during the periods reported. We base our estimates on historical experience, where applicable, and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions.
There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if:
•It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and
•Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.
For more information on each of these policies, see NOTE 2 — Significant Accounting Policies, in the notes to consolidated financial statements. We discuss information about the nature and rationale for our critical accounting estimates below.
34
Accounting for Certain Merchant Revenue
We accrue the cost of certain merchant revenue based on the amount we expect to be billed by suppliers. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Actual revenue could be greater or less than the amounts estimated due to changes in hotel billing practices or changes in traveler behavior.
Deferred Loyalty Rewards
We offer certain internally administered traveler loyalty programs to our customers, such as our Hotels.com Rewards program, our Expedia Rewards program and our Orbitz Rewards program. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 40 Brand Expedia websites. Orbitz Rewards allows travelers to earn Orbucks, the currency of Orbitz Rewards, on flights, hotels and vacation packages and instantly redeem those Orbucks on future bookings at various hotels worldwide. As travelers accumulate points towards free travel products, we defer the relative standalone selling price of earned points, net of expected breakage, as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet. In order to estimate the standalone selling price of the underlying services on which points can be redeemed for all loyalty programs, we use an adjusted market assessment approach and consider the redemption values expected from the traveler. We then estimate the number of rewards that will not be redeemed based on historical activity in our members' accounts as well as statistical modeling techniques. Revenue is recognized when we have satisfied our performance obligation relating to the points, that is when the travel service purchased with the loyalty award is satisfied. Both the actual standalone selling price of the underlying services and ultimate redemption rates could differ materially from our estimates due to a number of factors, including fluctuations in reward value, product utilization and divergence from historical member behavior.
Recoverability of Goodwill and Indefinite and Definite-Lived Intangible Assets
Goodwill. We assess goodwill for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. During 2020, as a result of the significant turmoil related to COVID-19, we concluded that sufficient indicators existed to require us to perform multiple interim impairment assessments. In the evaluation of goodwill for impairment, we typically perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit's carrying amount over its fair value. Periodically, we may choose to perform a qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired.
We generally base our measurement of fair value of reporting units, 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 estimate for 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.
35
Indefinite-Lived Intangible Assets. We base our measurement of fair value of indefinite-lived intangible assets, which primarily consist of trade name and trademarks, using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital.
Definite-Lived Intangible Assets. We review the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
The use of different estimates or assumptions in determining the fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in a materially different impairment charge.
For additional information on our goodwill and intangible asset impairments recorded in 2020, see NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements.
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. The ultimate resolution of these tax positions may be greater or less than the liabilities recorded.
Other Long-Term Liabilities
Various Legal and Tax Contingencies. We record liabilities to address potential exposures related to business and tax positions we have taken that have been or could be challenged by taxing authorities. In addition, we record liabilities associated with legal proceedings and lawsuits. These liabilities are recorded when the likelihood of payment is probable and the amounts can be reasonably estimated. The determination for required liabilities is based upon analysis of each individual tax issue, or legal proceeding, taking into consideration the likelihood of adverse judgments and the range of possible loss. In addition, our analysis may be based on discussions with outside legal counsel. The ultimate resolution of these potential tax exposures and legal proceedings may be greater or less than the liabilities recorded.
Occupancy and Other Taxes. Some states and localities impose taxes (e.g. transient occupancy, accommodation tax, sales tax and/or business privilege tax) on the use or occupancy of hotel accommodations or other traveler services. Generally, hotels collect taxes based on the rate paid to the hotel and remit these taxes to the various tax authorities. When a customer books a room through one of our travel services, we collect a tax recovery charge from the customer which we pay to the hotel. We
36
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 pay such taxes. A limited number of taxing jurisdictions have made similar claims against Vrbo for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on Vrbo’s services. Vrbo is an intermediary between a traveler and a party renting an alternative accommodations property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. Certain jurisdictions may require us to pay tax assessments, including occupancy and other transactional tax assessments, prior to contesting any such assessments.
We have established a reserve for the potential settlement of issues related to hotel occupancy and other tax litigation for prior and current periods, consistent with applicable accounting principles and in light of all current facts and circumstances. A variety of factors could affect the amount of the liability (both past and future), which factors include, but are not limited to, the number of, and amount of revenue represented by, jurisdictions that ultimately assert a claim and prevail in assessing such additional tax or negotiate a settlement and changes in relevant statutes.
We note that there are more than 10,000 taxing jurisdictions in the United States, and it is not feasible to analyze the statutes, regulations and judicial and administrative rulings in every jurisdiction. Rather, we have obtained the advice of state and local tax experts with respect to tax laws of certain states and local jurisdictions that represent a large portion of our hotel revenue. Many of the statutes and regulations that impose these taxes were established before the emergence of the internet and ecommerce. Certain jurisdictions have enacted, and others may enact, legislation regarding the imposition of taxes on businesses that facilitate the booking of hotel or alternative accommodations. We continue to work with the relevant tax authorities and legislators to clarify our obligations under new and emerging laws and regulations. We will continue to monitor the issue closely and provide additional disclosure, as well as adjust the level of reserves, as developments warrant. Additionally, certain of our businesses are involved in tax related litigation, which is discussed in Part I, Item 3, Legal Proceedings.
New Accounting Pronouncements
For a discussion of new accounting pronouncements, see NOTE 2 — Significant Accounting Policies in the notes to consolidated financial statements.
Occupancy and Other Taxes
We are currently involved in nine lawsuits brought by or against states, cities and counties over issues involving the payment of hotel occupancy and other taxes. We continue to defend these lawsuits vigorously. With respect to the principal claims in these matters, we believe that the statutes and/or ordinances at issue do not apply to us or the services we provide, namely the facilitation of travel planning and reservations, and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes and ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations.
For additional information and other recent developments on these and other legal proceedings, see Part I, Item 3, Legal Proceedings.
We have established a reserve for the potential settlement of issues related to hotel occupancy and other tax litigation, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $58 million as of December 31, 2020 and $48 million as of December 31, 2019.
Certain jurisdictions, including without limitation the states of New York, New Jersey, North Carolina, Minnesota, Oregon, Rhode Island, Maryland, Pennsylvania, Hawaii, Iowa, Massachusetts, Arizona, Wisconsin, Idaho, Arkansas, Indiana, Maine, Nebraska, Vermont, the city of New York, and the District of Columbia, have enacted legislation seeking to tax online travel company services as part of sales or other taxes for hotel and/or other accommodations and/or car rental. In addition, in certain jurisdictions, we have entered into voluntary collection agreements pursuant to which we have agreed to voluntarily collect and remit taxes to state and/or local taxing jurisdictions. We are currently remitting taxes to a number of jurisdictions, including without limitation the states of New York, New Jersey, South Carolina, North Carolina, Minnesota, Georgia, Wyoming, West Virginia, Oregon, Rhode Island, Montana, Maryland, Kentucky, Maine, Pennsylvania, Hawaii, Iowa, Massachusetts, Arizona, Wisconsin, Idaho, Arkansas, Indiana, Nebraska, Vermont, the city of New York and the District of Columbia, as well as certain other jurisdictions.
37
Pay-to-Play
Certain jurisdictions may assert that we are required to pay any assessed taxes prior to being allowed to contest or litigate the applicability of the ordinances. This prepayment of contested taxes is referred to as “pay-to-play.” Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously. If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts and also may be required to pay interest. However, any significant pay-to-play payment or litigation loss could negatively impact our liquidity. For additional information, see NOTE 15 — Commitments and Contingencies - Legal Proceedings - Pay-to-Play in the notes to the consolidated financial statements.
Other Jurisdictions. We are also in various stages of inquiry or audit with various tax authorities, some of which, including 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.
Segments
Beginning in the first quarter of 2020, we have the following reportable segments: Retail, B2B, and trivago. Our Retail segment provides a full range of travel and advertising services to our worldwide customers through a variety of consumer brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Vrbo, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com, CruiseShipCenter and Classic Vacations. Our B2B segment is comprised of our Expedia Business Services organization including Expedia Partner Solutions, which offers private label and co-branded products to make travel services available to travelers through third-party company branded websites, and Egencia, a full-service travel management company that provides travel services to businesses and their corporate customers. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites.
Operating Metrics
Our operating results are affected by certain metrics, such as gross bookings and revenue margin, which we believe are necessary for understanding and evaluating us. Gross bookings generally represent the total retail value of transactions booked for agency and merchant transactions, recorded at the time of booking reflecting the total price due for travel by travelers, including taxes, fees and other charges, and are reduced for cancellations and refunds. Revenue margin is defined as revenue as a percentage of gross bookings.

Gross Bookings and Revenue Margin
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Gross Bookings
Gross bookings$36,796 $107,873 $99,727 (66)%8 %
Revenue margin (1)
14.1 %11.2 %11.3 %
___________________________________
(1)trivago, which is comprised of a hotel metasearch business that differs from our transaction-based websites, does not have associated gross bookings or revenue margin. However, third-party revenue from trivago is included in revenue used to calculate total revenue margin.
The decrease in worldwide gross bookings in 2020 compared to 2019 was driven by the COVID-19 pandemic and the associated reduction in travel demand with declines across lodging, air and other travel products in the current year.
Revenue margin in 2020 was higher than 2019 due in part to the significant lodging cancellations, which reduced gross bookings, creating an unusual mix of bookings and revenue in the year. Current period revenue margins are not indicative of our future expectations.
38
Results of Operations
Revenue
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Revenue by Segment
Retail$3,993 $8,808 $8,389 (55)%5 %
B2B942 2,579 2,143 (64)%20 %
trivago (Third-party revenue)205 622 691 (67)%(10)%
Corporate (Bodybuilding.com)59 58 — 4 %N/A
Total revenue$5,199 $12,067 $11,223 (57)%8 %
Similar to the gross bookings decline, revenue decreased 57% in 2020 compared to 2019 driven by the COVID-19 pandemic across all segments and lodging, air and other travel products.
Year Ended December 31, % Change
2020201920182020 vs 20192019 vs 2018
($ in millions)  
Revenue by Service Type
Lodging$4,051 $8,362 $7,597 (52)%10 %
Air105 869 881 (88)%(1)%
Advertising and media(1)
405 1,104 1,103 (63)%— %
Other638 1,732 1,642 (63)%5 %
Total revenue$5,199 $12,067 $11,223 (57)%8 %
___________________________________

(1)Includes third-party revenue from trivago as well as our transaction-based websites.
Lodging revenue decreased 52% in 2020 on a 55% decrease in room nights stayed, partially offset by a 9% increase in revenue per room night. Revenue per room night in 2020 benefited from an increase in the percentage of room nights contributed by Vrbo, which has a higher revenue per room night than the rest of our lodging business, and transaction revenue related to Vrbo's transition to merchant of record.
Air revenue decreased 88% in 2020 reflecting a 63% decline in tickets sold and a 67% decrease in revenue per ticket. The decline in revenue per ticket was primarily related to a shift in product mix.
Advertising and media revenue decreased 63% in 2020 due to declines at trivago and Expedia Group Media Solutions.
All other revenue, which includes car rental, insurance, destination services, fees related to our corporate travel business and revenue related to Bodybuilding.com (during the period of our ownership of July 2019 to May 2020), decreased by 63% in 2020 resulting from declines in insurance, driven by the adverse impact of contra-revenue related to customer claims created during COVID-19 with third-party insurance, as well as declines in car and corporate travel business revenue.
In addition to the above segment and product revenue discussion, our revenue by business model is as follows:
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Revenue by Business Model
Merchant$3,261 $6,763 $6,125 (52)%10 %
Agency1,267 3,882 3,701 (67)%5 %
Advertising, media and other671 1,422 1,397 (53)%2 %
Total revenue$5,199 $12,067 $11,223 (57)%8 %
39
The decrease in merchant revenue in 2020 was primarily due to the decrease in merchant hotel revenue driven by a decrease in room nights stayed and lower insurance revenue, partially offset by an increase in Vrbo merchant alternative accommodations revenue driven by Vrbo's transition to merchant of record.
The decrease in agency revenue in 2020 was primarily due to the decline in agency hotel and air as well as Vrbo agency alternative accommodations revenue.
Advertising, media and other decreased 53% in 2020 compared to 2019 due to declines in advertising revenue.
Cost of Revenue
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Direct costs$1,155 $1,452 $1,270 (20)%14 %
Personnel and overhead525 625 594 (16)%5 %
Total cost of revenue
$1,680 $2,077 $1,864 (19)%11 %
% of revenue32.3 %17.2 %16.6 %
Cost of revenue primarily consists of direct costs to support our customer operations, including our customer support and telesales as well as fees to air ticket fulfillment vendors; credit card processing, including merchant fees, fraud and chargebacks; and other costs, primarily including data center and cloud costs to support our websites, supplier operations, destination supply, certain transactional level taxes, costs related to Bodybuilding.com during our period of ownership as well as related personnel and overhead costs, including stock-based compensation.
Cost of revenue decreased $397 million during 2020 compared to 2019, primarily due to a decline in merchant fees resulting from lower transaction volumes, a decline in customer service and personnel costs, and lower cloud expenses, partially offset by higher payment processing costs related to Vrbo’s transition to merchant of record and higher bad debt reserves related to future collection risk from the impact of COVID-19.

Selling and Marketing
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Direct costs$1,747 $5,043 $4,670 (65)%8 %
Indirect costs799 1,035 1,051 (23)%(2)%
Total selling and marketing
$2,546 $6,078 $5,721 (58)%6 %
% of revenue49.0 %50.4 %51.0 %
Selling and marketing expense primarily relates to direct costs, including traffic generation costs from search engines and internet portals, television, radio and print spending, private label and affiliate program commissions, public relations and other costs. The remainder of the expense relates to indirect costs, including personnel and related overhead in our various brands and global supply organization as well as stock-based compensation costs.
Selling and marketing expenses decreased $3.5 billion during 2020 compared to 2019 driven by a decrease in direct costs driven by a significant reduction in marketing spend starting in March 2020 and continuing throughout 2020 related to the impact on travel demand from COVID-19. The decrease in indirect costs was due to lower personnel and related costs, including lower incentive compensation costs resulting from the shift away from cash bonuses in 2020 to equity that will vest in 2021.
40
Technology and Content
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Personnel and overhead$726 $927 $869 (22)%7 %
Other284 299 253 (5)%18 %
Total technology and content
$1,010 $1,226 $1,122 (18)%9 %
% of revenue19.4 %10.2 %10.0 %
Technology and content expense includes product development and content expense, as well as information technology costs to support our infrastructure, back-office applications and overall monitoring and security of our networks, and is principally comprised of personnel and overhead, including stock-based compensation, as well as other costs including cloud expense and licensing and maintenance expense.
Technology and content expense decreased $216 million for 2020 compared to 2019 primarily reflecting lower personnel and related costs, including lower incentive compensation costs.
General and Administrative
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Personnel and overhead$434 $601 $573 (28)%5 %
Professional fees and other163 214 201 (24)%7 %
Total general and administrative
$597 $815 $774 (27)%5 %
% of revenue11.5 %6.8 %6.9 %
General and administrative expense consists primarily of personnel-related costs, including our executive leadership, finance, legal and human resource functions and related stock-based compensation, as well as fees for external professional services.
General and administrative expense decreased $218 million in 2020 compared to 2019 mainly driven by lower personnel costs, including lower incentive compensation costs, lower professional fees and lower stock-based compensation of $34 million in part due to the fourth quarter of 2019 acceleration of expense related to the departure of our former CEO.
Depreciation and Amortization
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Depreciation$739 $712 $676 4 %5 %
Amortization of intangible assets154 198 283 (22)%(30)%
Total depreciation and amortization$893 $910 $959 (2)%(5)%

Depreciation increased $27 million in 2020 compared to 2019 due to depreciation related to our new headquarters and higher internal-use software and website development depreciation, partially offset by lower data center depreciation. Amortization of intangible assets decreased $44 million in 2020 compared to 2019 primarily due to the completion of amortization related to certain intangible assets as well as the impact of definite-lived intangible impairments in the current year.
Impairment of Goodwill and Intangible Assets

During 2020, as a result of the significant negative impact related to the COVID-19, which has had a severe effect on the entire global travel industry, we recognized goodwill impairment charges of $799 million as well as intangible asset impairment charges of $175 million. See NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements for further information.
41
Legal Reserves, Occupancy Tax and Other
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Legal reserves, occupancy tax and other$(13)$34 $(59)(138)%N/A
Legal reserves, occupancy tax and other primarily consists of increases in our reserves for court decisions and the potential and final settlement of issues related to hotel occupancy and other taxes, expenses recognized related to monies paid in advance of occupancy and other tax proceedings (“pay-to-play”) as well as certain other legal reserves.
During 2020, we recorded a $25 million gain in relation to a legal settlement, which was partially offset by changes in our reserves related to occupancy and other matters.
During 2019, we received a $10 million refund of prepaid pay-to-play amounts from the State of Hawaii in connection with the general excise tax litigation resulting in a corresponding benefit during the period, which nets down increases in reserves for occupancy tax and other matters.
For additional information, see NOTE 15 — Commitments and Contingencies in the notes to the consolidated financial statements.
Restructuring and Related Reorganization Charges
In late February 2020, we committed to restructuring actions intended to simplify our businesses and improve operational efficiencies, which have resulted in headcount reductions, and, subsequently in 2020, the Company accelerated further actions to adapt our business to the current environment. As a result, we recognized $231 million in restructuring and related reorganization charges during 2020. Based on current plans, which are subject to change, we expect total reorganization charges in 2021 of approximately $60 million. However, we continue to actively evaluate additional cost reduction efforts and should we make decisions in future periods to take further actions we will incur additional reorganization charges.
We also engaged in certain smaller scale restructure actions in 2019 to centralize and migrate certain operational functions and systems, for which we recognized $24 million in restructuring and related reorganization charges during 2019, which were primarily related to severance, benefits and professional fees.

Operating Income (Loss)
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Operating income (loss)$(2,719)$903 $714 N/A26 %
% of revenue(52.3)%7.5 %6.4 %
In 2020, we had operating loss of $2.7 billion compared to operating income of $903 million in 2019 primarily due to significant declining revenue in 2020 resulting from the COVID-19 pandemic as well as the goodwill and intangible impairments and restructure charges mentioned above.
Adjusted EBITDA by Segment
Year ended December 31, % Change
2020201920182020 vs 20192019 vs 2018
($ in millions)
Retail$254 $2,121 $2,088 (88)%2 %
B2B(208)447 341 N/A31 %
trivago(14)85 16 N/A447 %
Unallocated overhead costs (Corporate)(1)
(400)(519)(475)(23)%9 %
   Total Adjusted EBITDA(2)
$(368)$2,134 $1,970 N/A8 %
______________________________________
(1) Includes immaterial operating results of Bodybuilding.com subsequent to our acquisition in July 2019 through its sale in May 2020.
42
(2) Adjusted EBITDA is a non-GAAP measure. See "Definition and Reconciliation of Adjusted EBITDA" below for more    information.
Adjusted EBITDA is our primary segment operating metric. See NOTE 19 — Segment Information in the notes to the consolidated financial statements for additional information on intersegment transactions, unallocated overhead costs and for a reconciliation of Adjusted EBITDA by segment to net income (loss) attributable to Expedia Group, Inc. for the periods presented above.
Our Retail, B2B and trivago segment Adjusted EBITDA significantly declined during 2020, compared to 2019, resulting from impacts of the COVID-19 pandemic, which drove meaningful revenue declines, partially offset by a decline in direct sales and marketing expense as a percent of revenue. Unallocated overhead costs decreased $119 million during 2020 primarily due to lower general and administrative expenses.
Retail Adjusted EBITDA increased $33 million during 2019, compared to 2018 primarily due to an increase in revenue, partially offset by higher operating expenses, including an increase in direct sales and marketing expense.
B2B Adjusted EBITDA increased $106 million during 2019, compared to 2018 primarily due to an increase in revenue as well as leverage on operating expenses.
trivago Adjusted EBITDA increased $69 million during 2019, compared to 2018. Beginning late in the second quarter of 2018, trivago started focusing on improved profitability and made significant reductions in its advertising spend as a result of this increased focus on reducing operating expenditures. The negative marketing spend adversely impacted revenue growth, while benefiting profitability. This trend continued in 2019.
Unallocated overhead costs increased $44 million during 2019, compared to 2018 primarily due to higher general and administrative expenses as well as technology expenses.
Interest Income and Expense
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Interest income$18 $59 $71 (69)%(17)%
Interest expense(360)(173)(190)108 %(9)%
Interest income decreased in 2020 compared to 2019 as a result of lower rates of return.
Interest expense increased in 2020 compared to 2019 as a result of additional interest on the $1.25 billion senior unsecured notes issued in September 2019, the $2.75 billion senior unsecured notes issued in May 2020, the $1.25 billion senior unsecured notes issued in July 2020 as well as interest expense on our outstanding revolving credit facility amounts during 2020.
Other, Net
Other, net is comprised of the following:
 Year ended December 31,
 202020192018
 (In millions)
Foreign exchange rate gains (losses), net$71 $(34)$3 
Gains (losses) on minority equity investments, net(142)8 (111)
Loss on sale of businesses, net(13)— — 
Other(6)12 (2)
Total other, net$(90)$(14)$(110)
During 2020, losses on minority equity investments, net included $134 million of impairment losses related to a minority investment as well as $6 million of mark-to-market losses related to our publicly traded marketable equity investment, Despegar. See NOTE 3 — Fair Value Measurements in the notes to the consolidated financial statements for further information.
43
Provision for Income Taxes
 Year ended December 31, % Change
 2020201920182020 vs 20192019 vs 2018
 ($ in millions)  
Provision for income taxes$(423)$203 $87 N/A131 %
Effective tax rate13.4 %26.2 %18.1 %
Our effective tax rate for 2020 was lower than the 21% federal statutory income tax rate due to valuation allowances and nondeductible impairments measured against a pre-tax loss. Our effective tax rate for 2019 was higher than the 21% federal statutory income tax rate due to state income taxes, foreign income taxed at higher than the federal statutory tax rate, as well as losses in foreign jurisdictions for which we do not record a tax benefit.
We are subject to taxation in the United States and foreign jurisdictions. Our income tax filings are regularly examined by federal, state and foreign tax authorities. During the fourth quarter of 2019, the Internal Revenue Service (“IRS”) issued final adjustments related to transfer pricing with our foreign subsidiaries for our 2011 to 2013 tax years. The proposed adjustments would increase our U.S. taxable income by $696 million, which would result in federal tax of approximately $244 million, subject to interest. We do not agree with the position of the IRS. We filed a protest with the IRS for our 2011 to 2013 tax years and Appeals returned our case to Exam for further review. We are also under examination by the IRS for our 2014 to 2016 tax years. Subsequent years remain open to examination by the IRS. We do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years.
For additional information, see NOTE 10 — Income Taxes in the notes to the consolidated financial statements.
Definition and Reconciliation of Adjusted EBITDA
We report Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles ("GAAP"). Adjusted EBITDA is among the primary metrics by which management evaluates the performance of the business and on which internal budgets are based. Management believes that investors should have access to the same set of tools that management uses to analyze our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP. Adjusted EBITDA has certain limitations in that it does not take into account the impact of certain expenses to our consolidated statements of operations. We endeavor to compensate for the limitation of the non-GAAP measure presented by also providing the most directly comparable GAAP measure and a description of the reconciling items and adjustments to derive the non-GAAP measure. Adjusted EBITDA also excludes certain items related to transactional tax matters, which may ultimately be settled in cash, and we urge investors to review the detailed disclosure regarding these matters included above, in the Legal Proceedings section, as well as the notes to the financial statements. The non-GAAP financial measure used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
Adjusted EBITDA is defined as net income (loss) attributable to Expedia Group, Inc. adjusted for (1) net income (loss) attributable to non-controlling interests; (2) provision for income taxes; (3) total other expenses, net; (4) stock-based compensation expense, including compensation expense related to certain subsidiary equity plans; (5) acquisition-related impacts, including (i) amortization of intangible assets and goodwill and intangible asset impairment, (ii) gains (losses) recognized on changes in the value of contingent consideration arrangements, if any, and (iii) upfront consideration paid to settle employee compensation plans of the acquiree, if any; (6) certain other items, including restructuring; (7) items included in legal reserves, occupancy tax and other; (8) that portion of gains (losses) on revenue hedging activities that are included in other, net that relate to revenue recognized in the period; and (9) depreciation.
The above items are excluded from our Adjusted EBITDA measure because these items are noncash in nature, or because the amount and timing of these items is unpredictable, not driven by core operating results and renders comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA is a useful measure for analysts and investors to evaluate our future on-going performance as this measure allows a more meaningful comparison of our performance and projected cash earnings with our historical results from prior periods and to the results of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. In addition, we believe that by excluding certain items, such as stock-based compensation and acquisition-related impacts, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business and allows investors to gain an understanding of the factors and trends affecting the ongoing cash earnings capabilities of our business, from which capital investments are made and debt is serviced.
44
The reconciliation of net income (loss) attributable to Expedia Group, Inc. to Adjusted EBITDA is as follows:
Year ended December 31,
202020192018
(In millions)
Net income (loss) attributable to Expedia Group, Inc.$(2,612)$565 $406 
Net income (loss) attributable to non-controlling interests(116)7 (8)
Provision for income taxes(423)203 87 
Total other expense, net432 128 229 
Operating income (loss)(2,719)903 714 
Gain (loss) on revenue hedges related to revenue recognized61 22 25 
Restructuring and related reorganization charges231 24 — 
Legal reserves, occupancy tax and other(13)34 (59)
Stock-based compensation205 241 203 
Depreciation and amortization893 910 959 
Impairment of goodwill799 — 86 
Impairment of intangible assets175 — 42 
Adjusted EBITDA$(368)$2,134 $1,970 

Financial Position, Liquidity and Capital Resources
Our principal sources of liquidity are typically cash flows generated from operations, cash available under our revolving credit facilities as well as our cash and cash equivalents and short-term investment balances, which were $3.4 billion and $3.8 billion at December 31, 2020 and 2019.
As of December 31, 2020, the total cash and cash equivalents and short-term investments held outside the United States was $958 million ($677 million in wholly-owned foreign subsidiaries and $281 million in majority-owned subsidiaries). The amount of undistributed earnings in foreign subsidiaries where the foreign subsidiary has or will invest undistributed earnings indefinitely outside of the Unites States, and for which future distributions could be taxable, was $85 million as of December 31, 2020. The unrecognized deferred tax liability related to the U.S. federal income tax consequences of these earnings was $22 million as of December 31, 2020.
Managing our balance sheet prudently and maintaining appropriate liquidity are high priorities during the current COVID-19 pandemic. In order to best position the Company to navigate our current working capital challenges and depressed revenue throughout 2020, we have taken a number of actions to bolster our liquidity and preserve financial flexibility, including:
•Suspension of Share Repurchases. We have not repurchased any shares since our earnings call on February 13, 2020, and have suspended future share repurchases.
•Suspension of Quarterly Dividends. We do not expect to declare quarterly dividends on our common stock, at least until the current economic and operating environment improves.
•Private Equity Investment. On April 23, 2020, we entered into an investment agreement with AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc., and an investment agreement with SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P., affiliates of Silver Lake Group, L.L.C., to raise approximately $1.2 billion in gross proceeds in a private placement of shares of a newly created series of preferred stock and warrants to purchase our common stock. The transaction was completed on May 5, 2020.
•Senior Notes Issuances. On May 5, 2020, we privately placed $2 billion of unsecured 6.250% senior notes that are due in May 2025 (the “6.25% Notes”) and $750 million of unsecured 7.000% senior notes due May 2025 (the “7.0% Notes”, and, together with the 6.25% Notes, the “6.25% and 7.0% Notes”). The 7.0% notes have certain redemption provisions starting with the second anniversary of the issuance. The 6.25% and 7.0 % 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, beginning November 1, 2020. We have used and will continue to use the net proceeds of this offering for general corporate purposes, which included, but was not limited to, the repayment or redemption of our 5.95% senior notes in August 2020.
45
On July 14, 2020, we privately placed $500 million of unsecured 3.600% senior notes due December 2023 (the “3.6% Notes”) and $750 million of unsecured 4.625% senior notes due August 2027 (the “4.625% Notes” and, together with the 3.6% Notes, the “3.6% and 4.625% Notes”). The 3.6% Notes were issued at a price of 99.922% of the aggregate principal amount. Interest is payable on the 3.6% Notes semi-annually in arrears in June and December of each year, beginning December 15, 2020. The 4.625% Notes were issued at a price of 99.997% of the aggregate principal amount. Interest is payable on the 4.625% Notes semi-annually in arrears in February and August of each year, beginning February 1, 2021. We expect to use the net proceeds to redeem outstanding shares of our 9.5% Series A Preferred Stock after May 5, 2021, when the redemption premium is scheduled to decrease. Depending on business, liquidity and other trends or conditions, however, we may elect to use all or part of the proceeds for other general corporate purposes, which may include repaying, prepaying, redeeming or repurchasing other indebtedness in lieu of or pending such redemption.
•Revolving Credit Facility Updates. During March 2020, we increased our cash on hand by borrowing $1.9 billion under our then existing $2 billion revolving credit facility. This existing revolving credit facility was subsequently amended in May 2020 in connection with the issuance of the 6.25% and 7.0% Notes and private placement transaction, to, among other things, provide additional flexibility under pliable covenant provisions with the amended facility initially totaling $2 billion and mature on May 31, 2023 (“Amended Credit Facility”).
Pursuant to the terms of Amended Credit Facility, in early August 2020, we entered into a foreign credit facility with a group of lenders (“Foreign Credit Facility”) with aggregate commitments which total $855 million, and maturing on May 31, 2023. Substantially concurrently with the establishment of the Foreign Credit Facility, the Company reduced commitments under the Amended Credit Facility in an amount equal to $855 million and prepaid indebtedness under the Amended Credit Facility in an amount equal to $772 million, which was then outstanding under the Foreign Credit Facility.
In August 2020, we repaid the outstanding amount of $772 million on the Foreign Credit Facility as well as $478 million under the Amended Credit Facility. In December 2020, we repaid the remaining amount outstanding under the Amended Credit Facility. As of December 31, 2020, there were no borrowings outstanding under either facility.
Our credit ratings are periodically reviewed by rating agencies. As of December 31, 2020, Moody’s rating was Baa3 with an outlook of “negative,” S&P’s rating was BBB- with an outlook of “negative” and Fitch’s rating was BBB- with an outlook of “negative.” April 2020 rating agency downgrades were in connection with the severe disruption to global travel caused by the COVID-19 pandemic. Changes in our operating results, cash flows, financial position, capital structure, financial policy or capital allocations to share repurchase, dividends, investments and acquisitions could impact the ratings assigned by the various rating agencies. Should our credit ratings be adjusted downward, we may incur higher costs to borrow and/or limited access to capital markets and interest rates on the 6.25% and 7.0% Notes issued in May 2020 as well as on the 3.6% and 4.625% issued in July 2020 will increase, which could have a material impact on our financial condition and results of operations.
As of December 31, 2020, we were in compliance with the covenants and conditions in our revolving credit facilities and outstanding debt as detailed in NOTE 7 — Debt in the notes to the consolidated financial statements.
Under the merchant model, we receive cash from travelers at the time of booking and we record these amounts on our consolidated balance sheets as deferred merchant bookings. We pay our airline suppliers related to these merchant model bookings generally within a few weeks after completing the transaction. For most other merchant bookings, which is primarily our merchant lodging business, we generally pay after the travelers’ use and, in some cases, subsequent billing from the hotel suppliers. Therefore, generally we receive cash from the traveler prior to paying our supplier, and this operating cycle represents a working capital source of cash to us. Typically, the seasonal fluctuations in our merchant hotel bookings have affected the timing of our annual cash flows. Generally, during the first half of the year, hotel bookings have traditionally exceeded stays, resulting in much higher cash flow related to working capital. During the second half of the year, this pattern typically reverses and cash flows are typically negative. With the impacts of the COVID-19 pandemic, including the high degree of cancellations and customer refunds, particularly during the first half of the year, and the lower new bookings in the merchant business model, these seasonal influences and the working capital source of cash to us has been significantly disrupted resulting in the Company experiencing unfavorable working capital trends and material negative cash flow in the first half of 2020 with the negative cash flow moderating as booking trends improved and cancellations stabilized during the second half of 2020. The full duration and total impact of COVID-19, and how the recovery will unfold, remains difficult to predict. We expect cash flow to remain negative until the decline in new merchant bookings improves further with cancellations either remaining stable or moderating further. In addition, we are experiencing much shorter booking windows in our lodging businesses, which could also impact the seasonality of our working capital and cash flow.
Prior to COVID-19, we embarked on an ambitious cost reduction initiative to simplify the organization and increase efficiency. In response to COVID-19, Expedia Group has taken several additional actions to further reduce costs to help mitigate the financial impact from COVID-19 and continue to improve our long-term cost structure. In addition, certain capital expenditures were deferred, including temporarily halting construction on several real estate projects. After temporarily halting
46
construction on our new headquarters during the initial quarantine order, we restarted construction. We expect to spend approximately $900 million in total for the project. Of the total, approximately $850 million was spent between 2016 and 2020. Due to the delays related to COVID-19, we now expect the project to be complete in the first half of 2021.
Our cash flows are as follows:
 Year ended December 31, $ Change
 2020201920182020 vs 20192019 vs 2018
 (In millions)
Cash provided by (used in) operations:
Operating activities$(3,834)$2,767 $1,975 $(6,601)$792 
Investing activities(263)(1,553)(559)1,290 (994)
Financing activities4,077 175 (1,489)3,902 1,664 
Effect of foreign exchange rate changes on cash and cash equivalents61 3 (139)58 142 
In 2020, net cash used in operating activities was $3.8 billion compared to cash provided by operating activities of $2.8 billion for 2019. Impacts from the COVID-19 pandemic have resulted in a significant use of cash to fund working capital changes and operating losses in 2020 compared to a 2019 cash benefit from working capital. The largest driver of the swing in working capital relates to a significant use of cash for deferred merchant bookings as refunds for cancelled bookings exceeded new bookings compared to an increase from deferred merchant bookings in the prior year period.
In 2020, $1.3 billion less cash was used in investing activities primarily due to net sales of investments of $476 million in 2020 compared to net purchases of investments of $494 million in 2019 as well as lower current year capital expenditures, including lower spend on our corporate headquarters.
Cash provided by financing activities in 2020 primarily included $3.9 billion of net proceeds from the issuance of senior notes issued in May and July 2020, $1.1 billion of net proceeds from our private equity issuance, as well as $319 million of proceeds from the exercise of options and employee stock purchase plans. These sources of cash were partially offset by the August 2020 repayment of $750 million of 5.95% Notes, cash paid to acquire shares of $425 million, including the repurchased shares in the first quarter of 2020 and treasury stock activity related to the vesting of equity instruments, and cash dividend payments of $123 million. Cash provided by financing activities in 2019 primarily included $1.2 billion of net proceeds for the issuance of the 3.25% Notes in September 2019 as well as $301 million of proceeds from the exercise of options and employee stock purchase plans, partially offset by $400 million payment of debt assumed in the Liberty Expedia transaction, cash dividend payments of $195 million and cash paid to acquire shares of $743 million, including the repurchased shares under the authorization discussed below as well as $24 million for repurchases with respect to the Liberty Expedia Holdings transaction.
During 2019, 2012, 2010, and 2006, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock in each of the respective years, during 2018 authorized a repurchase of up to 15 million shares of our common stock and during 2015 authorized a repurchase of up to 10 million shares of our common stock for a total of 105 million shares. Shares repurchased under the authorized programs were as follows:
 Year ended December 31,
 202020192018
Number of shares repurchased3.4 million5.6 million7.7 million
Average price per share$109.88 $122.72 $117.02 
Total cost of repurchases (in millions)(1)
$370 $683 $903 
 ______________________________________
(1)Amount excludes transaction costs.
As of December 31, 2020, there were approximately 23.3 million shares remaining under the 2018 and 2019 repurchase authorizations. There is no fixed termination date for the repurchases.
Our common stock dividend was $0.34 per share for the first quarter of 2020, $1.32 per share for 2019 and $1.24 per share for 2018. See NOTE 11 — Capital Stock in the notes to consolidated financial statements for a detail of the quarterly dividend payments by year. In addition, during 2020, we paid $75 million (or $62.47 per share of Series A Preferred Stock) of dividends on the Series A Preferred Stock. The Company does not expect to make future quarterly dividend payments on our common stock, at least until the current economic and operating environment improves. Future declarations of dividends are subject to final determination by our Board of Directors.
47
Foreign exchange rate changes resulted in increases of our cash balances denominated in foreign currency in 2020 of $61 million reflecting a net appreciation in foreign currencies related to the U.S. dollar during the year. Foreign exchange rate changes resulted in an immaterial increase of our cash balances denominated in foreign currency in 2019 of $3 million.
In our opinion, available cash, funds from operations and available borrowings will provide sufficient capital resources to meet our foreseeable liquidity needs. There can be no assurance, however, that the cost of availability of future borrowings, including refinancing, if any, will be available on terms acceptable to us.
Summarized Financial Information for Guarantors and the Issuer of Guaranteed Securities
Summarized financial information of Expedia Group, Inc. (the “Parent”) and our subsidiaries that are guarantors of our debt facility and instruments (the “Guarantor Subsidiaries”) is shown below on a combined basis as the “Obligor Group.” The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, joint and several with the exception of certain customary automatic subsidiary release provisions. In this summarized financial information of the Obligor Group, all intercompany balances and transactions between the Parent and Guarantor Subsidiaries have been eliminated and all information excludes subsidiaries that are not issuers or guarantors of our debt facility and instruments, including earnings from and investments in these entities.
December 31, 2020
 (In millions)
Combined Balance Sheets Information:
     Current Assets (1)
$5,076 
     Non-Current Assets10,245 
     Current Liabilities4,595 
     Non-Current Liabilities8,804 
     Series A Preferred Stock1,022 
Year Ended
December 31, 2020
Combined Statements of Operations Information:
     Revenue$4,229 
     Operating income (loss) (2)
(1,884)
     Net income (loss)(1,890)
     Net income (loss) attributable to Obligors(1,965)
(1)Current assets include intercompany receivables with non-guarantors of $1.2 billion as of December 31, 2020.
(2)Operating income (loss) includes intercompany expenses with non-guarantors of $600 million for the year ended December 31, 2020.
Contractual Obligations and Commercial Commitments
The following table presents our material contractual obligations and commercial commitments as of December 31, 2020:
  By Period
 TotalLess than
1 year		1 to 3 years3 to 5 yearsMore than
5 years
 (In millions)
Senior notes debt (1)
$10,550 $378 $2,036 $3,909 $4,227 
Operating leases, including imputed interest (2)
750 147 191 123 289 
Purchase obligations (3)
1,042 551 452 39 — 
Guarantees (4)
59 59 — — — 
Letters of credit (4)
32 24 5 — 3 
Total(5)
$12,433 $1,159 $2,684 $4,071 $4,519 
 ____________________
(1)Our 2.5% Notes, 3.6% Notes, 4.5% Notes, 6.25% Notes, 7.0% Notes, 5.0% Notes, 4.625% Notes, 3.8% and 3.25% Notes include interest payments through maturity in 2022, 2023, 2024, 2025, 2025, 2026, 2027, 2028 and 2030
48
respectively, based on the stated fixed rates. For the 2.5% Notes, the December 31, 2020 Euro exchange rate was used to convert the Euro 650 million to U.S. Dollars and calculate the related U.S. Dollar interest payments.
(2)Operating lease obligations include leases for office space and data centers. Certain leases contain periodic rent escalation adjustments and renewal options. Lease obligations expire at various dates with the latest maturity in 2038.
(3)Our purchase obligations represent the minimum obligations we have under agreements with certain of our vendors and marketing partners. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use.
(4)Guarantees and LOCs are commitments that represent funding responsibilities that may require our performance in the event of third-party demands or contingent events. We use our stand-by LOCs primarily for certain regulatory purposes as well as to secure payment for hotel room transactions to particular hotel properties. Of the outstanding balance of our stand-by LOCs, $13 million directly reduces the amount available to us from our revolving credit facilities. The LOC amounts in the above table represent the amount of commitment expiration per period. In addition, we provide a guarantee to the aviation authorities of certain foreign countries to protect against potential non-delivery of our packaged travel services sold within those countries. These countries hold all travel agents and tour companies to the same standard. Our guarantees also include bonds relating to tax assessments that we are contesting and certain surety bonds related to various company performance obligations.
(5)Excludes $282 million of net unrecognized tax benefits for which we cannot make a reasonably reliable estimate of the amount and period of payment.
Other than the items described above, we do not have any off-balance sheet arrangements as of December 31, 2020.
Certain Relationships and Related Party Transactions
For a discussion of certain relationships and related party transactions, see NOTE 17 – Liberty Expedia Holdings Transaction and NOTE 18 — Related Party Transactions in the notes to the consolidated financial statements.

Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Management
Market risk is the potential loss from adverse changes in interest rates, foreign exchange rates and market prices. Our exposure to market risk includes our long-term debt, our revolving credit facilities, derivative instruments and cash and cash equivalents, accounts receivable, intercompany receivables, investments, merchant accounts payable and deferred merchant bookings denominated in foreign currencies. We manage our exposure to these risks through established policies and procedures. Our objective is to mitigate potential income statement, cash flow and market exposures from changes in interest and foreign exchange rates.
Interest Rate Risk
In August 2014, we issued $500 million senior unsecured notes with a fixed rate of 4.5%. In June 2015, we issued Euro 650 million of senior unsecured notes with a fixed rate of 2.5%. (See “Foreign Exchange Risk” below for further discussion or our 2.5% Notes.) In December 2015, we issued $750 million of senior unsecured notes with a fixed rate of 5.0%. In September 2017, we issued $1 billion of senior unsecured notes with a fixed rate of 3.8%. In September 2019, we issued $1.25 billion of senior unsecured notes with a fixed rate of 3.25%. In May 2020, we privately placed $2 billion of senior unsecured notes due May 2025 that bear interest at 6.25% and $750 million of senior unsecured notes due May 2025 that bear interest at 7.0%. In July 2020, we privately placed $500 million of senior unsecured notes due December 2023 that bear interest at 3.6% and $750 million of senior unsecured notes due August 2027 that bear interest at 4.625%. As a result, if market interest rates decline, our required payments will exceed those based on market rates. Additionally, the senior unsecured notes issued in May and July 2020 are subject to interest rate adjustments should our credit ratings be adjusted downwards, which would result in increased interest expense in the future. The total estimated fair value of our Notes was approximately $9.1 billion and $5.1 billion as of December 31, 2020 and December 31, 2019. 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. A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our Notes by approximately $191 million.
We maintain revolving credit facilities of $2 billion, which bear interest based on market rates plus a spread determined by our credit ratings and/or certain financial metrics. Because our interest rate is tied to a market rate, we will be susceptible to fluctuations in interest rates if, consistent with our practice to date, we do not hedge the interest rate exposure arising from any borrowings under our revolving credit facilities. While we had borrowings outstanding during 2020, as of December 31, 2020, consistent with December 31, 2019, we had no revolving credit facilities borrowings outstanding.
49
Foreign Exchange Risk
We conduct business in certain international markets, primarily in Australia, Canada, China, the United Kingdom, and the European Union. Because we operate in international markets, we have exposure to different economic climates, political arenas, tax systems and regulations that could affect foreign exchange rates. Our primary exposure to foreign currency risk relates to transacting in foreign currency and recording the activity in U.S. dollars. Changes in exchange rates between the U.S. dollar and these other currencies will result in transaction gains or losses, which we recognize in our consolidated statements of operations.
To the extent practicable, we minimize our foreign currency exposures by maintaining natural hedges between our current assets and current liabilities in similarly denominated foreign currencies. Additionally, we use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. These instruments are typically short-term and are recorded at fair value with gains and losses recorded in other, net. As of December 31, 2020 and 2019, we had a net forward liability of $14 million and $8 million, respectively, included in accrued expenses and other current liabilities. We may enter into additional foreign exchange derivative contracts or other economic hedges in the future. Our goal in managing our foreign exchange risk is to reduce to the extent practicable our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. We make a number of estimates in conducting hedging activities including in some cases the level of future bookings, cancellations, refunds, customer stay patterns and payments in foreign currencies. In the event those estimates differ significantly from actual results, we could experience greater volatility as a result of our hedges.
In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5%. The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated other comprehensive income (loss). The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated other comprehensive income (loss). Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.
Future net transaction gains and losses are inherently difficult to predict as they are reliant on how the multiple currencies in which we transact fluctuate in relation to the U.S. dollar, the relative composition and denomination of current assets and liabilities each period, and our effectiveness at forecasting and managing, through balance sheet netting or the use of derivative contracts, such exposures. As an example, if the foreign currencies in which we hold net asset balances were to all weaken 10% against the U.S. dollar and foreign currencies in which we hold net liability balances were to all strengthen 10% against the U.S. dollar, we would recognize foreign exchange losses of approximately $5 million based on our foreign currency forward positions (including the impact of forward positions economically hedging our merchant revenue exposures) and the net asset or liability balances of our foreign denominated cash and cash equivalents, accounts receivable, deferred merchant bookings and merchant accounts payable balances as of December 31, 2020. As the net composition of these balances fluctuate frequently, even daily, as do foreign exchange rates, the example loss could be compounded or reduced significantly within a given period.
During 2020, 2019 and 2018, we recorded net foreign exchange rate gains of approximately $71 million ($2 million gain excluding the contracts economically hedging our forecasted merchant revenue), net foreign exchange rate losses of approximately $34 million ($34 million loss excluding the contracts economically hedging our forecasted merchant revenue) and net foreign exchange rate gains of approximately $3 million ($38 million loss excluding the contracts economically hedging our forecasted merchant revenue). As we increase our operations in international markets, our exposure to fluctuations in foreign currency exchange rates increases. The economic impact to us of foreign currency exchange rate movements is linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause us to adjust our financing and operating strategies.
Part II. Item 8. Consolidated Financial Statements and Supplementary Data
The Consolidated Financial Statements and Schedule listed in the Index to Financial Statements, Schedules and Exhibits on page F-1 are filed as part of this report.
Part II. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
50
Part II. Item 9A. Controls and Procedures
Changes in Internal Control over Financial Reporting.
There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chairman and Senior Executive, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our Chairman and Senior Executive, Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective control over financial reporting described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective. Management has reviewed its assessment with the Audit Committee. Ernst & Young, LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their report which is included below.

Limitations on Controls.
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

51
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Expedia Group, Inc.

Opinion on Internal Control Over Financial Reporting
We have audited Expedia Group, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Expedia Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 11, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/Ernst & Young LLP

Seattle, Washington
February 11, 2021

52
Part II. Item 9B. Other Information
None.
Part III.
We are incorporating by reference the information required by Part III of this report on Form 10-K from our proxy statement relating to our 2021 annual meeting of stockholders (the “2021 Proxy Statement”), which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2020.
Part III. Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is included under the captions “Election of Directors — Nominees,” “Election of Directors — Board Meetings and Committees,” “Information Concerning Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2021 Proxy Statement and incorporated herein by reference.
Part III. Item 11. Executive Compensation
The information required by this item is included under the captions “Election of Directors —Compensation of Non-Employee Directors,” “Election of Directors — Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation” in the 2021 Proxy Statement and incorporated herein by reference.
Part III. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is included under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2021 Proxy Statement and incorporated herein by reference.
Part III. Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is included under the captions “Certain Relationships and Related Person Transactions” and “Election of Directors — Board Meetings and Committees” in the 2021 Proxy Statement and incorporated herein by reference.
Part III. Item 14. Principal Accounting Fees and Services
The information required by this item is included under the caption “Audit Committee Report” in the 2021 Proxy Statement and incorporated herein by reference.
Part IV. Item 15. Exhibits, Consolidated Financial Statements and Financial Statement Schedules
(a)(1) Consolidated Financial Statements
We have filed the consolidated financial statements listed in the Index to Consolidated Financial Statements, Schedules and Exhibits on page F-1 as a part of this report.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements or the notes thereto.

(a)(3) Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K.
53
2.18-K000-514472.112/21/2012
2.28-K000-514472.212/21/2012
2.38-K000-514472.15/22/2015
2.48-K001-374292.14/16/2019
2.58-K001-374292.16/5/2019
3.18-K001-374293.112/4/2019
3.28-K001-374293.14/16/2019
3.38-K001-374293.15/5/2020
4.18-K000-514474.18/18/2014
4.28-K000-514474.28/18/2014
4.38-K000-514474.26/3/2015
4.48-K001-374294.112/8/2015
4.58-K001-374294.19/21/2017
54
4.68-K001-374294.19/20/2019
4.78-K001-374294.14/23/2020
4.88-K001-374294.24/23/2020
4.98-K001-374294.15/5/2020
4.108-K001-374294.25/5/2020
4.118-K001-374294.17/15/2020
4.128-K001-374294.27/15/2020
4.138-K001-374294.37/15/2020
4.148-K001-374294.47/15/2020
4.15X
10.1S-4/A*†333-21037710.139/23/2016
10.28-K000-5144710.212/27/2011
10.38-K000-5144710.19/11/2014
55
10.48-K001-3742910.12/8/2016
10.510-K001-3742910.142/10/2017
10.610-Q001-3742910.14/28/2017
10.78-K001-3742910.16/1/2018
10.810-Q001-3742910.110/26/2018
10.910-K001-3742910.172/8/2019
56
10.1010-Q001-3742910.165/3/2019
10.118-K001-3742910.34/16/2019
10.128-K001-374910.14/10/2020
10.138-K001-3742910.44/16/2019
10.148-K001-3742910.74/16/2019
10.158-K*^001-3398210.111/7/2016
10.168-K001-3742910.94/16/2019
10.178-K001-3742910.104/16/2019
10.18POS-
AM*†		333-2103772.111/4/2016
10.198-K001-3742910.15/5/2020
10.20X
10.218-K001-3742910.28/6/2020
57
10.22X
10.23X
10.248-K001-3742910.25/5/2020
10.258-K001-3742910.18/6/2020
10.26X
10.27X
10.28*DEF 14A001-37429App.A5/7/2020
10.29*S-8333-20699099.19/17/2015
10.30*S-8333-20854899.112/15/2015
10.31*10-Q001-3742910.311/5/2020
10.32*10-Q001-3742910.411/5/2020
10.33*10-Q000-5144710.18/1/2014
10.34*X
10.35*10-K001-3742910.222/10/2017
10.36*10-Q001-3742910.14/27/2018
10.37*10-K001-3742910.232/10/2017
10.38*10-Q001-3742910.24/27/2018
10.39*10-Q001-3742910.34/27/2018
10.40*10-K001-3742910.462/8/2019
58
10.41*10-Q001-3742910.25/3/2019
10.42*10-Q001-3742910.35/3/2019
10.43*10-K/A001-3742910.644/29/2020
10.44*10-K/A001-3742910.654/29/2020
10.45*10-K000-5144710.132/19/2009
10.46*10-K000-5144710.172/19/2009
10.47*10-K000-5144710.22/6/2015
10.48*8-K001-3742910.13/7/2018
10.49*10-Q001-3742910.64/27/2018
10.50*10-Q001-3742910.74/27/2018
10.51*8-K/A001-3742910.49/21/2017
10.52*8-K000-5144710.34/1/2015
10.53*10-K001-3742910.452/8/2019
10.54*10-Q001-3742910.45/3/2019
10.55*10-Q001-3742910.45/21/2020
10.56*10-K001-3742910.622/14/2020
21X
22X
23.1X
31.1X
31.2X
31.3X
32.1***
59
32.2***
32.3***
101.INSInline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension SchemaX
101.CALInline XBRL Taxonomy Extension Calculation LinkbaseX
101.DEFInline XBRL Taxonomy Extension Definition LinkbaseX
101.LABInline XBRL Taxonomy Extension Label LinkbaseX
101.PR
E		Inline XBRL Taxonomy Extension Presentation LinkbaseX
104Cover page formatted as Inline XBRL and contained in Exhibit 101

*Indicates a management contract or compensatory plan or arrangement.
*†Indicates reference to filing of Liberty Expedia Holdings, Inc.
*^Indicates reference to filing of Qurate Retail, Inc.
***Furnished herewith

Part IV. Item 16. Form 10-K Summary
Not applicable.

60
Signatures
Pursuant to the requirements of the Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Expedia Group, Inc.
By:/s/    PETER M. KERN
 Peter M. Kern
Chief Executive Officer and Vice Chairman
February 11, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 11, 2021.
Signature  Title
/s/    PETER M. KERN  Chief Executive Officer, Vice Chairman and Director
Peter M. Kern  (Principal Executive Officer)
/s/    ERIC HART  Chief Financial Officer
Eric Hart  (Principal Financial Officer)
/s/    LANCE A. SOLIDAY  Senior Vice President, Chief Accounting
Lance A. Soliday  Officer and Controller
(Principal Accounting Officer)
/s/    BARRY DILLERChairman of the Board, Senior Executive and Director
Barry Diller
/s/    SAMUEL ALTMANDirector
Samuel Altman
/s/    BEVERLY ANDERSONDirector
Beverly Anderson
/s/    SUSAN C. ATHEY  Director
Susan C. Athey  
/s/    CHELSEA CLINTONDirector
Chelsea Clinton
/s/    JON T. GIESELMANDirector
Jon T. Gieselman
/s/    CRAIG A. JACOBSON  Director
Craig A. Jacobson  
/s/    DARA KHOSROWSHAHI  Director
Dara Khosrowshahi  
/s/   GREG MONDREDirector
Greg Mondre
/s/    DAVID SAMBURDirector
David Sambur
/s/    ALEXANDER VON FURSTENBERG  Director
Alexander von Furstenberg  
/s/    JULIE WHALEN  Director
Julie Whalen  

61
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS
 

F- 1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Expedia Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Expedia Group, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 11, 2021 expressed an unqualified opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.



















F- 2
Loyalty Programs
Description of the Matter
As discussed in Note 2 of the financial statements, travelers enrolled in the Expedia Rewards and Hotels.com Rewards loyalty programs (collectively “loyalty programs”) earn reward points with each eligible booking made which can be redeemed for free or discounted future bookings. Member consideration is allocated between travel services and reward points earned in the loyalty programs. The Company defers the relative standalone selling price of earned reward points, net of rewards not expected to be redeemed (known as “breakage”), as deferred loyalty rewards within deferred merchant bookings on the consolidated balance sheet. To estimate the relative standalone selling price for reward points, the Company considers the stated redemption value per point dictated by the terms of the loyalty programs and then estimates the future breakage of reward points based on statistical modeling techniques using historical member activity. The deferred loyalty rewards balance, net of amounts paid to the travel suppler, is recognized as revenue when the travel service purchased with the loyalty reward is satisfied.

Auditing the Company’s deferred loyalty rewards balance is especially complex and judgmental due to significant measurement uncertainty in determining the expected future breakage of reward points. Management uses statistical modeling techniques to estimate future breakage based on historical member activity. The amount of member consideration allocated to the reward points earned is sensitive to the expected future breakage assumption. Changes in loyalty program terms or the method or manner in which reward points can be redeemed by members can change member behavior which increases the measurement uncertainty as historical member activity may not be indicative of future behavior.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of the statistical modeling techniques and resulting breakage estimates. We also tested controls over the completeness and accuracy of member activity data used in the breakage estimate analyses. This included controls over the Company’s systems and the application controls involved in the process to track loyalty reward member activity.

To test the deferred loyalty rewards balance, we performed audit procedures that included, among others, involving our actuarial specialists to assist us in assessing the methods used by management and to develop an independent actuarial estimate of a reasonable range of breakage rates. We then compared this reasonable range of breakage rates to the Company’s estimates. Additionally, we tested the completeness and accuracy of the member activity data used by our actuarial specialists in their breakage analyses.
Valuation of Goodwill
Description of the Matter
At December 31, 2020, the Company’s goodwill was $7,380 million. As discussed in Note 2 of the consolidated financial statements, goodwill is not amortized but rather is tested for impairment at least annually at the reporting unit level. The Company recorded a goodwill impairment charge of $799 million during the year ended December 31, 2020.

Auditing the Company’s goodwill impairment analysis was complex and judgmental due to the estimation required to determine the fair value of the reporting units. In particular, the fair value estimate was sensitive to significant assumptions such as future operating results, projected cash flows and the weighted average cost of capital. These assumptions are affected by expectations about future economic and industry factors.
F- 3
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment testing process, including controls over management’s review of the significant data and assumptions described above.

To test the estimated fair values of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodologies used, testing the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We considered the excess of each reporting unit's carrying value over its fair value in determining the extent of our testing for each reporting unit. We also compared the prospective financial information developed by management to historical performance as well as current industry and economic trends, and evaluated the expected impacts of the Company’s operating strategies and initiatives on the significant assumptions. We performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. We involved our valuation specialists to assist us in assessing the methods used by the Company and the calculations of reporting unit fair values.
Deferred Tax Assets Valuation Allowance
Description of the Matter
As discussed in Note 2 to the consolidated financial statements, the Company records a valuation allowance based on the assessment of the realizability of the Company’s deferred tax assets. The Company establishes a valuation allowance to reduce deferred tax assets to the amount management believes is more likely than not to be realized. For the year ended December 31, 2020, the Company recorded deferred tax assets of $1,356 million and a related valuation allowance of $216 million.

Auditing management’s assessment of the realizability of its deferred tax assets is complex because management’s projection of future taxable income includes forward-looking assumptions that are inherently judgmental because they may be affected by future market or other economic conditions.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of the realizability of deferred tax assets. This included controls over management’s evaluation of the sources of future taxable income.

We tested the assumptions used by the Company to develop the anticipated future earnings used in the Company’s analysis in determining the valuation allowance. We tested the completeness and accuracy of the underlying data used in the Company’s projections. For example, we evaluated the appropriateness of the assumptions underlying the future projected financial information, as well as management’s consideration of current operating, industry and economic trends. We also compared the projections of future taxable income with other forecasted financial information prepared by the Company. In addition, we evaluated the application of tax law in the projections of future taxable income.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2004.
Seattle, Washington
February 11, 2021

F- 4
Consolidated Financial Statements

EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 Year ended December 31,
 202020192018
 (In millions, except for per share data)
Revenue$5,199 $12,067 $11,223 
Costs and expenses:
       Cost of revenue (exclusive of depreciation and amortization shown separately below) (1)
1,680 2,077 1,864 
       Selling and marketing (1)
2,546 6,078 5,721 
       Technology and content (1)
1,010 1,226 1,122 
       General and administrative (1)
597 815 774 
Depreciation and amortization893 910 959 
Impairment of goodwill799 — 86 
Impairment of intangible assets175 — 42 
Legal reserves, occupancy tax and other(13)34 (59)
Restructuring and related reorganization changes231 24 — 
Operating income (loss)(2,719)903 714 
Other income (expense):
Interest income18 59 71 
Interest expense(360)(173)(190)
Other, net(90)(14)(110)
Total other expense, net(432)(128)(229)
Income (loss) before income taxes(3,151)775 485 
Provision for income taxes423 (203)(87)
Net income (loss)(2,728)572 398 
Net (income) loss attributable to non-controlling interests116 (7)8 
Net income (loss) attributable to Expedia Group, Inc.(2,612)565 406 
Preferred stock dividend(75)— — 
Net income (loss) attributable to Expedia Group, Inc. common stockholders$(2,687)$565 $406 
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:
Basic$(19.00)$3.84 $2.71 
Diluted(19.00)3.77 2.65 
Shares used in computing earnings (loss) per share (000's):
Basic141,414 147,194 149,961 
Diluted141,414 149,884 152,889 

(1) Includes stock-based compensation as follows:
Cost of revenue$12 $12 $11 
Selling and marketing48 45 44 
Technology and content69 74 61 
General and administrative76 110 87 

See notes to consolidated financial statements.
F- 5
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 Year ended December 31,
 202020192018
 (In millions)
Net income (loss)$(2,728)$572 $398 
Other comprehensive income (loss), net of tax
Currency translation adjustments, net of taxes67 (5)(86)
Other comprehensive income (loss), net of tax67 (5)(86)
Comprehensive income (loss)(2,661)567 312 
Less: Comprehensive income (loss) attributable to non-controlling interests(88)(1)(26)
Less: Preferred stock dividend75 — — 
Comprehensive income (loss) attributable to Expedia Group, Inc. common stockholders$(2,648)$568 $338 
See notes to consolidated financial statements.

F- 6
EXPEDIA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
 December 31,
 20202019
 (In millions, except per share data)
ASSETS
Current assets:
Cash and cash equivalents$3,363 $3,315 
Restricted cash and cash equivalents772 779 
Short-term investments24 526 
Accounts receivable, net of allowance of $101 and $41
701 2,524 
Income taxes receivable120 70 
Prepaid expenses and other current assets654 521 
Total current assets5,634 7,735 
Property and equipment, net2,257 2,198 
Operating lease right-of-use assets574 611 
Long-term investments and other assets671 796 
Deferred income taxes659 145 
Intangible assets, net1,515 1,804 
Goodwill7,380 8,127 
TOTAL ASSETS$18,690 $21,416 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, merchant$602 $1,921 
Accounts payable, other496 906 
Deferred merchant bookings3,107 5,679 
Deferred revenue172 321 
Income taxes payable50 88 
Accrued expenses and other current liabilities979 1,050 
Current maturities of long-term debt— 749 
Total current liabilities5,406 10,714 
Long-term debt, excluding current maturities8,216 4,189 
Deferred income taxes67 56 
Operating lease liabilities513 532 
Other long-term liabilities462 389 
Commitments and contingencies
Series A Preferred Stock: $.001 par value, Authorized shares: 100,000; Shares issued and outstanding: 1,200 and 0
1,022 
Stockholders’ equity:
Common stock $.0001 par value, Authorized shares: 1,600,000
— — 
Shares issued: 261,564 and 256,692; Shares outstanding: 138,074 and 137,076
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 capital13,566 12,978 
Treasury stock — Common stock and Class B, at cost, Shares 130,767 and 126,893
(10,097)(9,673)
Retained earnings (deficit)(1,781)879 
Accumulated other comprehensive income (loss)(178)(217)
Total Expedia Group, Inc. stockholders’ equity1,510 3,967 
Non-redeemable non-controlling interests1,494 1,569 
Total stockholders’ equity3,004 5,536 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$18,690 $21,416 

See notes to consolidated financial statements.
F- 7
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In millions, except share and per share data)
 Common stockClass B
common stock		Additional
paid-in
capital		Treasury stock - Common and Class BRetained
earnings
(deficit)		Accumulated
other
comprehensive
income (loss)		Non-redeemable
non-controlling
interest		Total
 SharesAmountSharesAmountSharesAmount
Balance as of December 31, 2017228,467,355 $— 12,799,999 $— $9,163 89,528,255 $(4,822)$331 $(149)$1,606 $6,129 
Net income (loss) (excludes $1 of net income attributable to redeemable non-controlling interest)
406 (9)397 
Other comprehensive income (loss), net of taxes(68)(18)(86)
Payment of dividends to stockholders (declared at $1.24 per share)
(186)(186)
Proceeds from exercise of equity instruments and employee stock purchase plans2,850,591 — 166 166 
Withholding taxes for stock options(2)(2)
Issuance of common stock in connection with acquisitions175,040 — — — 
Treasury stock activity related to vesting of equity instruments179,783 (20)(20)
Common stock repurchases7,720,194 (904)(904)
Proceeds from issuance of treasury stock27 (269,646)4 31 
Adjustment to the fair value of redeemable non-controlling interests— (3)(3)
Purchase of remaining interest in Air Asia(5)(57)(62)
Other changes in non-controlling interests(7)25 18 
Stock-based compensation expense208 208 
Impact of adoption of new accounting guidance(31)(3)(34)
Other(1)(1)
Balance as of December 31, 2018231,492,986 $— 12,799,999 $— $9,549 97,158,586 $(5,742)$517 $(220)$1,547 $5,651 
Net income (excludes $2 of net loss attributable to redeemable non-controlling interest)
565 9 574 
Other comprehensive income (loss), net of taxes3 (8)(5)
Payment of dividends to stockholders (declared at $1.32 per share)
(195)(195)
Proceeds from exercise of equity instruments and employee stock purchase plans4,453,610 — 301 301 
Withholding taxes for stock options(2)(2)
Liberty Expedia Holdings transaction20,745,181 — 2,883 23,876,671 (3,212)(329)
Treasury stock activity related to vesting of equity instruments295,185 (36)(36)
Common stock repurchases5,562,083 (683)(683)
Adjustment to the fair value of redeemable non-controlling interests(14)(14)
Other changes in ownership of non-controlling interests1 21 22 
Impact of adoption of new accounting guidance6 6 
Stock-based compensation expense246 246 
F- 8
 Common stockClass B
common stock		Additional
paid-in
capital		Treasury stock - Common and Class BRetained
earnings
(deficit)		Accumulated
other
comprehensive
income (loss)		Non-redeemable
non-controlling
interest		Total
 SharesAmountSharesAmountSharesAmount
Balance as of December 31, 2019256,691,777 $— 12,799,999 $— $12,978 126,892,525 $(9,673)$879 $(217)$1,569 $5,536 
Net loss(2,612)(116)(2,728)
Other comprehensive income (loss), net of taxes39 28 67 
Payment of dividends to common stockholders (declared at $0.34 per share)
(48)(48)
Payment of preferred dividends (declared at $62.47 per share)
(75)(75)
Proceeds from exercise of equity instruments and employee stock purchase plans4,872,135 — 319 319 
Common stock warrants, net of issuance costs110 110 
Treasury stock activity related to vesting of equity instruments489,263 (54)(54)
Common stock repurchases3,364,119 (370)(370)
Adjustment to the fair value of redeemable non-controlling interests4 4 
Other changes in ownership of non-controlling interests4 13 17 
Stock-based compensation expense225 225 
Other1 20,630 1 
Balance as of December 31, 2020261,563,912 $— 12,799,999 $— $13,566 130,766,537 $(10,097)$(1,781)$(178)$1,494 $3,004 

 
 
See notes to consolidated financial statements.

F- 9
EXPEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 December 31,
 202020192018
 (In millions)
Operating activities:
Net income (loss)$(2,728)$572 $398 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment, including internal-use software and website development739 712 676 
Amortization of stock-based compensation205 241 203 
Amortization and impairment of intangible assets329 198 325 
Impairment of goodwill799 — 86 
Deferred income taxes(488)(91)(308)
Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net2 (5)111 
Realized (gain) loss on foreign currency forwards(80)(22)(31)
(Gain) loss on minority equity investments, net142 (8)111 
Provision for credit losses and other, net148 (21)22 
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable1,781 (368)(282)
Prepaid expenses and other assets(188)(193)(29)
Accounts payable, merchant(1,320)224 (134)
Accounts payable, other, accrued expenses and other liabilities(400)254 196 
Tax payable/receivable, net(57)(23)102 
Deferred merchant bookings(2,576)1,342 489 
Deferred revenue(142)(45)40 
Net cash provided by (used in) operating activities (3,834)2,767 1,975 
Investing activities:
Capital expenditures, including internal-use software and website development(797)(1,160)(878)
Purchases of investments(685)(1,346)(1,803)
Sales and maturities of investments1,161 852 2,137 
Acquisitions, net of cash and restricted cash acquired— 80 (53)
Other, net58 21 38 
Net cash used in investing activities(263)(1,553)(559)
Financing activities:
Revolving credit facility borrowings2,672 — — 
Revolving credit facility repayments(2,672)— — 
Proceeds from issuance of long-term debt, net of issuance costs3,945 1,231 — 
Net proceeds from issuance of preferred stock and warrants1,132 — — 
Payment of long-term debt(750)— (500)
Payment of Liberty Expedia Exchangeable Debentures— (400)— 
Purchases of treasury stock(425)(743)(923)
Payment of dividends to common stockholders(48)(195)(186)
Payment of preferred stock dividends(75)— — 
Proceeds from exercise of equity awards and employee stock purchase plan319 301 166 
Other, net(21)(19)(46)
Net cash provided by (used in) financing activities4,077 175 (1,489)
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents61 3 (139)
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents41 1,392 (212)
Cash, cash equivalents and restricted cash and cash equivalents at beginning of year4,097 2,705 2,917 
Cash, cash equivalents and restricted cash and cash equivalents at end of year$4,138 $4,097 $2,705 
Supplemental cash flow information
Cash paid for interest $313 $157 $196 
Income tax payments, net 108 304 282 
See notes to consolidated financial statements.
F- 10
Expedia Group, Inc.
Notes to Consolidated Financial Statements
NOTE 1 — 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®, Egencia®, trivago®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, CarRentals.com™, Expedia CruisesTM, Classic Vacations®, Traveldoo®, and VacationRentals.com. In addition, many of these brands have related international points of sale. We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in these consolidated financial statements.
COVID-19
During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward.
Due to the high degree of cancellations and customer refunds and lower new bookings in the merchant business model, the Company experienced unfavorable working capital trends and material negative cash flow in the first half of 2020, although the level of negative cash flow moderated as booking trends improved and cancellations stabilized in latter half of the year. We expect cash flow to remain negative until the decline in new merchant bookings improves further with cancellations either remaining stable or moderating further. For a discussion on incremental credit losses and allowance impacts related to our accounts receivable, see NOTE 2 — Significant Accounting Policies. For a discussion of goodwill and intangible asset impairments recognized in conjunction with this pandemic, see NOTE 3 — Fair Value Measurements. For a discussion of actions to strengthen our liquidity position in the current environment, see NOTE 7 — Debt and NOTE 11 — Capital Stock - Preferred Stock and Warrants.
Basis of Presentation
The accompanying consolidated financial statements include Expedia Group, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method. We have eliminated significant intercompany transactions and accounts.
We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, the results of our future operations and cash flows.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are
F- 11
typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future.
Due to COVID-19, which led to significant cancellations for future travel during the first half of the year, and has impacted new travel bookings for the majority of 2020, we have not experienced our typical seasonal pattern for bookings, revenue and profit during 2020. In addition, with the lower new bookings and elevated cancellations in the merchant business model, our typical, seasonal working capital source of cash has been significantly disrupted resulting in the Company experiencing unfavorable working capital trends and material negative cash flow during the first half of 2020 when we typically generate significant positive cash flow. Seasonal trends were more normalized during the second half of the year, but it is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. In addition, we continue to experience shorter booking windows in our lodging businesses, which could also impact the seasonality of our working capital and cash flow.
NOTE 2 — Significant Accounting Policies
Consolidation
Our consolidated financial statements include the accounts of Expedia Group, Inc., our wholly-owned subsidiaries, and entities for which we control a majority of the entity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the non-controlling interest share of net income or loss from our redeemable and non-redeemable non-controlling interest entities. trivago is a separately listed company on the Nasdaq Global Select Market and, therefore, is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group, Inc.
We have eliminated significant intercompany transactions and accounts in our consolidated financial statements.
Accounting Estimates
We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks.
The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.
Reclassifications
We have reclassified prior period financial statements to conform to the current period presentation. During the first quarter of 2020, we reclassified depreciation expense from within our operating expense line items on our consolidated statements of operations to be included with intangible asset amortization expense. The following table presents a summary of the amounts as reported and as reclassified in our consolidated statements of operations for the years ended December 31, 2019 and 2018:
F- 12
Year ended
December 31, 2019		Year ended
December 31, 2018
As reportedAs reclassifiedAs reportedAs reclassified
 (In millions)
Cost of revenue$2,163 $2,077 $1,965 $1,864 
Selling and marketing6,135 6,078 5,767 5,721 
Technology and content1,763 1,226 1,617 1,122 
General and administrative847 815 808 774 
Depreciation and amortization198 910 283 959 
Revenue Recognition
We recognize revenue upon transfer of control of our promised services in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
For our primary transaction-based revenue sources, discussed below, we have determined net presentation (that is, the amount billed to a traveler less the amount paid to a supplier) is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying travel services and we do not control the service provided by the supplier to the traveler. We exclude all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on our travel related services or collected by the Company from customers (which are therefore excluded from revenue).
We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model.
Under the merchant model, we facilitate the booking of hotel rooms, alternative accommodations, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings.
Under the agency model, we pass reservations booked by the traveler to the relevant travel supplier and the travel supplier serves as the merchant of record for such bookings. We receive commissions or ticketing fees from the travel supplier and/or traveler. For certain agency airline, hotel and car transactions, we also receive fees through global distribution systems (“GDS”) that provide the computer systems through which the travel supplier inventory is made available and through which reservations are booked.
Under the advertising model, we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on trivago and our transaction-based websites.
In addition, Vrbo also provides subscription-based listing and other ancillary services to property owners and managers.
The nature of our travel booking service performance obligations vary based on the travel service with differences primarily related to the degree to which we provide post booking services to the traveler and the timing when rights and obligations are triggered in our underlying supplier agreements. We consider both the traveler and travel supplier as our customers.
Refer to NOTE 19 — Segment Information for revenue by business model and service type.
Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and Vrbo subscription-based listing services model.
Merchant Hotel. We provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk. Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation. We record the payment in deferred merchant bookings until the stayed night occurs, at which point we recognize the revenue, net of amounts paid to suppliers, as this is when our performance obligation is satisfied. In certain nonrefundable, nonchangeable transactions where we have no significant post booking services (primarily opaque hotel offerings), we record revenue when the traveler completes the transaction on our website, less a reserve for chargebacks and cancellations based on historical experience. Payments to suppliers are generally due within 30 days of check-in or stay. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Cancellation fees are collected and
remitted to the supplier, if applicable.
Agency Hotel. We generally record agency revenue from the hotel when the stayed night occurs as we provide post booking services to the traveler and, thus consider the stay as when our performance obligation is satisfied. We record an allowance for cancellations on this revenue based on historical experience.
F- 13
Vrbo Alternative Accommodations. Vrbo's lodging revenue is generally earned on a pay-per-booking, which can be either merchant or agency bookings depending on the nature of the payment processor, or pay-per-subscription basis. Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate 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. 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. 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.
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 our Vrbo performance obligations as prepaid merchant bookings included within prepaid and other current assets. Prepaid merchant bookings was $389 million as of December 31, 2020 and $226 million as of December 31, 2019.
Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At December 31, 2019, $4.9 billion of cash advance cash payments was reported within deferred merchant bookings, $3.5 billion of which was recognized resulting in $582 million of revenue during the year ended December 31, 2020 with the remainder primarily consisting of cancellations during the year. At December 31, 2020, the related balance was $2.3 billion.
Travelers enrolled in our internally administered traveler loyalty rewards programs earn points for each eligible booking made which can be redeemed for free or discounted future bookings. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 40 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
F- 14
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, 2019, $781 million of deferred loyalty rewards was reported within deferred merchant bookings, $427 million of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $769 million.
Deferred Revenue. Deferred revenue primarily consists of Vrbo's traveler service fees received on bookings where we are not merchant of record due to the use of a third party payment processor, unearned subscription revenue as well as deferred advertising revenue. At December 31, 2019, $321 million was recorded as deferred revenue, $206 million of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $172 million.
Practical Expedients and Exemptions. We have used the portfolio approach to account for our loyalty points as the rewards programs share similar characteristics within each program in relation to the value provided to the traveler and their breakage patterns. Using this portfolio approach is not expected to differ materially from applying the guidance to individual contracts. However, we will continue to assess and refine, if necessary, how a portfolio within each rewards program is defined.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Cash, Restricted Cash, and Cash Equivalents
Our cash and cash equivalents include cash and liquid financial instruments, including money market funds and term deposit investments, with maturities of three months or less when purchased. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to certain traveler deposits and to a lesser extent collateral for office leases. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:
December 31,
20202019
(in millions)
Cash and cash equivalents$3,363 $3,315 
Restricted cash and cash equivalents772 779 
Restricted cash included within long-term investments and other assets3 3 
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow$4,138 $4,097 
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.
We record investments using the equity method when we have the ability to exercise significant influence over the investee. Minority equity investments with readily determinable fair values, such as our investment in Despegar.com Corp ("Despegar"), are carried at fair value with changes in fair value recorded through net income or loss. Minority investments without readily determinable fair values are measured using the equity method, or measured at cost with observable price changes reflected through net income 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 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
F- 15
affect our ability to collect from customers. The provision for estimated credit losses is recorded as cost of revenue in our consolidated statements of operations. During 2020, we recorded approximately $82 million of incremental allowance for expected uncollectible amounts, including estimated future losses in consideration of the impact of COVID-19 pandemic on the economy and the Company, partially offset by $24 million of write-offs. Actual future bad debt could differ materially from this estimate resulting from changes in our assumptions of the duration and severity of the impact of the COVID-19 pandemic.
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 new 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
F- 16
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 nine years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.
Redeemable Non-controlling Interests
We have non-controlling interests in majority owned entities, which were carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the company. If the redeemable non-controlling interest is redeemable at an amount other than fair value, we adjust the non-controlling interest to redemption value through earnings each period. In circumstances where the non-controlling interest is redeemable at fair value, changes in fair value of the shares for which the minority holders could sell to us were recorded to the non-controlling interest and as charges or credits to retained earnings (or additional paid-in capital in the absence of retained earnings). Fair value determinations required high levels of judgment (“Level 3” on the fair value hierarchy) and were based on various valuation techniques, including market comparables and discounted cash flow projections. As of December 31, 2020
F- 17
and 2019, redeemable non-controlling interests were $13 million and $15 million, and included within other long-term liabilities.
Income Taxes
We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense.
We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. All deferred income taxes are classified as long-term on our consolidated balance sheets.
We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the financial statements.
We recognize interest and penalties related to unrecognized tax benefits in the income tax expense line in our consolidated statement of operations. Accrued interest and penalties are included in other long-term liabilities on the consolidated balance sheet.
In relation to tax effects for accumulated OCI, our policy is to release the tax effects of amounts reclassified from accumulated OCI to pre-tax income (loss) from continuing operations. Any remaining tax effect in accumulated OCI is released following a portfolio approach.
We account for the global intangible low-tax income (“GILTI”) earned by our foreign subsidiaries included in gross U.S. taxable income in the period incurred.
Derivative Instruments
Derivative instruments are carried at fair value on our consolidated balance sheets. The fair values of the derivative financial instruments generally represent the estimated amounts we would expect to receive or pay upon termination of the contracts as of the reporting date.
At December 31, 2020 and 2019, our derivative instruments primarily consisted of foreign currency forward contracts. We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. Our foreign currency forward contracts are typically short-term and, as they do not qualify for hedge accounting treatment, we classify the changes in their fair value in other, net. We do not hold or issue financial instruments for speculative or trading purposes.
In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated OCI. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.
Foreign Currency Translation and Transaction Gains and Losses
Certain of our operations outside of the United States use the related local currency as their functional currency. We translate revenue and expense at average rates of exchange during the period. We translate assets and liabilities at the rates of exchange as of the consolidated balance sheet dates and include foreign currency translation gains and losses as a component of
F- 18
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, 2020, 2019 and 2018, our advertising expense was $1.2 billion, $3.5 billion and $3.4 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. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vest 25% after one year and then vest quarterly over the following three years. 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. 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, some of which also have market-based vesting conditions. We measure the value of stock options issued or modified, including unvested options assumed in acquisitions, on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option pricing models, for awards that contain market-based vesting conditions. We amortize the fair value, net of actual forfeitures, over the remaining explicit vesting term in the case of service-
F- 19
based awards and the longer of the derived service period or the explicit service period for awards with market conditions on a straight-line basis. In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount. The majority of our stock options vest over four years.
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 using the treasury stock or the as if converted methods, 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 sterling, Canadian dollar, Australian dollar, Japanese yen and Brazilian real.
Contingent Liabilities
We have a number of regulatory and legal matters outstanding, as discussed further in NOTE 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.
F- 20
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 Vrbo for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on Vrbo’s services. Vrbo is an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes when determined to be probable and estimable. See NOTE 15 — Commitments and Contingencies for further discussion.
Recently Adopted Accounting Policies
Measurement of Credit Losses on Financial Instruments. As of January 1, 2020, we adopted the Accounting Standards Updates (“ASU”) guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities, using the modified retrospective method. The new guidance replaced the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, this new guidance did not have a material impact on our consolidated financial statements and no cumulative-effect adjustment to retained earnings was made.
Cloud Computing Arrangements. As of January 1, 2020, we adopted the new ASU guidance on the accounting for implementation costs incurred for a cloud computing arrangement that is a service contract using the prospective method. The update conformed the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting guidance that provides for capitalization of costs incurred to develop or obtain internal-use-software. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Fair Value Measurements. As of January 1, 2020, we adopted the new ASU guidance related to the disclosure requirements on fair value measurements, which removed, modified or added certain disclosures using the prospective method. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Guarantor Financial Information. In March 2020, the SEC amended Rule 3-10 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. We adopted these amendments for the quarter ended March 31, 2020. Accordingly, combined summarized financial information has been presented only for the issuer and guarantors of our senior notes for the most recent fiscal year, and the location of the required disclosures has been removed from the Notes to the Consolidated Financial Statements and moved to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Recent Accounting Policies Not Yet Adopted
Simplifying the Accounting for Income Taxes. In December 2019, the Financial Accounting Standards Board ("FASB") issued new guidance to simplify the accounting for income taxes. This new standard eliminates certain exceptions in current guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. For public business entities, this guidance is effective for interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements.
Investments - equity securities; Investments - Equity Method and Joint Ventures; Derivatives and Hedging. In January 2020, the FASB issued an accounting standards update which clarifies the interaction between the accounting for investments in equity securities, equity method investments and certain derivative instruments. The new standard is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The standards update is effective for
F- 21
interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements.
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued an accounting standards update which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it, and simplifies the diluted earnings per share calculation in certain areas. The standards update is effective for interim or annual periods beginning after December 15, 2021. Early adoption is permitted for fiscal periods beginning after December 15, 2020 but the guidance must be adopted as of the beginning of the fiscal year. We plan to early adopt the guidance effective January 1, 2021 and do not expect the adoption to have a material impact on our consolidated financial statements.
NOTE 3 — Fair Value Measurements
Financial assets measured at fair value on a recurring basis as of December 31, 2020 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2
 (In millions)
Assets
Cash equivalents:
Money market funds$147 $147 $— 
Term deposits49 — 49 
U.S. treasury securities150 150 — 
Investments:
Term deposits24 — 24 
       Marketable equity securities123 123 — 
Total assets$493 $420 $73 
Liabilities
Derivatives:
       Foreign currency forward contracts$14 $— $14 

Financial assets measured at fair value on a recurring basis as of December 31, 2019 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2
 (In millions)
Assets
Cash equivalents:
Money market funds$36 $36 $— 
Term deposits865 — 865 
U.S. treasury securities10 10 — 
Investments:
Term deposits526 — 526 
Marketable equity securities129 129 — 
Total assets$1,566 $175 $1,391 
Liabilities
Derivatives:
Foreign currency forward contracts$8 $— $8 
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.
F- 22
We hold term deposit investments with financial institutions. Term deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments.
As of December 31, 2020 and 2019, our cash and cash equivalents consisted primarily of U.S. treasury securities and term deposits with maturities of three months or less and bank account balances.

Our marketable equity securities consist of our investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets. During the years ended December 31, 2020, 2019, and 2018, we recognized a loss of approximately $6 million, a gain of $10 million, and a loss of approximately $145 million, respectively, within other, net in our consolidated statements of operations related to the fair value changes of this equity investment.
We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. As of December 31, 2020, we were party to outstanding forward contracts hedging our liability exposures with a total net notional value of $1.4 billion. As of December 31, 2020 and 2019, we had net forward liabilities of $14 million ($23 million gross forward liability) and $8 million ($30 million gross forward liability) recorded in accrued expenses and other current liabilities. We recorded $74 million, $(8) million and $47 million in net gains (losses) from foreign currency forward contracts in 2020, 2019 and 2018.
Assets Measured at Fair Value on a Non-recurring Basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. We measure our minority equity investments that do not have readily determinable fair values at cost less impairment, adjusted by observable price changes with changes recorded within other, net on our consolidated statements of operations.
Goodwill. Due to the severe and persistent negative effect COVID-19 has 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 these 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 the goodwill impairment charge in each of the periods. As of December 31, 2020, the applicable reporting units within our Retail segment had $2.3 billion of goodwill remaining after these impairments and our trivago segment had $337 million of goodwill remaining.
During 2018, we recognized goodwill impairment charges of $86 million related to a reporting unit in our Retail segment. The charges resulted from sustained under-performance and a less optimistic outlook of the reporting unit, beginning in the second quarter of 2018 and deteriorating further into the fourth quarter of 2018. As a result, we performed an interim and annual quantitative assessment of goodwill for that reporting unit. The fair value estimates for both the interim and annual impairment tests were based on a blended analysis of the present value of future discounted cash flows and market value approach, Level 3 inputs as described above. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as the goodwill impairment charge in the respective periods. As of December 31, 2018, the applicable reporting unit had no remaining goodwill.
Intangible Assets. During 2020, we recognized intangible asset impairment charges of $175 million within our Retail segment, of which $119 million related to indefinite-lived trade names as a result of changes in the 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.
F- 23
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. As discussed further in NOTE 16 – Acquisitions, Other Investments and Divestitures, during the third quarter of 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.
During 2018, we recognized an intangible impairment charge of $42 million in conjunction with the annual impairment testing of goodwill and intangible assets on October 1, 2018. The impairment charge was related to an indefinite-lived trade name within our Retail segment and resulted from changes in estimated future revenues of the related brand. The asset, classified as Level 3 measurement, was written down to $27 million based on valuation using the relief-from-royalty method, which includes unobservable inputs, including royalty rates and projected revenues. In conjunction with the impairment, we reclassified the remainder to a definite-lived asset to be amortized over eight years.
The full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold (in general and versus our expectations) for global economies, the travel industry or our business. Additionally, as the stock of our trivago segment is publicly traded, it is difficult to predict market dynamics and the extent or duration of any stock price declines. As a result, we may continue to record impairment charges in the future due to the potential long-term economic impact and near-term financial impacts of the COVID-19 pandemic.
Minority Investments without Readily Determinable Fair Values. As of December 31, 2020 and 2019, the carrying values of our minority investments without readily determinable fair values totaled $330 million and $467 million. During 2020, we recorded $134 million of losses related to a minority investment, which had recent observable and orderly transactions for similar investments, using an option pricing model that utilizes judgmental inputs such as discounts for lack of marketability and estimated exit event timing. During 2019, we recorded $2 million of losses related to the minority investments. During 2018, we recorded $33 million of gains related to these minority investments, which had recent observable and orderly transactions for similar investments. As of December 31, 2020, total cumulative adjustments made to the initial cost basis of these investments included $2 million in unrealized upward adjustments and $105 million in unrealized downward adjustments (including impairments).
NOTE 4 — Property and Equipment, Net
Our property and equipment consists of the following:
 December 31,
 20202019
 (In millions)
Capitalized software development$3,374 $2,947 
Computer equipment617 643 
Furniture and other equipment128 114 
Buildings and leasehold improvements1,230 688 
Land146 129 
5,495 4,521 
Less: accumulated depreciation(3,289)(2,833)
Projects in progress51 510 
Property and equipment, net$2,257 $2,198 
As of December 31, 2020 and 2019, our recorded capitalized software development costs, net of accumulated amortization, which have been placed in service were $898 million and $893 million. For the years ended December 31, 2020, 2019 and 2018, we recorded amortization of capitalized software development costs of $593 million, $556 million and $479 million included in depreciation and amortization expense.
As of December 31, 2020, 2019 and 2018, we had $9 million, $34 million and $55 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.
F- 24
NOTE 5 – Leases
We have operating leases for office space and data centers. Our leases have remaining lease terms of one year to 17 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 $159 million and $170 million for the years ended December 31, 2020 and 2019, respectively. Under the lease accounting guidance in effect for the year ended December 31, 2018, rent expense was $182 million, which included operating lease costs as well as expense for non-lease components such as common area maintenance.
Supplemental cash flow information related to leases were as follows:
Year ended
December 31,
20202019
(In millions)
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating lease payments$139 $152 
Right-of-use assets obtained in exchange for lease obligations:
   Operating leases117 183 
Supplemental consolidated balance sheet information related to leases were as follows:
December 31, 2020December 31, 2019
(in millions)
Operating lease right-of-use assets$574 $611 
Current lease liabilities, included within Accrued expenses and other current liabilities$126 $119 
Long-term lease liabilities, included within Operating lease liabilities 513 532 
   Total operating lease liabilities$639 $651 
Weighted average remaining lease term8.8 years8.8 years
Weighted average discount rate3.6 %3.5 %
Maturities of lease liabilities are as follows:
Operating Leases
(in millions)
Year ending December 31,
2021$147 
2022109 
202382 
202466 
202557 
2026 and thereafter289 
Total lease payments750 
Less: imputed interest(111)
Total$639 
As of December 31, 2020, our additional operating lease payments, primarily for corporate offices, that have not yet commenced were not material.
F- 25
NOTE 6 — Goodwill and Intangible Assets, Net
The following table presents our goodwill and intangible assets as of December 31, 2020 and 2019: 
 December 31,
 20202019
 (In millions)
Goodwill$7,380 $8,127 
Intangible assets with indefinite lives1,183 1,284 
Intangible assets with definite lives, net332 520 
$8,895 $9,931 
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 2020, due to the severe and persistent negative effect COVID-19 had on global economies, the travel industry and our business, as well as the uncertainty and high variability in anticipated versus actual rates of recovery, in addition to our annual assessment, we deemed it necessary to perform various interim assessments of goodwill and intangible assets. As a result of these assessments, we recognized goodwill impairment charges of $799 million, of which $559 million related to our Retail segment, primarily our Vrbo reporting unit, and $240 million related to our trivago segment. We also incurred impairment charges of $175 million related to intangible assets with both indefinite-lives and definite lives, primarily within our Retail segment.
During 2019, we had no impairments of goodwill or intangible assets with indefinite-lives. During 2018, we incurred impairment charges related to intangible assets with indefinite-lives of $42 million and goodwill of $86 million both within our Retail segment.
Goodwill. The following table presents the changes in goodwill by reportable segment:
RetailB2BtrivagoTotal
 (In millions)
Balance as of January 1, 2019$7,028 $531 $561 $8,120 
Additions21 — — 21 
Foreign exchange translation and other— (2)(12)(14)
Balance as of December 31, 20197,049 529 549 8,127 
Impairment charges(559)— (240)(799)
Foreign exchange translation and other15 9 28 52 
Balance as of December 31, 2020$6,505 $538 $337 $7,380 
As of December 31, 2020, accumulated goodwill impairment losses in total were $3.4 billion of which $3.1 billion was associated with our Retail segment and $240 million was associated with our trivago segment. As of December 31, 2019, accumulated goodwill impairment losses in total were $2.6 billion, which was associated with our Retail 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, 2020 and 2019:
 December 31, 2020December 31, 2019
 CostAccumulated
Amortization		NetCostAccumulated
Amortization		Net
 (In millions)
Customer relationships$638 $(540)$98 $658 $(499)$159 
Supplier relationships661 (556)105 651 (483)168 
Domain names173 (133)40 183 (109)74 
Other1,075 (986)89 1,092 (973)119 
Total$2,547 $(2,215)$332 $2,584 $(2,064)$520 
F- 26
Amortization expense was $154 million, $198 million and $283 million for the years ended December 31, 2020, 2019 and 2018. The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2020, assuming no subsequent impairment of the underlying assets, is as follows, in millions:
2021$102 
202288 
202353 
202449 
202533 
2026 and thereafter7 
Total$332 

NOTE 7 — Debt
The following table sets forth our outstanding debt:
 December 31,
 20202019
 (In millions)
5.95% senior notes due 2020
$— $749 
2.5% (€650 million) senior notes due 2022
798 725 
3.6% senior notes due 2023
496 — 
4.5% senior notes due 2024
497 497 
6.25% senior notes due 2025
1,972 — 
7.0% senior notes due 2025
740 — 
5.0% senior notes due 2026
744 743 
4.625% senior notes due 2027
743 — 
3.8% senior notes due 2028
993 992 
3.25% senior dues due 2030
1,233 1,232 
Total debt(1)
8,216 4,938 
Current maturities of long-term debt— (749)
Long-term debt, excluding current maturities
$8,216 $4,189 
___________________________________
(1)Net of discounts and debt issuance costs.
Current Maturities of Long-term Debt
In August 2020, our $750 million in registered senior unsecured notes that bore interest at 5.95% matured and the balance was repaid.
Long-term Debt
July 2020 Senior Note Private Placements. In July 2020, we privately placed the following senior notes:
•$500 million of senior unsecured notes that are due in December 2023 that bear interest at 3.6% (the “3.6% Notes”). The 3.6% Notes were issued at a price of 99.922% of the aggregate principal amount. Interest is payable semi-annually in arrears in June and December of each year, beginning December 15, 2020. We may redeem some or all of the 3.6% Notes at any time prior to November 15, 2023 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 3.6% Notes on or after November 15, 2023 at par plus accrued and unpaid interest, if any.
•$750 million of 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, beginning February 1, 2021. 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.
F- 27
We also entered into a registration rights agreement with respect to the 3.6% Notes and the 4.625% Notes (together, the “July 2020 Notes”), under which we agreed to use commercially reasonable best efforts to file a registration statement to permit the exchange of the July 2020 Notes for registered notes having the same financial terms and covenants, and cause such registration statement to become effective and complete the related exchange offer within 365 days of the issuance of the July 2020 Notes. If we fail to satisfy certain of its obligations under the registration rights agreement, we will be required to pay additional interest of 0.25% per annum to the holders of the July 2020 Notes until such failure is cured.
May 2020 Senior Note Private Placements. In May 2020, we privately placed the following senior notes:
•$2 billion of senior unsecured notes that are due in May 2025 that bear interest at 6.25% (the “6.25% Notes”). 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, beginning November 1, 2020. 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 senior unsecured notes that are due in May 2025 that bear interest at 7.0% (the “7.0% Notes”). The 7.0% 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, beginning November 1, 2020. We may redeem some or all of the 7.0% Notes at any time prior to May 1, 2022 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 7.0% Notes on or after May 1, 2022 at specified redemption prices set forth in the 7.0% Indenture, plus accrued and unpaid interest, if any. In addition, at any time or from time to time prior to May 1, 2022, we may redeem up to 40% of the aggregate principal amount of the 7.0% Notes with the net proceeds of certain equity offerings at the specified redemption price described in the 7.0% Indenture plus accrued and unpaid interest, if any.
Previous Senior Note Issuances. In prior years, we have issued the following senior notes:
•Euro 650 million of registered senior unsecured notes that are due in June 2022 that bear interest at 2.5% (the “2.5% Notes”). The 2.5% Notes were issued at 99.525% of par resulting in a discount, which is being amortized over their life. Interest is payable annually in arrears in June of each year. We may redeem the 2.5% Notes at our option, at whole or in part, at any time or from time to time. If we elect to redeem the 2.5% Notes prior to March 3, 2022, we may redeem them at a specified “make-whole” premium. If we elect to redeem the 2.5% Notes on or after March 3, 2022, we may redeem them at a redemption price of 100% of the principal plus accrued and unpaid interest. Subject to certain limited exceptions, all payments of interest and principal for the 2.5% Notes will be made in Euros.
•$500 million of registered senior unsecured notes that are due in August 2024 that bear interest at 4.5% (the “4.5% Notes”). The 4.5% Notes were issued at 99.444% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 4.5% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 4.5% Notes prior to May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 4.5% Notes on or after May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest.
•$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.
•$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 privately placed senior unsecured notes that are due in February 2030 and bear interest at 3.25% (the “3.25% Notes”). In February 2020, we completed an offer to exchange these notes for registered notes having substantially the same financial terms and covenants as the original notes (the unregistered and registered notes
F- 28
collectively, 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, beginning February 15, 2020. We may redeem the 3.25% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 3.25% Notes prior to November 15, 2029, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 3.25% Notes on or after November 15, 2029, we may redeem them at a redemption price of 100% of the principal plus accrued interest.
All of our outstanding senior notes (collectively the “Notes”) are senior unsecured obligations issued by Expedia Group and guaranteed by certain domestic Expedia Group subsidiaries. The Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia Group and the guarantor subsidiaries. In addition, the Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. Accrued interest related to the Notes was $110 million and $76 million as of December 31, 2020 and December 31, 2019. The Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest.
The total estimated fair value of our Notes was approximately $9.1 billion and $5.1 billion as of December 31, 2020 and December 31, 2019. The fair value was determined based on quoted market prices in less active markets and is categorized as Level 2 in the fair value hierarchy.
Credit Facilities
Revolving Credit Facility. As of December 31, 2019, Expedia Group maintained a $2 billion unsecured revolving credit facility with a group of lenders, which was unconditionally guaranteed by certain domestic Expedia Group subsidiaries that were the same as under the Notes and expired in May 2023. The facility contained covenants including maximum leverage and minimum interest coverage ratios. As of December 31, 2019, we had no revolving credit facility borrowings outstanding. On March 18, 2020, we borrowed $1.9 billion under the revolving credit facility.
Effective May 5, 2020, the revolving credit facility was amended and restated (the “Amended Credit Facility”) to, among other things:
•suspend the maximum leverage ratio covenant until December 31, 2021;
•increase the maximum permissible leverage ratio (once such covenant is reinstated) until March 31, 2023 (at which time the maximum permissible leverage ratio will return to the level in effect immediately prior to effectiveness of the Amended Credit Facility);
•eliminate the covenant imposing a minimum interest coverage ratio and add a covenant regarding minimum liquidity; as well as
•to make certain other amendments to the affirmative and negative covenants therein.
Obligations under the Amended Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries that guarantee the Amended Credit Facility (subject to certain exceptions, including for our new headquarters located in Seattle, WA) up to the maximum amount permitted under the indentures governing the Notes without securing such Notes. Aggregate commitments under the Amended Credit Facility initially totaled $2 billion, and mature on May 31, 2023.
Loans under the Amended Credit Facility bear interest (A) in the case of eurocurrency loans, at rates ranging from (i) prior to December 31, 2021, 2.25% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, from 1.00% to 1.75% depending on the Company’s credit ratings, and (B) in the case of base rate loans, at rates (i) prior to December 31, 2021, 1.25% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, from 0.00% to 0.75% per annum depending on the Company’s credit ratings.
The amount of stand-by letters of credit (“LOC”) issued under the prior credit facility as well as the Amended Credit Facility reduced the credit amount available. As of December 31, 2020 and December 31, 2019, there was $13 million and $16 million of outstanding stand-by LOCs issued under the facilities.
On August 5, 2020, the Amended Credit Facility was further amended in order to, among other things, make changes to certain provisions of the Amended Credit Facility to conform to the corresponding provisions in the Foreign Credit Facility described below.
Foreign Credit Facility. Pursuant to the terms of the Amended Credit Facility, on August 5, 2020, the Company and Expedia Group International Holdings III, LLC, as borrower (the “Borrower”), entered into that Credit Agreement (as amended,
F- 29
supplemented or otherwise modified from time to time, the “Foreign Credit Facility”) with a group of lenders. Obligations under the Foreign Credit Facility are unsecured. Such obligations are guaranteed by the Company, its subsidiaries that guarantee obligations under the Amended Credit Agreement, as mentioned above, and the Second Amendment, dated as of August 5, 2020, as mentioned below, and certain of the Company’s additional subsidiaries (collectively, the “Guarantors”).
Aggregate commitments under the Foreign Credit Facility total $855 million, and mature on May 31, 2023. Substantially concurrently with the establishment of the Foreign Credit Facility, the Company reduced commitments under the Amended Credit Facility in an amount equal to $855 million and prepaid indebtedness under the Amended Credit Facility in an amount equal to $772 million, which was then outstanding under the Foreign Credit Facility.
Loans under the Foreign Credit Facility bear interest at a rate equal to an index rate plus a margin (A) in the case of eurocurrency loans, (i) prior to December 31, 2021, equal to 2.50% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, ranging from 1.25% to 2.00% per annum, depending on the Company’s credit ratings, and (B) in the case of base rate loans, (i) prior to December 31, 2021, equal to 1.50% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, ranging from 0.25% to per 1.00% annum, depending on the Company’s credit ratings.
The covenants, events of default and other terms and conditions in the Foreign Credit Facility are substantially similar to those in the Amended Credit Facility, but include additional limitations on the Borrower and certain other entities that are not obligors under the Amended Credit Facility.
Subsidiary Credit Facility. In addition, as of December 31, 2020, one of our international subsidiaries maintained a Euro 50 million uncommitted credit facility, which was guaranteed by Expedia Group. The facility was terminated in January 2021.
Outstanding Borrowings. In August 2020, the Company repaid the outstanding amount of $772 million on the Foreign Credit Facility as well as $478 million under the Amended Credit Facility. In December 2020, we repaid the remaining $650 million under the Amended Credit Facility. As of December 31, 2020, there were no borrowings outstanding under either facility. As of December 31, 2020 and December 31, 2019, there were no borrowings outstanding on the subsidiary credit facility.
NOTE 8 — Employee Benefit Plans
Our U.S. employees are generally eligible to participate in a retirement and savings plan that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their pretax salary, but not more than statutory limits. We contribute fifty cents for each dollar a participant contributes in this plan, with a maximum contribution of 3% of a participant’s earnings. Our contribution vests with the employee after the employee completes two years of service. Effective June 1, 2020, as part of cost-saving steps resulting from the business impact of COVID-19, the Expedia Retirement Savings Plan was amended to eliminate matching contributions. Matching contributions were subsequently reinstated effective December 1, 2020. 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, $81 million and $70 million for the years ended December 31, 2020, 2019 and 2018.
NOTE 9 — Stock-Based Awards and Other Equity Instruments
Pursuant to the Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, we may grant restricted stock, restricted stock awards, RSUs, stock options and other stock-based awards to directors, officers, employees and consultants. As of December 31, 2020, we had approximately 14 million shares of common stock reserved for new stock-based awards under the 2005 Stock and Annual Incentive Plan. We issue new shares to satisfy the exercise or release of stock-based awards. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vest 25% after one year and then vest quarterly over the following three years. During 2018, an equity choice program existed for annual awards that allowed for the choice of stock options or RSUs with certain limitations.
F- 30
The following table presents a summary of RSU activity:
RSUsWeighted Average
Grant-Date Fair
Value
 (In thousands) 
Balance as of January 1, 20181,941 $120.19 
Granted1,821 107.37 
Vested(615)118.41 
Cancelled(386)113.55 
Balance as of December 31, 20182,761 113.12 
Granted2,937 121.39 
Vested(952)114.33 
Cancelled(616)117.54 
Balance as of December 31, 20194,130 117.05 
Granted (1)
3,802 94.70 
Vested(1,531)118.99 
Cancelled(1,116)108.88 
Balance as of December 31, 20205,285 101.93 
___________________________________
(1)Includes 0.3 million target level performance share units granted.
The total market value of shares vested during the years ended December 31, 2020, 2019 and 2018 was $172 million, $117 million and $68 million.
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 January 1, 201815,653 $95.23 
Granted5,342 104.72 
Exercised(2,098)71.36 
Cancelled(1,197)107.26 
Balance as of December 31, 201817,700 100.11 
Granted31 123.31 
Exercised(3,370)85.04 
Cancelled(1,246)111.31 
Balance as of December 31, 201913,115 102.97 
Granted— — 
Exercised(3,225)95.36 
Cancelled(1,194)103.29 
Balance as of December 31, 20208,696 105.75 2.7$238 
Exercisable as of December 31, 20206,043 103.59 2.2177 
Vested and expected to vest after December 31, 20208,696 105.75 2.7238 
The aggregate intrinsic value of outstanding options shown in the stock option activity table above represents the total pretax intrinsic value at December 31, 2020, based on our closing stock price of $132.40 as of the last trading date in 2020. The total intrinsic value of stock options exercised was $74 million, $145 million and $107 million for the years ended December 31, 2020, 2019 and 2018.
There were no options granted during the year ended December 31, 2020 and options granted in 2019 were immaterial. The fair value of stock options granted during the year ended December 31, 2018 were estimated at the date of grant using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option-pricing models, assuming the following weighted average assumptions:
F- 31
2018
Risk-free interest rate2.47 %
Expected volatility32.81 %
Expected life (in years)3.80
Dividend yield1.11 %
Weighted-average estimated fair value of options granted during the year$24.97 
In 2020, 2019 and 2018, we recognized total stock-based compensation expense of $205 million, $241 million and $203 million. The total income tax benefit related to stock-based compensation expense was $44 million, $55 million and $39 million for 2020, 2019 and 2018. We capitalized $36 million, $30 million and $24 million of stock-based compensation expense associated with the cost of developing internal-use software in 2020, 2019 and 2018.
Cash received from stock-based award exercises for the years ended December 31, 2020 and 2019 was $301 million and $284 million. Total current income tax benefits during the years ended December 31, 2020 and 2019 associated with the exercise of stock-based awards held by our employees were $1 million and $60 million.
As of December 31, 2020, there was approximately $462 million of unrecognized stock-based compensation expense related to unvested stock-based awards, which is expected to be recognized in expense over a weighted-average period of 2.47 years.
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan (“ESPP”), which allows shares of our common stock to be purchased by eligible employees at three-month intervals at 85% of the fair market value of the stock on the last day of each three-month period. Eligible employees were allowed to contribute up to 10% of their base compensation. Effective August 1, 2020, eligible employees are allowed to contribute up to 15% of their base compensation. During 2020, 2019 and 2018, approximately 212,000, 171,000, and 170,000 shares were purchased under this plan for an average price of $84.89, $99.41 and $101.26 per share. As of December 31, 2020, we have reserved approximately 0.4 million shares of our common stock for issuance under the ESPP.
NOTE 10 — Income Taxes
The following table summarizes our U.S. and foreign income (loss) before income taxes:
 Year Ended December 31,
 202020192018
 (In millions)
U.S.$(2,354)$172 $32 
Foreign(797)603 453 
Total$(3,151)$775 $485 
Provision for Income Taxes
The following table summarizes our provision for income taxes:
 Year Ended December 31,
 202020192018
  (In millions) 
Current income tax (benefit) expense:
U.S. federal$(31)$76 $186 
State— 20 42 
Foreign96 198 167 
Current income tax expense65 294 395 
Deferred income tax (benefit) expense:
U.S. federal(315)(53)(273)
State(65)(9)(25)
Foreign(108)(29)(10)
Deferred income tax (benefit) expense(488)(91)(308)
Income tax (benefit) expense$(423)$203 $87 
F- 32

We reduced our current income tax payable by $1 million, $60 million and $34 million for the years ended December 31, 2020, 2019 and 2018 for tax deductions attributable to stock-based compensation.
Deferred Income Taxes
As of December 31, 2020 and 2019, the significant components of our deferred tax assets and deferred tax liabilities were as follows:
 December 31,
 20202019
 (In millions)
Deferred tax assets:
Provision for accrued expenses$91 $100 
Deferred loyalty rewards180 183 
Net operating loss and tax credit carryforwards654 100 
Stock-based compensation70 86 
Property and equipment54 102 
Operating lease liabilities135 136 
Other172 72 
Total deferred tax assets1,356 779 
Less valuation allowance(216)(77)
Net deferred tax assets$1,140 $702 
Deferred tax liabilities:
Goodwill and intangible assets(422)(485)
Operating lease ROU assets(126)(128)
Total deferred tax liabilities$(548)$(613)
Net deferred tax assets$592 $89 
As of December 31, 2020, we had U.S. federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $1.8 billion, $733 million and $1.4 billion. U.S. federal NOLs of $1.8 billion may be carried forward indefinitely, and U.S. federal NOLs of $20 million expire at various times starting from 2034. State NOLs of $110 million may be carried forward indefinitely, and state NOLs of $623 million expire at various times starting from 2021. Foreign NOLs of $272 million may be carried forward indefinitely, and foreign NOLs of $1.1 billion expire at various times starting from 2021.
As of December 31, 2020, we have a valuation allowance of approximately $216 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 $139 million from the amount recorded as of December 31, 2019 primarily due to the absence of potential capital gains necessary to use capital loss carryforwards. The amount of the deferred tax asset considered realizable, however, may be adjusted if estimates of future taxable income increase, taxable income of the appropriate character is forecasted, capital gains are realized or if objective negative evidence in the form of cumulative GAAP losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.
Due to the one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits in 2017, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To the extent the repatriation resulted in differences between the GAAP and tax carrying values of Expedia Group’s investment in foreign subsidiaries whose offshore earnings are not indefinitely reinvested, or to the extent future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued. The amount of undistributed earnings in foreign subsidiaries where the foreign subsidiary has or will invest undistributed earnings indefinitely outside of the United States, and for which future distributions could be taxable, was $85 million as of December 31, 2020. The unrecognized deferred tax liability related to the U.S. federal income tax consequences of these earnings was $22 million as of December 31, 2020. 
F- 33
Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate
A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to income before income taxes to total income tax expense is as follows:
 Year Ended December 31,
 202020192018
  (In millions) 
Income tax (benefit) expense at the U.S. federal statutory rate of 21%$(662)$163 $102 
Foreign tax rate differential16 40 (42)
U.S. federal research and development credit(24)(25)(23)
Excess tax benefits related to stock-based compensation6 (13)(10)
Unrecognized tax benefits and related interest36 17 23 
Change in valuation allowance139 (3)8 
Return to provision true-ups(20)(12)(7)
trivago stock-based compensation5 7 7 
State taxes(48)22 11 
Non-deductible goodwill impairment170 — 16 
Deferral of capital losses(53)— — 
Global intangible low-taxed income— — 13 
Foreign-derived intangible income— (14)(38)
Other, net12 21 27 
Income tax (benefit) expense$(423)$203 $87 
Our effective tax rate for 2020 was lower than the 21% U.S. federal statutory income tax rate due to valuation allowances and nondeductible impairments measured against a pre-tax loss. Our effective tax rate for 2019 was higher than the 21% U.S. federal statutory income tax rate due to state income taxes, foreign income taxed at higher than the U.S. federal statutory tax rate, as well as losses in foreign jurisdictions for which we did not record a tax benefit. Our effective tax rate for 2018 was lower than the 21% U.S. federal statutory income tax rate due to earnings in foreign jurisdictions, primarily Switzerland, where the statutory income tax rate is lower, as well as excess tax benefits relating to stock-based payments, and foreign-derived intangible income.
Unrecognized Tax Benefits and Interest
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows:
202020192018
  (In millions) 
Balance, beginning of year$305 $293 $261 
Increases to tax positions related to the current year16 12 24 
Increases to tax positions related to prior years18 5 2 
Decreases to tax positions related to prior years(2)— — 
Reductions due to lapsed statute of limitations(4)(2)(2)
Settlements during current year— (11)— 
Interest and penalties12 8 8 
Balance, end of year$345 $305 $293 
As of December 31, 2020, we had $345 million of gross unrecognized tax benefits, $219 million of which, if recognized, would affect the effective tax rate. As of December 31, 2019, we had $305 million of gross unrecognized tax benefits, $188 million of which, if recognized, would affect the effective tax rate. As of December 31, 2018, we had $293 million of gross unrecognized tax benefits, $180 million of which, if recognized, would affect the effective tax rate.
As of December 31, 2020 and 2019, total gross interest and penalties accrued was $49 million and $37 million, respectively. We recognized interest expense of $12 million in 2020 and $8 million in 2019 as well as 2018 in connection with our unrecognized tax benefits.
F- 34
The Company is routinely audited by U.S. federal, state, local and foreign income tax authorities. These audits include questioning the timing and amount of income and deductions, and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service ("IRS") is currently examining Expedia Group’s consolidated U.S. federal income tax returns for the periods ended December 31, 2011 through December 31, 2016. The Company has consented to an extension of the statute of limitations, until September 30, 2021 related to the 2011 to 2013 tax years, and until December 31, 2021 related to the 2014 to 2016 tax years. As of December 31, 2020, for the Expedia Group, Inc. and Subsidiaries group, statute of limitations for tax years 2011 through 2019 remain open to examination in the U.S. federal jurisdiction and most state jurisdictions. For the HomeAway and Orbitz groups, the tax years 2001 through 2015 remain subject to examination in the U.S. federal and most state jurisdictions due to NOL carryforwards.
During the fourth quarter of 2019, the Internal Revenue Service (“IRS”) issued final adjustments related to transfer pricing with our foreign subsidiaries for our 2011 to 2013 tax years. The proposed adjustments would increase our U.S. taxable income by $696 million, which would result in U.S. federal tax of approximately $244 million, subject to interest. We do not agree with the position of the IRS. We filed a protest with the IRS for our 2011 to 2013 tax years and Appeals returned the case to Exam for further review. We are also under examination by the IRS for our 2014 to 2016 tax years. Subsequent years remain open to examination by the IRS. We do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years.
NOTE 11 — Capital Stock
Common Stock and Class B Common Stock
Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.0001 per share, and 400 million shares of Class B common stock with par value of $0.0001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors, and generally vote together on all matters. Common stock is entitled to 1 vote per share and Class B common stock is entitled to 10 votes per share. Holders of common stock, voting as a single, separate class are entitled to elect 25% of the total number of directors. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Expedia Group, Inc., the holders of both classes of common stock have equal rights to receive all the assets of Expedia Group, Inc. after the rights of the holders of the preferred stock, if any, have been satisfied.
Preferred Stock and Warrants
On May 5, 2020, we completed the sale of Series A Preferred Stock (as defined below) and warrants (the “Warrants”) to purchase our common stock (“Common Stock”) to AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc. (the “Apollo Purchaser”) and SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P., affiliates of Silver Lake Group, L.L.C. (the “Silver Lake Purchasers”) pursuant to the Company’s previously announced Investment Agreements, dated as of April 23, 2020, with the Apollo Purchaser and the Silver Lake Purchasers (together, the “Investment Agreements”).
We issued and sold (1) to the Apollo Purchaser, pursuant to the Apollo Investment Agreement, 600,000 shares of the Company’s newly created Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) and Warrants to purchase 4.2 million shares of the Company’s common stock for an aggregate purchase price of $588 million and (2) to the Silver Lake Purchaser, pursuant to the Silver Lake Investment Agreement, 600,000 shares of Series A Preferred Stock and Warrants to purchase 4.2 million shares of Common Stock, for an aggregate purchase price of $588 million. At closing, we paid certain fees in an aggregate amount of $12 million to affiliates of the Apollo Purchaser and the Silver Lake Purchaser. On the terms and subject to the conditions set forth in the Investment Agreements, from and after the closing, (1) each of the Apollo Purchaser and the Silver Lake Purchaser designated one representative who was appointed to the Board of Directors of the Company (the “Board”) and (2) the Apollo Purchaser appointed one non-voting observer to the Board, in each case until such time as the applicable Purchaser and its Permitted Transferees (as defined in the Investment Agreements) no longer beneficially own (a) at least 50% of the shares of Series A Preferred Stock purchased by the applicable Purchaser under the Investment Agreement (unless the applicable Purchaser holds less than 50% of the shares of Series A Preferred Stock as a result of redemptions by the Company, in which case the reference to 50% shall be replaced with a reference to 20%) and (b) Warrants and/or Common Stock for which the Warrants were exercised that represent in the aggregate and on an as exercised basis, at least 50% of the shares underlying the Warrants purchased by the applicable Purchaser under the Investment Agreement.
The Investment Agreements (including the forms of Certificate of Designations, Warrants and Registration Rights Agreement) contain other customary covenants and agreements, including certain standstill provisions and customary preemptive rights.
Certificate of Designations for Series A Preferred Stock. Dividends on each share of Series A Preferred Stock accrue daily on the Preference Amount (as defined below) at the then-applicable Dividend Rate (as defined below) and are payable semi-
F- 35
annually in arrears. As used herein, “Dividend Rate” with respect to the Series A Preferred Stock means (a) from the closing until the day immediately preceding the fifth anniversary of the closing, 9.5% per annum, (b) beginning on each of the fifth, sixth and seventh anniversaries of the closing, the then-applicable Dividend Rate shall be increased by 100 basis points on each such yearly anniversary, and (c) beginning on each of the eighth and ninth anniversaries of the closing date, the then-applicable Dividend Rate shall be increased by 150 basis points on each such yearly anniversary. The Dividend Rate is also subject to certain adjustments if the Company incurs indebtedness causing its leverage to exceed certain thresholds. Dividends are payable (a) until the third anniversary of the closing, either in cash or through an accrual of unpaid dividends (“Dividend Accrual”), at the Company’s option, (b) from the third anniversary of the closing until the sixth anniversary of the closing, either in cash or in a combination of cash and Dividend Accrual (with no more than 50% of the total amount of such Dividend being paid through a Dividend Accrual), at the Company’s option and (c) thereafter, in cash.
The Series A Preferred Stock rank senior to the common stock and the Class B common stock of the Company with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
At any time on or before the first anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 105% of the sum of the original liquidation preference of $1,000 per share of Series A Preferred Stock plus any Dividend Accruals (the “Preference Amount”), plus accrued and unpaid distributions as of the redemption date. Any time after the first anniversary of the closing but on or prior to the second anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 103% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. Any time after the second anniversary of the closing but on or prior to the third anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 102% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. Any time after the third anniversary of the closing but on or prior to the fourth anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 101% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. At any time after the fourth anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to the Preference Amount plus accrued and unpaid distributions as of the redemption date.
In addition, upon the occurrence of a change of control, (i) we shall have the right, but not the obligation, to redeem any or all of the outstanding shares of Series A Preferred Stock at the then applicable redemption price, payable in cash and (ii) each holder will have the right, but not the obligation, to require the Company to redeem any or all of the outstanding shares of Series A Preferred Stock owned by such holder at the then applicable redemption price, payable in cash.
The Series A Preferred Stock is not convertible into common stock or Class B common stock.
Each holder of Series A Preferred Stock will have one vote per share on any matter on which holders of Series A Preferred are entitled to vote separately as a class (as described below), whether at a meeting or by written consent. The holders of shares of Series A Preferred Stock do not otherwise have any voting rights.
The vote or consent of the holders of at least two-thirds of the shares of Series A Preferred Stock outstanding at such time, voting together as a separate class, is required in order for the Company to (i) amend, alter or repeal any provision of its Amended and Restated Certificate of Incorporation (including the certificates of designations relating to the Series A Preferred Stock) in a manner that would have an adverse effect on the rights, preferences or privileges of the Series A Preferred Stock, as applicable, (ii) issue, any capital stock ranking senior or pari passu to the Series A Preferred Stock, other than certain issuances to a governmental entity in connection with a financing transaction or (iii) liquidate, dissolve or wind up the Company.
The Series A Preferred Stock is classified within temporary equity on our consolidated balance sheets due to provisions that could cause the equity to be redeemable at the option of the holder. However, such events that could cause the Series A Preferred Stock to become redeemable are not considered probable of occurring. As of December 31, 2020, the carrying value of the Series A Preferred Stock was $1,022 million, net of $68 million in initial discount and issuance costs as well as $110 million allocated on a relative fair value basis to the concurrently issued Warrants recorded to additional paid-in capital (as described below). The Series A Preferred Stock accumulated and paid $75 million (or $62.47 per share of Series A Preferred Stock) in total dividends during 2020.
Warrants to Purchase Company Common Stock. Pursuant to the Investment Agreements, we issued to each of (1) the Silver Lake Purchasers (in the aggregate) and (2) the Apollo Purchaser, Warrants to purchase 4.2 million shares of Common Stock at an exercise price of $72.00 per share, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Company on the Common Stock. The Warrants are exercisable on a net share settlement basis. The Warrants expire ten years after the closing date.
F- 36
Registration Rights Agreement. In connection with and concurrently with the effective time of the transactions contemplated by the Investment Agreements, the Company, the Apollo Purchaser and the Silver Lake Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Apollo Purchaser and the Silver Lake Purchasers are entitled to certain registration rights. Under the terms of the Registration Rights Agreement, the Apollo Purchaser and the Silver Lake Purchasers are entitled to customary registration rights with respect to the shares of Common Stock for which the Warrants may be exercised and, from and after the fifth anniversary of the closing, the Series A Preferred Stock.
Treasury Stock
As of December 31, 2020, the Company's treasury stock was comprised of approximately 123.5 million common stock and 7.3 million Class B shares. As of December 31, 2019, the Company's treasury stock was comprised of approximately 119.6 million common stock and 7.3 million Class B shares. As of December 31, 2018, the entire treasury stock balance of 97.2 million was common stock.
Share Repurchases. During 2019, 2012, 2010, and 2006, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock in each of the respective years, during 2015 authorized a repurchase of up to 10 million shares of our common stock and during 2018 authorized a repurchase of up to 15 million shares of our common stock for a total of 105 million shares. Shares repurchased under the authorized programs were as follows:
 Year Ended December 31,
 202020192018
Number of shares repurchased3.4 million5.6 million7.7 million
Average price per share$109.88 $122.72 $117.02 
Total cost of repurchases (in millions)(1)
$370 $683 $903 
___________________________________
(1)Amount excludes transaction costs.
As of December 31, 2020, 23.3 million shares remain authorized for repurchase under the 2019 and 2018 authorizations with no fixed termination date for the repurchases.
For information related to shares repurchased as part of the Liberty Expedia Holdings transaction during 2019, see NOTE 17 – Liberty Expedia Holdings Transaction.
Dividends on our Common Stock
In 2020, 2019 and 2018, 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
Year ended December 31, 2019:
February 6, 2019$0.32 March 7, 2019$47 March 27, 2019
May 1, 20190.32 May 23, 201948 June 13, 2019
July 24, 20190.34 August 22, 201950 September 12, 2019
November 6, 20190.34 November 19, 201950 December 12, 2019
Year ended December 31, 2018:
February 7, 2018$0.30 March 8, 2018$46 March 28, 2018
April 24, 20180.30 May 24, 201845 June 14, 2018
July 23, 20180.32 August 23, 201847 September 13, 2018
October 19, 20180.32 November 15, 201848 December 6, 2018
During the second quarter of 2020, we suspended quarterly dividends on our common stock. We do not expect to declare future dividends on our common stock, at least until the current economic and operating environment improves.
F- 37
Accumulated Other Comprehensive Income (Loss)
The balance of accumulated other comprehensive loss as of December 31, 2020 and 2019 was comprised of foreign currency translation adjustments. These translation adjustments include foreign currency transaction losses at December 31, 2020 and 2019 of $69 million ($90 million before tax) and $15 million ($19 million before tax) associated with our 2.5% Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets. See NOTE 2 — Significant Accounting Policies for more information.
Non-redeemable Non-controlling Interests
As of December 31, 2020 and 2019, our ownership interest in trivago was approximately 59.0% and 59.3%.
In August 2018, we purchased the remaining 25% minority equity interest in AAE Travel Pte. Ltd., the joint venture formed by Air Asia and Expedia Group in March 2011. Prior to this transaction, we held a 75% controlling interest in the joint venture since 2015. The cash consideration was approximately $62 million.
NOTE 12 — Earnings Per Share
Basic Earnings Per Share
Basic earnings per share was calculated for the years ended December 31, 2020, 2019 and 2018 using the weighted average number of common and Class B common shares outstanding during the period excluding restricted stock and stock held in escrow.
Diluted Earnings Per Share
For the years ended December 31, 2019 and 2018, we computed diluted earnings per share using (i) the number of shares of common stock and Class B common stock used in the basic earnings per share calculation as indicated above (ii) if dilutive, the incremental common stock that we would issue upon the assumed exercise of stock options and the vesting of RSUs using the treasury stock method, and (iii) other stock-based commitments.
The following table presents our basic and diluted earnings (loss) per share:
 Year Ended December 31,
 202020192018
 (In millions, except share and per share data)
Net income (loss) attributable to Expedia Group, Inc.$(2,612)$565 $406 
Preferred stock dividend(75)— — 
Net income (loss) attributable to Expedia Group, Inc. common stockholders$(2,687)$565 $406 
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:
Basic$(19.00)$3.84 $2.71 
Diluted(19.00)3.77 2.65 
Weighted average number of shares outstanding (000's):
Basic141,414 147,194 149,961 
Dilutive effect of:
Options to purchase common stock— 1,873 2,317 
Other dilutive securities— 817 611 
Diluted141,414 149,884 152,889 
Outstanding stock awards and common stock warrants that have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive were approximately 22 million for the year ended December 31, 2020, seven million for 2019, and nine million for 2018.
The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.
NOTE 13 — Restructuring and Related Reorganization Charges
In February 2020, we committed to restructuring actions intended to simplify our businesses and improve operational
F- 38
efficiencies, which have resulted in headcount reductions, and, subsequently in 2020, the Company accelerated further actions to adapt our business to the current environment. As a result, we recognized $231 million in restructuring and related reorganization charges during 2020. Based on current plans, which are subject to change, we expect total reorganization charges in 2021 of approximately $60 million. However, we continue to actively evaluate additional cost reduction efforts and should we make decisions in future periods to take further actions we will incur additional reorganization charges.
We also engaged in certain smaller scale restructure actions in 2019 to centralize and migrate certain operational functions and systems, for which we recognized $24 million in restructuring and related reorganization charges, which were primarily related to severance, benefits and professional fees. We had no restructuring charges in 2018.
The following table summarizes the restructuring and related reorganization activity for the year ended December 31, 2020 with the other charges primarily comprised of lease impairments and professional fees:
Employee Severance and BenefitsOtherTotal
 (In millions)
Accrued liability as of January 1, 2020$11 $6 $17 
Charges205 26 231 
Payments(120)(17)(137)
Non-cash items7 (15)(8)
Accrued liability as of December 31, 2020$103 $— $103 

NOTE 14 — Other Income (Expense)
Other, net
The following table presents the components of other, net:
 For the Year Ended December 31,
 202020192018
 (In millions)
Foreign exchange rate gains (losses), net
$71 $(34)$3 
Gains (losses) on minority equity investments, net(142)8 (111)
Loss on sale of businesses, net(13)— — 
Other(6)12 (2)
Total$(90)$(14)$(110)


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, 2020:
  By Period
 TotalLess than
1  year		1 to 3
years		3 to 5
years		More than
5  years
 (In millions)
Purchase obligations$1,042 $551 $452 $39 $— 
Guarantees59 59 — — — 
Letters of credit32 24 5 — 3 
$1,133 $634 $457 $39 $3 
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.
F- 39
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, 2020, 2019 and 2018.
Legal Proceedings
In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia Group. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.
Litigation Relating to Occupancy Taxes. One hundred one lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes. Nine lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to us or the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, forty-eight of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Thirty-four dismissals were based on a finding that we and the other defendants were not subject to the local tax ordinance or that the local government lacked standing to pursue its claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $58 million and $48 million as of December 31, 2020 and 2019, 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. For example, on September 13, 2018, the City of San Francisco refunded all pay-to-play payments previously made by Expedia Group companies, along with accumulated interest. The $78 million refund was recorded as a gain within legal reserves, occupancy tax and other in the consolidated statements of operations and $19 million of accumulated interest to interest income during 2018.
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.
F- 40
Competition and Consumer Matters. On August 23, 2018, the Australian Competition and Consumer Commission, or "ACCC", instituted proceedings in the Australian Federal Court against trivago. The ACCC alleged breaches of Australian Consumer Law, or "ACL," relating to trivago’s advertisements in Australia concerning the hotel prices available on trivago’s Australian site, trivago’s strike-through pricing practice and other aspects of the way offers for accommodation were displayed on trivago's Australian website. The matter went to trial in September 2019 and, on January 20, 2020, the Australian Federal Court issued a judgment finding trivago had engaged in conduct in breach of the ACL. On March 4, 2020, trivago filed a notice of appeal of part of that judgment at the Australian Federal Court. On November 4, 2020, the Australian Federal Court dismissed trivago's appeal. The court has yet to set a date for a separate hearing regarding penalties and other orders. We recorded the estimated probable loss associated with the proceedings in a previous period. An estimate for the reasonable possible loss or range of loss in excess of the amount reserved cannot be made.
NOTE 16 – Acquisitions, Other Investments and Divestitures
2020 and 2019 Acquisition Activity
We had no acquisition activity during the year ended December 31, 2020 and nominal acquisition activity during the year ended December 31, 2019. Refer to NOTE 17 – Liberty Expedia Holdings Transaction for details of this transaction completed during 2019.
2018 Acquisition and Other Investment Activity
During 2018, we completed two business combinations. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions:
Goodwill$31 
Intangibles with definite lives (1)
24 
Deferred tax liabilities, net(1)
     Total (2)
$54 
___________________________________
(1)Acquired intangible assets with definite lives had a weighted average useful life of 2.9 years.
(2)Included cash acquired of $1 million.
The goodwill recorded for the business combinations was not expected to be deductible for tax purposes. The results of operations were immaterial from the transaction close dates through December 31, 2018.
Other Investments. In December 2018, we made an additional investment of $70 million in Traveloka Holding Limited ("Traveloka"), a Southeast Asian online travel company, for which we made an initial investment during 2017. The initial investment in July 2017 of $350 million expanded our partnership to include deeper cooperation on hotel supply between our two companies. The majority of our investments are accounted for as a minority equity investment and included within long-term investment and other assets on the consolidated balance sheets with a small portion of the initial investment allocated to intangible assets.
2020 Disposition Activity
During the third quarter of 2020, in connection with our efforts to focus on our core businesses and streamline our activities, we committed to a plan that we think is probable of completion within the next year to divest certain smaller businesses within our Retail segment, one of which completed its sale in October 2020 and one we expect to complete in March 2021.
We recognized a loss of $13 million within other, net in the consolidated statements of operations during the fourth quarter of 2020 with respect to the sale of the disposal group which completed in October 2020.
As a result, beginning in the third quarter of 2020, the related assets and liabilities of these disposal groups were considered held-for-sale and, for the business that remains as held-for-sale as of December 31, 2020, consists of the following:
•Held-for-sale assets of $21 million, which were primarily classified within cash of $5 million, accounts receivable of $2 million and prepaid expenses and other current assets of $12 million.
•Held-for-sale liabilities of $53 million, which were primarily classified within merchant accounts payable of $8 million, accrued expenses and other current liabilities of $5 million and deferred merchant bookings of $38 million.
F- 41
In May 2020, we completed the sale of Bodybuilding.com, and the impacts of the divestiture are not considered material to the Company.
NOTE 17 – Liberty Expedia Holdings Transaction
On July 26, 2019, Expedia Group acquired all of the outstanding shares of Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) in a merger transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock were exchanged for newly issued shares of common stock of Expedia Group with a fair value of $2.9 billion, assumption of $400 million in debt and $15 million of cash. We accounted for the acquired Liberty Expedia Holdings assets and liabilities, except for the Expedia Group shares repurchased, as a business combination. We accounted for the acquired Expedia Group shares held by Liberty Expedia Holdings as a share repurchase for consideration of $3.2 billion. As a result of this transaction, Expedia Group’s shares outstanding were reduced by approximately 3.1 million shares. The fair value of the assets and liabilities acquired in the business combination was $96 million, which was primarily comprised of $78 million of cash and $10 million of a trade name definite lived intangible asset related to Bodybuilding.com. Bodybuilding.com is primarily an Internet retailer of dietary supplements, sports nutrition products, and other health and wellness products. No goodwill was recorded for the portion of the transaction accounted for as a business combination.
In connection with the Liberty Expedia Holdings transaction, a wholly-owned subsidiary of Expedia Group, Inc. (“Merger LLC”) assumed the obligations of Liberty Expedia Holdings with respect to the $400 million aggregate outstanding principal amount of 1.0% Exchangeable Senior Debentures due 2047 issued by Liberty Expedia Holdings (the “Exchangeable Debentures”) and the indenture governing the Exchangeable Debentures. Also in connection with the Liberty Expedia Holdings transaction, Liberty Expedia Holdings delivered a notice of redemption with respect to the Exchangeable Debentures, pursuant to which Merger LLC would redeem all of the Exchangeable Debentures at a redemption price, in cash, equal to the sum of (i) the adjusted principal amount of such Exchangeable Debentures, (ii) any accrued and unpaid interest on such Exchangeable Debentures to the redemption date, and (iii) any final period distribution on such Exchangeable Debentures (subject to the right of holders of the Exchangeable Debentures to exchange such Exchangeable Debentures for equity of Expedia Group, Inc. or, at Merger LLC’s election, cash or a combination of such equity and cash). On August 26, 2019, Merger LLC redeemed all of the Exchangeable Debentures in exchange for a total payment of approximately $401 million (with no holders of the Exchangeable Debentures electing to exchange).
Bodybuilding.com was consolidated into our financial statements starting on the acquisition date and we recognized $58 million in revenue and $7 million in operating losses for the year ended December 31, 2019, which was included within Corporate and Eliminations in our segment footnote.
For information related to the Liberty Expedia Holdings transaction, see NOTE 18 — Related Party Transactions below.
NOTE 18 — Related Party Transactions
Mr. Diller is the Chairman and Senior Executive of Expedia Group. Certain relationships between Mr. Diller and the Company in connection with the Liberty Expedia Transaction (as defined below) are described below.
Prior to the closing of the Liberty Expedia Transaction on July 26, 2019, Liberty Expedia Holdings and its subsidiaries held 11,076,672 shares of Expedia Group common stock and 12,799,999 shares of Expedia Group Class B common stock, which shares represented approximately 53% of the total voting power of all shares of Expedia Group common stock and Class B common stock, based on a total of 136,832,712 shares of Expedia Group common stock and 12,799,999 shares of Class B common stock outstanding as of July 12, 2019. Pursuant to an Amended and Restated Stockholders Agreement between Liberty Expedia and Mr. Diller (as amended as of November 4, 2016, the “Stockholders Agreement”), Mr. Diller generally had the right to vote all shares of Expedia Group common stock and Class B common stock held by Liberty Expedia Holdings and its subsidiaries (the “Diller Proxy”). As described below, the Stockholders Agreement, including the Diller Proxy, was terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction.
Merger Agreement
On April 15, 2019, Expedia Group entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019, the “Merger Agreement”) with Liberty Expedia Holdings, LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger LLC”), and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Sub”) and certain other related agreements (the transactions contemplated by the Merger Agreement and related agreements, the “Liberty Expedia Transaction”). The Merger Agreement provided for, among other things, (i) the merger of Merger Sub with and into Liberty Expedia Holdings (the “Merger”), with Liberty Expedia Holdings surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, the merger of Liberty Expedia Holdings (as the surviving corporation
F- 42
in the Merger) with and into Merger LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of the Company.
On July 26, 2019, the Combination was completed. At the effective time of the Merger (the “Effective Time”), each share of Series A common stock, par value $0.01 per share, of Liberty Expedia Holdings (the “Liberty Expedia Series A common stock”) and each share of Series B common stock, par value $0.01 per share, of Liberty Expedia Holdings (the “Liberty Expedia Series B common stock”) issued and outstanding immediately prior to the Effective Time (except for shares held by Liberty Expedia Holdings as treasury stock or held directly by Expedia Group) was converted into the right to receive a number of shares of Expedia Group common stock such that each holder of record of shares of Liberty Expedia Series A common stock or Liberty Expedia Series B common stock had the right to receive, in the aggregate, a number of shares of Expedia Group common stock equal to the product of the total number of shares of such series of Liberty Expedia Series A common stock and Liberty Expedia Series B common stock held of record by such holder immediately prior to the Merger multiplied by an exchange ratio equal to 0.36, with such product rounded up to the next whole share of Expedia Group common stock. The aggregate consideration payable in the Combination was approximately 20.7 million shares of Expedia Group common stock.
Voting Agreement
In connection with the transactions contemplated by the Merger Agreement, John C. Malone and Leslie Malone (together, the “Malone Group”) entered into a voting agreement (the “Voting Agreement”) with the Company on April 15, 2019, pursuant to which, at the July 26, 2019 meeting of the Liberty Expedia Holdings stockholders at which the Merger was approved, the Malone Group voted shares of Liberty Expedia common stock representing approximately 32% of the total voting power of the issued and outstanding shares of Liberty Expedia Holdings common stock as of April 30, 2019, as reported in Liberty Expedia Holdings’ Definitive Proxy Statement on Schedule 14A filed on June 26, 2019, in favor of the Merger Agreement and the transactions contemplated thereby.
Exchange Agreement
Simultaneously with the entry into the Merger Agreement, Mr. Diller, The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family Foundation”), Liberty Expedia Holdings and the Company entered into an Exchange Agreement (the “Exchange Agreement,” the rights contemplated by which and by the Governance Agreement (as defined below) were agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Former Governance Agreement (as defined below) and the Stockholders Agreement), and pursuant to which on July 26, 2019, immediately prior to the closing of the Combination, Mr. Diller and the Family Foundation exchanged with Liberty Expedia Holdings 5,523,452 shares of Expedia Group common stock for the same number of shares of Expedia Group Class B common stock held by Liberty Expedia Holdings (the shares of Class B common stock acquired by Mr. Diller and the Family Foundation pursuant to the Exchange Agreement, collectively referred to as the “Original Shares”). The Original Shares represent approximately 29% of the total voting power of all shares of Expedia Group common stock and Class B common stock, based on approximately 138 million shares of Expedia Group common stock and approximately 5.5 million shares of Class B common stock outstanding as of December 31, 2020.
Former Governance Agreement
During 2018 through July 26, 2019, Liberty Expedia Holdings (as assignee of Qurate Retail, Inc. (“Qurate”)) was a party to the Amended and Restated Governance Agreement, dated as of December 20, 2011, as amended, among the Company, Liberty Expedia Holdings and Mr. Diller (the “Former Governance Agreement”), pursuant to which Liberty Expedia Holdings had the right to nominate up to a number of directors equal to 20% of the total number of the directors on the Board (rounded up to the next whole number if the number of directors on the Board were not an even multiple of five) and had certain rights regarding committee participation, so long as Liberty Expedia Holdings satisfied certain stock ownership requirements. The Former Governance Agreement was terminated on July 26, 2019 upon the closing of the Liberty Expedia Transaction, at which time, pursuant to the Merger Agreement, each of the three directors serving on the Expedia Group Board of Directors who were nominated by Liberty Expedia Holdings resigned from the Board.
New Governance Agreement
Simultaneously with the entry into the Merger Agreement, the Company and Mr. Diller entered into a Second Amended and Restated Governance Agreement (the “Governance Agreement,” the rights contemplated by which and by the Exchange Agreement were agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Former Governance Agreement and the Stockholders Agreement), which provided, among other things, that Mr. Diller could exercise a right (the “Purchase/Exchange Right”) during the nine month period following the closing of the Combination, to acquire up to 7,276,547 shares of Expedia Group Class B common stock by (1) exchange with the Company (or its wholly owned subsidiary) for an equivalent number of shares of Expedia Group common stock, or (2) purchase from the Company (or its wholly owned subsidiary) at a price per share equal to the average closing price of Expedia Group common stock for the five
F- 43
trading days immediately preceding notice of exercise (any shares acquired pursuant to the Purchase/Exchange Right, the “Additional Shares”). The Purchase/Exchange Right could be exercised from time to time in whole or in part.
On April 10, 2020, the Company and Mr. Diller entered into Amendment No. 1 (the “Governance Agreement Amendment”) to the New Governance Agreement. The Governance Agreement Amendment was entered into pursuant to the stipulation and order entered by the Delaware Court of Chancery on March 30, 2020 (the “Order”), and was approved by the Special Litigation Committee of the Board of Directors of the Company formed to, among other things, investigate and evaluate the claims raised against certain current and former members of the Board of Directors and officers of the Company in the consolidated action captioned In re Expedia Group Stockholders Litigation, Consolidated Case No. 2019-0494-JTL (the “Delaware Litigation”). Pursuant to the Order, Mr. Diller was not permitted to exercise the Purchase/Exchange Right prior to the Special Litigation Committee notifying Mr. Diller that it had completed its investigation of the claims raised in the Delaware Litigation (the “Completion Date”). The Governance Agreement Amendment extended the deadline by which Mr. Diller may have exercised the Purchase/Exchange Right to December 7, 2020 (the close of business on the forty-fifth day following the Completion Date). The Purchase/Exchange Right expired unexercised on December 7, 2020.
Subject to limited exception, no current or future holder of Original Shares may (and no holder of Additional Shares would have been permitted to) participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Class B common stock and shares of Expedia Group common stock. These requirements negotiated by the Expedia Group Special Committee and agreed to by Mr. Diller under the Governance Agreement did not exist under the Former Governance Agreement.
At the 2019 Annual Meeting of the Company’s stockholders, the Company's stockholders approved a proposal to amend the Company's certificate of incorporation to reflect the aforementioned transfer restrictions, automatic conversion provisions and change-of-control restrictions reflected in the Governance Agreement. The amendment was filed with the Secretary of State of Delaware on December 3, 2019, and became effective at 11:59 p.m., Eastern Time, on December 3, 2019.
Following the closing of the Liberty Expedia Transaction, the Company ceased to be a controlled company under the Nasdaq Stock Market Listing Rules and is required to comply with all of Nasdaq’s corporate governance requirements. While it is possible that Mr. Diller may at some point in the future beneficially own more than 50% of the outstanding voting power of the Company, the provisions of the Governance Agreement and the Company's amended and restated certificate of incorporation provide that, subject to limited exception, no current or future holder of Original Shares may participate in, or vote or tender in favor of, any change of control transaction involving at least 50% of the outstanding shares of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Expedia Group Class B common stock and shares of Expedia Group common stock.
Other Agreements
Simultaneously with the Company’s entry into the Merger Agreement, certain additional related agreements were entered into, including:
A Stockholders Agreement Termination Agreement by and among Mr. Diller, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Stockholders Agreement, including the Diller Proxy, terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction;
A Governance Agreement Termination Agreement, by and among Mr. Diller, the Company, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Former Governance Agreement terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction;
An Assumption and Joinder Agreement to Tax Sharing Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia Transaction, Liberty Expedia Holdings’ rights and obligations under the Tax Sharing Agreement, dated as of November 4, 2016, by and between Qurate and Liberty Expedia Holdings;
An Assumption Agreement Concerning Transaction Agreement Obligations by and among the Company, Liberty Expedia Holdings, Qurate and the Malone Group, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia Transaction, certain of Liberty Expedia Holdings’ rights and obligations under the Amended and Restated Transaction Agreement, dated as of September 22, 2016, as amended by the letter agreement dated as of March 6, 2018, as further amended by Amendment No. 2 to Transaction Agreement, dated as of April 15, 2019 (the “Transaction Agreement”), which survived the termination of the Transaction Agreement; and
An Assumption and Joinder Agreement to Reorganization Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia
F- 44
Transaction, Liberty Expedia Holdings’ rights and obligations under the Reorganization Agreement, dated as of October 26, 2016, by and between Qurate and Liberty Expedia Holdings.
IAC/InterActiveCorp
In addition to serving as our Chairman and Senior Executive, Mr. Diller also serves as Chairman of the Board of Directors and Senior Executive at IAC. The Company and IAC are related parties, insofar as Mr. Diller serves as Chairman and Senior Executive of both Expedia Group and IAC. Each of IAC and Expedia Group has a 50% ownership interest in two aircraft that may be used by both companies. We share equally in fixed and nonrecurring costs for the planes; direct operating costs are pro-rated based on actual usage. In addition, in April 2019, Expedia Group and IAC entered into an agreement to jointly acquire a new corporate aircraft for a total expected cost of approximately $72 million (including purchase and related costs), which will be split evenly between the two companies. In 2019, we paid $23 million (50% of the purchase price and refurbishment costs paid to date) for our interest. 2020 payments were nominal. The respective share of the balance is due upon delivery of the new aircraft, which is expected to occur in early 2021. As of December 31, 2020 and 2019, the net basis in our ownership interest in the planes was $50 million and $53 million, respectively, recorded in long-term investments and other assets. In 2020, 2019 and 2018, operating and maintenance costs paid directly to the jointly-owned subsidiary for the airplanes were nominal.
NOTE 19 — Segment Information
Beginning in the first quarter of 2020, we have the following reportable segments: Retail, B2B, and trivago. The change from our previous reportable segments, Core OTA, trivago, Vrbo and Egencia, reflect Expedia Group’s efforts to simplify our organization into a platform operating model by aligning our retail brand operations, combining our business focused brands and centralizing our platform and supply organizations to support all of our businesses. Our Retail segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of consumer brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Vrbo, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com, Expedia Cruises and Classic Vacations. Our B2B segment is comprised of our Expedia Business Services organization including Expedia Partner Solutions, which offers private label and co-branded products to make travel services available to travelers through third-party company branded websites, and Egencia, a full-service travel management company that provides travel services to businesses and their corporate customers. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites.
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Adjusted EBITDA. Adjusted EBITDA for our Retail and B2B segments includes allocations of certain expenses, primarily related to our global travel supply organization and the majority of costs from our product and technology platform, as well as facility costs and the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change.
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 subsequent to our acquisition in July 2019 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.
F- 45
The following tables present our segment information for 2020, 2019 and 2018. 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, 2020
 RetailB2BtrivagoCorporate &
Eliminations		Total
 (In millions)
Third-party revenue$3,993 $942 $205 $59 $5,199 
Intersegment revenue— — 75 (75)— 
Revenue$3,993 $942 $280 $(16)$5,199 
Adjusted EBITDA$254 $(208)$(14)$(400)$(368)
Depreciation(525)(128)(12)(74)(739)
Amortization of intangible assets— — — (154)(154)
Impairment of goodwill— — — (799)(799)
Impairment of intangible assets— — — (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$(329)$(339)$(26)$(2,025)(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)


F- 46
 Year ended December 31, 2019
 RetailB2BtrivagoCorporate & EliminationsTotal
 (In millions)
Third-party revenue$8,808 $2,579 $622 $58 $12,067 
Intersegment revenue— — 316 (316)— 
Revenue$8,808 $2,579 $938 $(258)$12,067 
Adjusted EBITDA$2,121 $447 $85 $(519)$2,134 
Depreciation(512)(110)(11)(79)(712)
Amortization of intangible assets— — — (198)(198)
Stock-based compensation— — — (241)(241)
Legal reserves, occupancy tax and other— — — (34)(34)
Restructuring and related reorganization charges— — — (24)(24)
Realized (gain) loss on revenue hedges(8)(14)— — (22)
Operating income (loss)$1,601 $323 $74 $(1,095)903 
Other expense, net(128)
Income before income taxes775 
Provision for income taxes(203)
Net income572 
Net income attributable to non-controlling interests(7)
Net income attributable to Expedia Group, Inc.$565 

 Year ended December 31, 2018
 RetailB2BtrivagoCorporate & EliminationsTotal
 (In millions)
Third-party revenue$8,389 $2,143 $691 $— $11,223 
Intersegment revenue— — 393 (393)— 
Revenue$8,389 $2,143 $1,084 $(393)$11,223 
Adjusted EBITDA$2,088 $341 $16 $(475)$1,970 
Depreciation(493)(101)(15)(67)(676)
Amortization of intangible assets— — — (283)(283)
Impairment of goodwill— — — (86)(86)
Impairment of intangible assets— — — (42)(42)
Stock-based compensation— — — (203)(203)
Legal reserves, occupancy tax and other— — — 59 59 
Realized (gain) loss on revenue hedges(5)(20)— — (25)
Operating income (loss)$1,590 $220 $1 $(1,097)714 
Other income, net(229)
Income before income taxes485 
Provision for income taxes(87)
Net income398 
Net loss attributable to non-controlling interests8 
Net income attributable to Expedia Group, Inc.$406 


F- 47
Revenue by Business Model and Service Type
The following table presents revenue by business model and service type for the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
202020192018
(In millions)
Business Model
Merchant$3,261 $6,763 $6,125 
Agency1,267 3,882 3,701 
Advertising, media and other671 1,422 1,397 
Total revenue
$5,199 $12,067 $11,223 
Service Type
Lodging$4,051 $8,362 $7,597 
Air105 869 881 
Advertising and media405 1,104 1,103 
Other(1)
638 1,732 1,642 
Total revenue
$5,199 $12,067 $11,223 
___________________________________

(1)Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material. Other also includes product revenue of $59 million and $58 million during the years ended December 31, 2020 and 2019 related to Bodybuilding.com, which was sold in May 2020.
Our Retail and B2B segments generate revenue from the merchant, agency and advertising, media and other business models as well as all service types. trivago segment revenue is generated through advertising and media.

Geographic Information
The following table presents revenue by geographic area, the United States and all other countries, based on the geographic location of our websites or points of sale with the exception of trivago, which has all been allocated to Germany, the location of its corporate headquarters, for the years ended December 31, 2020, 2019 and 2018. 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,
 202020192018
 (In millions)
Revenue
United States$3,511 $6,869 $6,202 
All other countries1,688 5,198 5,021 
$5,199 $12,067 $11,223 
The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2020 and 2019:
 As of December 31,
 20202019
 (In millions)
Property and equipment, net
United States$2,114 $2,038 
All other countries143 160 
$2,257 $2,198 

F- 48
NOTE 20 — Valuation and Qualifying Accounts
The following table presents the changes in our valuation and qualifying accounts. Other reserves primarily include our accrual of the cost associated with purchases made on our website related to the use of fraudulent credit cards “charged-back” due to payment disputes and cancellation fees as well as refund reserves in 2020 due to COVID impacts.
DescriptionBalance at
Beginning of
Period		Charges to
Earnings
Charges to
Other
Accounts(1)
DeductionsBalance at End
of Period
 (In millions)
2020
Allowance for expected credit losses$41 $82 $2 $(24)$101 
Other reserves19 392(2)58 
2019
Allowance for doubtful accounts$34 $25 $(3)$(15)$41 
Other reserves19 19 
2018
Allowance for doubtful accounts$31 $27 $(8)$(16)$34 
Other reserves22 19 
___________________________________
(1)Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications.
NOTE 21 — Quarterly Financial Information (Unaudited) 
 
 Three Months Ended
 December 31September 30June 30March 31
 (In millions, except per share data)
Year ended December 31, 2020
Revenue$920 $1,504 $566 $2,209 
Operating loss(463)(113)(849)(1,294)
Net loss attributable to Expedia Group, Inc common stockholders(412)(221)(753)(1,301)
Basic loss per share(1)
$(2.89)$(1.56)$(5.34)$(9.24)
Diluted loss per share(1)
(2.89)(1.56)(5.34)(9.24)
Year ended December 31, 2019
Revenue$2,747 $3,558 $3,153 $2,609 
Operating income (loss)160 609 265 (131)
Net income (loss) attributable to Expedia Group, Inc. common stockholders76 409 183 (103)
Basic earnings (loss) per share(1)
$0.52 $2.77 $1.23 $(0.69)
Diluted earnings (loss) per share(1)
0.52 2.71 1.21 (0.69)
___________________________________
(1)Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.

F- 49
 EX-4.15 2 q42020ex-415.htm EX-4.15 Document

Exhibit 4.15
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Description of Common Stock
General
The following description of our securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation and our amended and restated bylaws.
Authorized Shares
Expedia Group’s (the “Company”) authorized shares consist of (1) 1,600,000,000 shares of common stock, par value $0.0001 per share, (2) 400,000,000 shares of Class B common stock, par value $0.0001 per share, and (3) 100,000,000 shares of preferred stock, par value $0.001 per share, of which 1,200,000 shares have been designated the Series A Preferred Stock and are outstanding as of December 31, 2020. The outstanding shares of the Company’s common stock are fully paid and nonassessable.

Dividends
Holders of our common stock are entitled to receive, share for share with the holders of our Class B common stock, dividends, if any, as and when may be declared from time to time by our Board of Directors in its discretion out of funds available, subject to the rights of any holders of preferred stock.
Voting Rights
Each holder of our common stock is entitled to one vote for each share of common stock held by such stockholder on any matter that is submitted to a vote or to the consent of the Company’s stockholders, and each holder of our Class B common stock is entitled to vote ten votes for each share of Class B common stock held by such stockholder on any matter that is submitted to a vote or to the consent of the Company’s stockholders. Notwithstanding the foregoing, holders of the Company’s common stock, voting as a single class, are entitled to elect 25% of the total number of the Company’s directors, rounded up to the next whole number in the event of a fraction.
Liquidation Rights
If we liquidate our business, holders of common stock are entitled to share equally, share for share with holders of Class B common stock, in any distribution of our assets after we pay our liabilities and the liquidation preference of any outstanding preferred stock.
Absence of Other Rights
Holders of common stock have no preemptive rights to purchase or subscribe for any stock or other securities. In addition, there are no conversion rights or redemption or sinking fund provisions.
Miscellaneous
Our common stock is traded on the Nasdaq Stock Market under the symbol “EXPE.”
Transfer Agent and Registrar


The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
Certain Other Provisions of Our Certificate of Incorporation or Bylaws
General. Certain provisions of our amended and restated certificate of incorporation and the DGCL could make it more difficult to consummate an acquisition of control of us by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by our Board of Directors. The provisions described below may reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt which is unfair to our stockholders. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation, our amended and restated bylaws and the DGCL.
Business Combinations. Section 203 of the DGCL prohibits a Delaware corporation from engaging in a “business combination” with a stockholder who owns 15% or more of the corporation’s voting stock (which is referred to as an “interested stockholder”) for three years following the time that such stockholder became an interested stockholder unless (i) prior to the time such stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction which resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, such stockholder owns at least 85% of the voting stock outstanding at the time the transaction commenced (subject to certain exclusions), or (iii) at or subsequent to such time, the business combination is approved by the board of directors and by the affirmative vote (but not written consent) of at least 66 2/3% of the corporation’s outstanding voting stock that is not owned by the interested stockholder. A Delaware corporation may opt out of Section 203 of the DGCL in its certificate of incorporation or a stockholder approved bylaw. Because we have not opted out of Section 203 of the DGCL, we remain subject to such provision.
Special Meetings. Under the DGCL, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or bylaws. Under our amended and restated certificate of incorporation, special meetings of stockholders may only be called by a majority of our Board of Directors or the Chairman of our Board of Directors.
Board Vacancies. Our amended and restated bylaws provide that vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the vote of a majority of the remaining directors elected by the stockholders who vote on such directorship, though less than a quorum, or a majority of the voting power of shares of such stock issued and outstanding and entitled to vote on such directorship at a special meeting held for such purpose or by the written consent of a majority of the voting power of shares of such stock issued and outstanding. The directors so chosen shall hold office until the next annual election and until their respective successors are duly elected.
Equal Treatment of Stockholders in Change of Control Transactions. Under our amended and restated certificate of incorporation, the Company may not enter into a change of control transaction involving at least 50% of the outstanding shares of our capital stock that provides for different consideration in respect of shares of our common stock and our Class B common stock, subject to limited exceptions, and no holder of certain shares of Class B common stock may participate in, or vote or tender in favor of, any such change of control transaction that provides for such differential consideration. For more information, see the disclosure set forth in Part I, Item 1A, Risk Factors, under the caption “Governance Risks.”
Description of Debt Securities
The Company has previously filed a registration statement on Form S-3 (File No. 333-197974), which was filed with the SEC on August 08, 2014, as amended by the Post-Effective Amendment No. 1 to Form S-3 Registration Statement (File No. 333-197974), which was filed with the SEC on April 29, 2015, and supplemented by the prospectus supplement (File No. 333-197974), which was filed with the SEC on June 01, 2015 (the “prospectus supplement”), and covers the issuance of the Company’s 2.500% Senior Notes due 2022 (the “notes”).


The notes are governed by an indenture, dated as of August 18, 2014, among the Company, the subsidiary guarantors from time to time party thereto, and the BNY Trustee (the “indenture”), as supplemented prior to the date hereof, including without limitation by the Fourth Supplemental Indenture, dated as of June 3, 2015 (the “fourth supplemental indenture”).
The following description of the notes is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture and the fourth supplemental indenture described above, each of which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part, as supplemented. References herein to the terms “we” and “us” mean the Company.
We encourage you to read the above referenced indenture and fourth supplemental indenture, as supplemented, for additional information.
General
We initially issued €650 million aggregate principal amount of the notes, which remained the aggregate principal amount outstanding as of December 31, 2020.
We may from time to time, without notice to or the consent of the holders of the notes, create and issue additional notes having the same terms as, and ranking equally and ratably with, the notes in all respects (or in all respects except for the date of issuance, issue price, the initial interest accrual date and amount of interest payable on the first payment date applicable thereto). Such additional notes will be treated as a single class with the notes (including for purposes of redemptions), and will vote together as one class on all matters with respect to the notes (including for purposes of waivers and amendments), subject to certain limited exceptions. As of December 31, 2020, no such additional notes had been issued.
The notes are not subject to any sinking fund. The notes are not convertible or exchangeable.
The notes are traded on the New York Stock Exchange under the bond trading symbol of “EXPE22”.
Interest and Maturity
The notes accrue interest at a rate of 2.500% per year from the most recent interest payment date to or for which interest has been paid or duly provided, payable annually in arrears on June 3 of each year.
Interest is paid to the person in whose name a note is registered at the close of business on the May 20 immediately preceding the relevant interest payment date (whether or not such day is a business day), or, if the notes are represented by one or more global notes, the close of business on the business day (for this purpose a day on which Clearstream and Euroclear are open for business) immediately preceding the interest payment date. Interest on the notes will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the notes, to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
If any interest or other payment date of a note falls on a day that is not a business day, the required payment of principal, premium, if any, and interest will be made on the next succeeding business day as if made on the date that the payment was due, and no interest will accrue on that payment for the period from and after that interest or other payment date, as the case may be, to the date of that payment on the next succeeding business day. The term “business day” means, with respect to any note, any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions are authorized or obligated by law or executive order to be closed in New York City or London and, for any place of payment outside of New York City or London, in such place of payment, and a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system, or any successor thereto, operates. The notes were issued only in registered form without coupons in denominations of €100,000 and


integral multiples of €1,000 in excess of that amount. The notes are represented by one or more global notes, but in certain limited circumstances may be represented by certificated notes.
Payments of principal of, premium, if any, and interest on the notes are payable in euro. If euro are unavailable to us due to the imposition of exchange controls or other circumstances beyond our control (including the dissolution of the euro) or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the notes will be made in U.S. dollars until the euro is again available to us or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the then most recent U.S. dollar/euro exchange rate available on or prior to the second business day prior to the relevant payment date as determined by us in our sole discretion. Any payment in respect of the notes so made in U.S. dollars will not constitute an event of default under the notes or the indenture governing the notes. Neither the trustee nor the paying agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
The notes will mature on June 3, 2022, unless redeemed prior to that date.
Guarantees
The subsidiary guarantors will unconditionally guarantee, jointly and severally, the due and punctual payment of principal of, premium, if any, and interest on the notes, when and as the same become due and payable, whether on a maturity date, by declaration of acceleration, upon redemption or otherwise, and all other obligations under the indenture.
In the event that, at any time, any of our domestic subsidiaries which is not, or has previously been released as, a subsidiary guarantor becomes a guarantor or borrower under our credit agreement, that subsidiary will be required to become a subsidiary guarantor and guarantee the notes not later than 60 days following the date on which it becomes a guarantor or borrower under the credit agreement.
In the event that, for any reason, the obligations of any subsidiary guarantor terminate as a guarantor or borrower under the credit agreement (including, without limitation, pursuant to the terms of the credit agreement, upon agreement of the requisite lenders under the credit agreement or upon the termination of the credit agreement or upon the replacement thereof with a credit facility not requiring such guarantees), that subsidiary guarantor will be deemed released from all its obligations under the indenture and its guarantees of the notes will terminate. A subsidiary guarantor’s guarantee will also terminate and such subsidiary guarantor will be deemed released from all of its obligations under the indenture (a) upon legal defeasance or covenant defeasance as provided below under “Defeasance and Covenant Defeasance” or satisfaction and discharge of the indenture as provided below under “Satisfaction and Discharge,” and (b) in connection with any sale or other disposition of all or any portion of the capital stock of that subsidiary guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such transaction such subsidiary guarantor is no longer a domestic subsidiary of the Company. Any release described in this paragraph may be evidenced by a supplemental indenture or other instrument which may be entered into without the consent of any holders of notes.
The indenture provides that the obligations of each subsidiary guarantor under its guarantees is limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of such subsidiary guarantor, would cause the obligations of such subsidiary guarantor not to constitute a fraudulent conveyance or fraudulent transfer under any applicable law; provided, however, there is some doubt as to whether this limitation will be effective to avoid such guarantee from constituting a fraudulent conveyance.
“credit agreement” means the Amended and Restated Credit Agreement, dated as of September 5, 2014, among Expedia, Inc. (a Delaware corporation), Expedia, Inc. (a Washington corporation), Travelscape, LLC, Hotwire, Inc., the lenders party thereto, JPMorgan Chase Bank N.A., as administrative agent, and J.P. Morgan


Europe Limited, as London agent, as the same has been amended, supplemented or otherwise modified prior to the date hereof and may be further amended, supplemented or otherwise modified from time to time, and any successor credit agreement thereto (whether by renewal, replacement, refinancing or otherwise) that the Company in good faith designates to be its principal credit agreement (taking into account the maximum principal amount of the credit facility provided thereunder, the recourse nature of the agreement and such other factors as we deem reasonable in light of the circumstances), such designation (or the designation that at a given time there is no principal credit agreement) to be made by an officers’ certificate delivered to the trustee.
Ranking
The notes are our unsecured, unsubordinated obligations and rank equally in right of payment with all of our existing and future unsubordinated indebtedness.
So long as they are in effect, the guarantees of any subsidiary guarantors are senior unsecured obligations of those Subsidiaries and rank equally in right of payment with all other existing and future unsecured and unsubordinated obligations of those subsidiaries.
Optional Redemption
We may redeem the notes at our option at any time in whole or from time to time in part. If we elect to redeem notes prior to March 3, 2022 (the date that is three months prior to the maturity date of the notes), we will pay a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to but excluding the redemption date:
•100% of the aggregate principal amount of the notes to be redeemed; or
•    the sum of the present values of the remaining scheduled payments.
In determining the present values of the remaining scheduled payments, we will discount such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate plus 40 basis points.
If we elect to redeem notes on or after March 3, 2022 (the date that is three months prior to the maturity date of the notes), we will pay a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date.
In any case, the principal amount of a note remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof.
The following terms are relevant to the determination of the redemption price for any redemption prior to March 3, 2022.
“comparable government bond” means, in relation to any comparable government bond rate calculation, at the discretion of an independent investment bank selected by us, a German federal government bond whose maturity is closest to the maturity of the notes to be redeemed, or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German federal government bonds selected by us, determine to be appropriate for determining the comparable government bond rate.
“comparable government bond rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes to be redeemed, if they were to be purchased at such price on the third business day prior to the redemption date, would be equal to the gross redemption yield on such business


day of the comparable government bond (as defined above) on the basis of the middle market price of the comparable government bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment bank selected by us.
“remaining scheduled payments” means, with respect to any note to be redeemed, the remaining scheduled payments of the principal and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next scheduled interest payment thereon will be reduced (solely for purposes of making this determination) by the amount of interest accrued thereon to such redemption date.
A partial redemption of the notes may be effected pro rata or by lot or by such method as the trustee shall deem fair and appropriate and the trustee may provide for the selection for redemption of portions (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of the principal amount of notes of a denomination larger than the minimum authorized denomination for the notes; provided, that as long as the notes are represented by global notes, interests in the notes shall be selected for redemption by Euroclear or Clearstream in accordance with their respective standard procedures therefor.
Notice of any redemption will be mailed, or delivered electronically if held by any depositary, at least 30 days but not more than 60 days before the redemption date to each registered holder of the notes to be redeemed.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.
Additional Amounts
All payments of principal and interest in respect of the notes by us or a paying agent on our behalf will be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or other similar governmental charges imposed or levied by the United States or any political subdivision or taxing authority of or in the United States (collectively, “taxes”), unless such withholding or deduction is required by law.
In the event such withholding or deduction for taxes is required by law, subject to certain limitations, we will pay to any non-U.S. holder such additional amounts (“additional amounts”) as may be necessary to ensure that the net amount received by such person, after withholding or deduction for such taxes, will be equal to the amount such person would have received in the absence of such withholding or deduction.
However, no additional amounts shall be payable with respect to any taxes if such taxes are imposed or levied for reasons unrelated to the holder’s or beneficial owner’s ownership or disposition of notes, nor shall additional amounts be payable for or on account of:
(a)any taxes which would not have been so imposed, withheld or deducted but for:
(1)the existence of any present or former connection between the holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity) and the United States, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident of the United States, being or having been engaged in a trade or business in the United States, being or having been present in the United States, or having or having had a permanent establishment in the United States;


(2)    the failure of the holder or beneficial owner to comply with any applicable certification, information, documentation or other reporting requirement, if compliance is required under the tax laws and regulations of the United States or any political subdivision or taxing authority of or in the United States to establish entitlement to a partial or complete exemption from such taxes (including, but not limited to, the requirement to provide Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, or any subsequent versions thereof or successor thereto); or
(3)    the holder’s or beneficial owner’s present or former status as a personal holding company or a foreign personal holding company with respect to the United States, as a controlled foreign corporation with respect to the United States, as a passive foreign investment company with respect to the United States, as a foreign tax exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;
(b)    any taxes which would not have been imposed, withheld or deducted but for the failure of the holder or beneficial owner to meet the requirements (including the certification requirements) of Section 871(h) or Section 881(c) of the Internal Revenue Code of 1986, as amended (the “Code”);
(c)    any taxes which would not have been imposed, withheld or deducted but for the presentation by the holder or beneficial owner of such note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment of the note is duly provided for and notice is given to holders, whichever occurs later, except to the extent that the holder or beneficial owner would have been entitled to such additional amounts on presenting such note on any date during such 30-day period;
(d)    any estate, inheritance, gift, sales, excise, transfer, personal property, wealth or similar taxes;
(e)    any taxes which are payable otherwise than by withholding or deduction from a payment on such note;
(f)    any taxes which are imposed, withheld or deducted with respect to, or payable by, a holder that is not the beneficial owner of the note, or a portion of the note, or that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been entitled to the payment of an additional amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial or distributive share of the payment;
(g)    any taxes required to be withheld or deducted by any paying agent from any payment on any note, if such payment can be made without such withholding or deduction by at least one other paying agent;
(h)    any taxes required to be withheld or deducted where such withholding or deduction is imposed pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such European Council Directive;
(i)    any taxes imposed, withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code;


(j)    any taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the applicable payment becomes due or is duly provided for, whichever occurs later; or
(k)    any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i) and (j).
Any additional amounts will be paid in euro.
For purposes of this section “Additional Amounts,” the acquisition, ownership, enforcement, or holding of or the receipt of any payment with respect to a note will not constitute a connection (1) between the holder or beneficial owner and the United States or (2) between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States.
Except as specifically provided under this section “Additional Amounts,” we will not be required to make any payment with respect to any tax, duty, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority.
If we are required to pay additional amounts with respect to the notes, we will notify the trustee and paying agent pursuant to an officers’ certificate that specifies the additional amounts payable and when the additional amounts are payable. If the trustee and the paying agent do not receive such an officers’ certificate from us, the trustee and paying agent may rely on the absence of such an officers’ certificate in assuming that no such additional amounts are payable.
In addition, for so long as the notes are outstanding, we undertake that, to the extent permitted by law, we will maintain a paying agent in a jurisdiction that will not require withholding or deduction of tax pursuant to any law implementing European Council Directive 2003/48/EC on the taxation of savings income.
Whenever in the indenture (including the notes) or this exhibit there is referenced, in any context, the payment of amounts based upon the principal amount of the notes or of principal, interest or any other amount payable under, or with respect to, the notes or the guarantees, such reference will be deemed to include payment of additional amounts as described under this heading to the extent that, in such context, additional amounts are, were or would be payable in respect thereof.
Redemption for Tax Reasons
We may redeem the notes at our option, in whole but not in part, at a redemption price equal to 100% of the principal amount, together with any accrued and unpaid interest on the notes to, but excluding, the redemption date, at any time, if:
(i) we have or will become obliged to pay additional amounts with respect to the notes as a result of any change in, or amendment to, the laws, regulations, treaties, or rulings of the United States or any political subdivision of or in the United States or any taxing authority thereof or therein affecting taxation, or any change in, or amendment to, the application, official interpretation, administration or enforcement of such laws, regulations, treaties or rulings (including a holding by a court of competent jurisdiction in the United States), which change or amendment is enacted, adopted, announced or becomes effective on or after the date of this prospectus supplement; or
(ii) on or after the date of this prospectus supplement, any action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, the United States or any political subdivision of or in the United States or any taxing authority thereof or therein, including any of those actions specified in clause (i) above, whether or not such action was taken or brought with respect to us, or there is any change, amendment, clarification, application or interpretation of


such laws, regulations, treaties or rulings, which in any such case, will result in a material probability that we will be required to pay additional amounts with respect to the notes (it being understood that such material probability will be deemed to result if the written opinion of independent tax counsel described in clause (b) below to such effect is delivered to the trustee and the paying agent).
Notice of any such redemption will be mailed, or delivered electronically if held by any depositary, at least 30 days but not more than 60 days before the redemption date to each registered holder of the notes; provided, however, that the notice of redemption shall not be given earlier than 90 days before the earliest date on which we would be obligated to pay such additional amounts if a payment in respect of the notes was then due.
Prior to the mailing or delivery of any notice of redemption pursuant to this section “Redemption for Tax Reasons,” in the case of a redemption for the reasons specified in clause (i) or (ii) above, we will deliver to the trustee and the paying agent:
(a)    an Officers’ Certificate stating that we are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to our right to so redeem have occurred, and
(b)    a written opinion of independent tax counsel of nationally recognized standing to the effect that we have or will become obligated to pay such additional amounts as a result of such change or amendment or that there is a material probability that we will be required to pay additional amounts as a result of such action, change, amendment, clarification, application or interpretation, as the case may be.
Unless we default in payment of the redemption price, on and after the redemption date, the notes will cease to bear interest and all rights under the notes shall terminate.
Change of Control
Upon the occurrence of a change of control triggering event (as defined below), unless we have mailed a notice of redemption with respect to all outstanding notes as described above under “Optional Redemption” and redeem all notes validly tendered pursuant to such redemption notice, each holder shall have the right to require that the Company repurchase such holder’s notes, in whole or in part (in an aggregate principal amount equal to €100,000 or an integral multiple of €1,000 in excess thereof), at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date occurring on or prior to the date of purchase).
Within 30 days following any change of control triggering event, unless we have previously or concurrently mailed a redemption notice with respect to all outstanding notes as described under “Optional Redemption,” we will mail by first-class mail, or deliver electronically if the notes are held by a depositary, a notice to each registered holder of the notes with a copy to the trustee and the paying agent (the “change of control offer”) stating:
(1)    that a change of control triggering event has occurred and that such holder has the right to require us to purchase such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest on an interest payment date occurring on or prior to the date of purchase);
(2)    the circumstances and relevant facts regarding such change of control triggering event;
(3)    the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed);


(4)    if the notice is mailed prior to a change of control, that the change of control offer is conditioned on the change of control occurring; and
(5)    the instructions, as determined by us, consistent with the covenant described hereunder, that a holder must follow in order to have its notes purchased.
We will not be required to make a change of control offer following a change of control triggering event if a third party makes the change of control offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a change of control offer made by us and purchases all notes validly tendered and not withdrawn under such change of control offer.
A change of control offer may be made in advance of a change of control, be conditional upon such change of control, if a definitive agreement is in place for the change of control at the time of making of the change of control offer.
We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes as a result of a change of control triggering event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.
For purposes of this section “Change of Control,” the following definitions are applicable:
“board of directors” means the board of directors of the Company or any committee thereof duly authorized to act on behalf of such board or, in the case of a person that is not a corporation, the group exercising the authority generally vested in a board of directors of a corporation.
“change of control” means the occurrence of any one of the following:
(1)    any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more permitted holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company;
(2)    individuals who on the date the notes are originally issued constituted the board of directors (together with any new directors whose election by such board of directors or whose nomination for election by the shareholders of the Company was approved or ratified by a vote of a majority of the directors of the Company then still in office who were either directors on the date the notes are originally issued or whose election or nomination for election was previously so approved or ratified) cease for any reason to constitute a majority of the board of directors then in office;
(3)    the adoption of a plan relating to the liquidation or dissolution of the Company; or
(4)    the merger or consolidation of the Company with or into another person or the merger of another person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another person other than (i) a transaction in which the survivor or transferee is a person that is controlled by the permitted holders or (ii) a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the voting stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the voting stock of the surviving person in such merger or consolidation transaction immediately after


such transaction and (B) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the notes and either (i) each transferee becomes a subsidiary of the transferor of such assets or (ii) holders of securities that represented 100% of the voting stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such transaction) own directly or indirectly at least a majority of the voting power of the voting stock of the transferee.
Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (1) the Company becomes a direct or indirect wholly-owned subsidiary (the “sub entity”) of a holding company and (2) holders of securities that represented 100% of the voting stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the voting stock of such holding company; provided that, upon the consummation of any such transaction, “change of control” shall thereafter include any change of control of any direct or indirect parent of the sub entity.
“change of control triggering event” means the occurrence of both a change of control and a ratings event.
“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.
“investment grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); and the equivalent investment grade credit rating from any replacement rating agency or rating agencies appointed by us.
“Liberty Successor” means any person spun or otherwise separated out of Liberty Interactive Corporation (or any subsidiary thereof), provided no person who is not a permitted holder is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of such person.
“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
“permitted holders” means Barry Diller, Liberty Interactive Corporation, any Liberty Successor and their respective affiliates and any group (as such term is used in Section 13(d) and 14(d) of the Exchange Act) with respect to which any such persons collectively exercise a majority of the voting power.
“rating agency” means each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P or Fitch ceases to rate the notes or fails to make a rating of the notes publicly available, we will appoint a replacement for such rating agency that is a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act.
“ratings event” means ratings of the notes are lowered by at least two of the three rating agencies and the notes are rated below investment grade by at least two of the three rating agencies in any case on any day during the period (the “trigger period”) commencing on the date 60 days prior to the first public announcement by us of any change of control (or pending change of control) and ending 60 days following consummation of such change of control (which trigger period will be extended for so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the rating agencies).
“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors.


“voting stock” of a person means all classes of equity securities of such person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
Covenants
Limitation on Liens
We will not directly or indirectly incur, and will not permit any of our subsidiaries to directly or indirectly incur, certain indebtedness for borrowed money secured by a mortgage, security interest, pledge, lien, charge or other similar encumbrance (collectively, “liens”) upon (a) any properties or assets, including capital stock, of our company or any of our subsidiaries or (b) any shares of stock or indebtedness of any of our subsidiaries (whether such property, assets, shares or indebtedness are now existing or owned or hereafter created or acquired), in each case, unless prior to or at the same time, the notes or, in respect of liens on any property or assets of any subsidiary guarantor, its guarantee (together with, at our option, any other indebtedness or guarantees of our company or any of our subsidiaries ranking equally in right of payment with the notes or such guarantee) are equally and ratably secured with or, at our option, prior to, such secured indebtedness.
The foregoing restriction does not apply to:
(1)    liens on property, shares of stock or indebtedness of any person existing at the time such person becomes our subsidiary, provided that such lien was not incurred in anticipation of such person becoming a subsidiary,
(2)    liens on property, shares of stock or indebtedness existing at the time of acquisition by us or any of our subsidiaries or a subsidiary of any of our subsidiaries of such property, shares of stock or indebtedness (which may include property previously leased by us or any of our subsidiaries and leasehold interests on such property, provided that the lease terminates prior to or upon the acquisition) or liens on property, shares of stock or indebtedness to secure the payment of all or any part of the purchase price of such property, shares of stock or indebtedness, or liens on property, shares of stock or indebtedness to secure any indebtedness for borrowed money incurred prior to, at the time of, or within 18 months after, the latest of the acquisition of such property, shares of stock or indebtedness or, in the case of property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase price of the property, the construction or the making of the improvements,
(3)    liens securing indebtedness of any of our subsidiaries or of us owing to us or any of our subsidiaries,
(4)    liens existing on the date of the initial issuance of the notes (other than any additional notes),
(5)    liens on property or assets of a person existing at the time such person is merged into or consolidated with us or any of our subsidiaries, at the time such person becomes our subsidiary, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a person to us or any of our subsidiaries, provided that such lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction,
(6)    liens created in connection with a project financed with, and created to secure, a nonrecourse obligation,
(7)    liens securing the notes (including any additional notes) or the guarantees of the subsidiary guarantors under the indenture, or


(8)    any extensions, renewals or replacements of any lien referred to in clauses (1) through (7) without increase of the principal of the indebtedness secured by such lien; provided, however, that any liens permitted by any of clauses (1) through (7) shall not extend to or cover any property of the Company or any of our subsidiaries, as the case may be, other than the property specified in such clauses and improvements to such property.
Notwithstanding the restrictions set forth in the preceding paragraph, we and our subsidiaries will be permitted to incur indebtedness secured by a lien which would otherwise be subject to the foregoing restrictions without equally and ratably securing the notes or, in respect of liens on property or assets of any subsidiary guarantors, their guarantees, if any, provided that, after giving effect to such indebtedness, the aggregate amount of all indebtedness secured by liens (not including liens permitted under clauses (1) through (8) above), together with all attributable debt outstanding pursuant to the second paragraph of “Limitation on Sale and Lease-Back Transactions” described below, does not at the time exceed 10% of our consolidated net assets.
Limitation on Sale and Lease-Back Transactions
We will not directly or indirectly, and will not permit any of our subsidiaries directly or indirectly to, enter into any sale and lease-back transaction for the sale and leasing back of any property, whether now owned or hereafter acquired, unless:
(1)    such transaction was entered into prior to the date of the initial issuance of the notes,
(2)    such transaction was for the sale and leasing back to us of any property by one of our Subsidiaries,
(3)    such transaction involves a lease for not more than three years (or which may be terminated by us within a period of not more than three years),
(4)    we would be entitled to incur indebtedness secured by a lien with respect to such sale and lease-back transaction without equally and ratably securing the notes pursuant to the second paragraph of “Limitation on Liens” described above, or
(5)    we apply an amount equal to the net proceeds from the sale of such property to the purchase of other property or assets used or useful in our business or to the retirement of long-term indebtedness within 270 days before or after the effective date of any such sale and lease-back transaction; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, we may deliver notes to the trustee for cancellation, such notes to be credited at the cost thereof to us.
Notwithstanding the restrictions set forth in the preceding paragraph, we and our subsidiaries may enter into any sale and lease-back transaction which would otherwise be subject to the foregoing restrictions, if after giving effect thereto the aggregate amount of all attributable debt with respect to such transactions, together with all indebtedness outstanding pursuant to the third paragraph of “Limitation on Liens” described above, does not at the time exceed 10% of our consolidated net assets.
Merger, Consolidation or Sale of Assets
We and any subsidiary guarantor, if any, may, without the consent of the holders of any outstanding notes (including any additional notes), consolidate with or sell, lease or convey all or substantially all of our or its properties or assets to, or merge with or into, any other person, provided that:
(1)    we or, in the case of any subsidiary guarantor, such subsidiary guarantor is the continuing person or, alternatively, the successor person formed by or resulting from such consolidation or merger, or the person which receives the transfer of such properties or assets, is organized under


the laws of any state or other jurisdiction in the United States and expressly assumes our obligations or the obligations of such subsidiary guarantor, as the case may be, under the notes or such subsidiary guarantor’s guarantee (provided that such person need not assume the obligations of any such subsidiary guarantor if such person (A) is already a subsidiary guarantor or (B) would not, after giving effect to such transaction, be required to guarantee the notes under the requirements described in “Guarantees” above),
(2)    immediately after giving effect to such transaction, no event of default and no event which, after notice or the lapse of time, or both, would become such an event of default has occurred and is continuing, and
(3)    an officers’ certificate and legal opinion are delivered to the trustee, each stating that the consolidation, merger, conveyance or transfer complies with clauses (1) and (2) above.
The successor person will succeed to, and be substituted for, us or the subsidiary guarantor and may exercise all of our or the subsidiary guarantor’s rights and powers under the indenture. We or such subsidiary guarantor will be relieved of all obligations and covenants under the notes, the guarantees, if any, and the indenture to the extent we or such subsidiary guarantor was the predecessor person, provided that in the case of a lease of all or substantially all of our properties or assets, we will not be released from the obligation to pay the principal of and premium, if any, and interest on the notes.
Notwithstanding any provision to the contrary, this covenant will not apply to any merger or consolidation of a subsidiary guarantor into us or any other subsidiary guarantor or to any subsidiary guarantor upon any termination of the guarantee of that subsidiary guarantor in accordance with the indenture.
Events of Default
Each of the following is an “event of default” under the indenture:
(1)    a default in any payment of interest on any note when due, which continues for 30 days,
(2)    a default in the payment of principal of or premium, if any, on any note when due at its stated maturity date, upon optional redemption or otherwise,
(3)    a failure by us or any subsidiary guarantor to comply with our or its other agreements contained in the indenture, which continues for 90 days after written notice thereof to us by the trustee or to us and the trustee by the holders of not less than 25% in principal amount of outstanding notes (including any additional notes),
(4)    (a) failure to make any payment at maturity, including any applicable grace period, on any indebtedness of our company or any subsidiary (other than indebtedness of us or of a subsidiary owing to us or any of our subsidiaries) in an amount in excess of $35,000,000 and continuance of this failure to pay or (b) a default on any indebtedness of our company or any subsidiary (other than indebtedness owing to us or any of our subsidiaries), which default results in the acceleration of such indebtedness in an amount in excess of $35,000,000 without such indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled, in the case of clause (a) or (b) above, for a period of 30 days after written notice thereof to us by the trustee or to us and the trustee by the holders of not less than 25% in principal amount of outstanding notes (including any additional notes); provided, however, that if any failure, default or acceleration referred to in clause (a) or (b) above ceases or is cured, waived, rescinded or annulled, then the event of default will be deemed cured,
(5)    the guarantees of any subsidiary guarantor guaranteeing the notes cease to be in full force and effect or such subsidiary guarantor denies or disaffirms in writing its obligations under the


indenture or its guarantees, in each case, other than any such cessation, denial or disaffirmation in connection with a termination of its guarantees provided for in the indenture, and
(6)    various events in bankruptcy, insolvency or reorganization involving us or any subsidiary guarantor guaranteeing the notes.
The foregoing will constitute an event of default whatever the reason for any such event of default and whether it is voluntary or involuntary or is effected by operation of any law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. Any payment in respect of the notes made in U.S. dollars as set forth above under “Interest and Maturity” will not constitute an event of default under the notes or the indenture.
If an event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes (including any additional notes) by notice to us may declare the principal of, and premium, if any, and accrued and unpaid interest on, all notes to be due and payable. Upon this declaration, principal and premium, if any, and interest will be immediately due and payable. If an event of default relating to certain events of bankruptcy, insolvency or reorganization of us or any subsidiary guarantor occurs and is continuing, the principal of and premium, if any, and accrued interest on all notes (including any additional notes) will become immediately due and payable without any declaration or other act on the part of the trustee or any holders. Under some circumstances, the holders of a majority in aggregate principal amount of the outstanding notes (including any additional notes) may rescind any acceleration with respect to the notes and its consequences.
If an event of default occurs and is continuing, the trustee, in conformity with its duties under the indenture, will exercise all rights or powers under the indenture at the request or direction of any of the holders, provided that the holders provide the trustee with indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder of notes may pursue any remedy with respect to the indenture or the notes unless:
(1)    the holder previously notified the trustee that an event of default is continuing,
(2)    holders of at least 25% in aggregate principal amount of the outstanding notes (including any additional notes) requested the trustee to pursue the remedy,
(3)    the requesting holders offered the trustee security or indemnity satisfactory to it against any loss, liability or expense,
(4)    the trustee has not complied with the holder’s request within 60 days after the receipt of the request and the offer of security or indemnity, and
(5)    the holders of a majority in principal amount of the outstanding notes (including any additional notes) have not given the trustee a direction inconsistent with the request within the 60-day period.
Generally, the holders of a majority in principal amount of the outstanding notes (including any additional notes) will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. The trustee may, however, refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability.
If a default occurs and is continuing and is known to the trustee, the trustee must mail to each holder notice of the default within 90 days after it is known to the trustee. Except in the case of a default in the payment of principal or premium, if any, or interest on any note, the trustee may withhold notice if the trustee determines in good faith that withholding notice is not opposed to the interests of the holders.


We are also required to deliver to the trustee, within 120 days after the end of each fiscal year, an officers’ certificate indicating whether the signers of the certificate know of any default that occurred during the previous year. In addition, we will be required to notify the trustee within 30 days of any event which would constitute various defaults, their status and what action we are taking or propose to take in respect of these defaults.
Definitions
The indenture contains the following defined terms:
“attributable debt” means, with respect to any sale and lease-back transaction, at the time of determination, the lesser of (1) the sale price of the property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and (2) the total obligation (discounted to present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction.
“consolidated net assets” means, as of the time of determination, the aggregate amount of our assets and the assets of our consolidated subsidiaries after deducting all current liabilities other than (1) short-term borrowings, (2) current maturities of long-term debt and (3) current maturities of obligations under capital leases, as reflected on our most recent consolidated balance sheet prepared in accordance with GAAP at the end of the most recently completed fiscal quarter or fiscal year, as applicable.
“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ability to exercise voting power, by contract or otherwise. A person shall be deemed to control another person if such person (1) is an officer or director of the other person or (2) directly or indirectly owns or controls 10% or more of the other person’s capital stock. The terms “controlling” and “controlled” have meanings correlative thereto.
“domestic subsidiary” means a subsidiary other than a foreign subsidiary.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“foreign subsidiary” means (1) any subsidiary that is not (a) formed under the laws of the United States of America or a state or territory thereof or (b) treated as a domestic entity or a partnership or a division of a domestic entity for U.S. tax purposes or (2) any subsidiary that is (a) a domestic partnership or disregarded entity for U.S. tax purposes and (b) owned by a subsidiary described in (1).
“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.
“government obligations” means (1) direct obligations of the Federal Republic of Germany, where the payment or payments thereunder are supported by the full faith and credit of the Federal Republic of Germany or (2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the Federal Republic of Germany, where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the Federal Republic of Germany, which, in either case under clauses (1) or (2) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such government obligations or a specific payment of interest on or principal of or other amount with respect to any such government obligations held by such custodian for the account of the holder of a depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligations or the specific payment of interest on or principal of or other amount with respect to the Government Obligations evidenced by such depositary receipt.


“guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any indebtedness of any other person and any obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee,” when used as a verb, has a correlative meaning.
“holder” means the person in whose name a note is registered on the security register books.
“incur” means issue, assume, guarantee or otherwise become liable for.
“indebtedness” means, with respect to any person, obligations (other than nonrecourse obligations) of such person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).
“nonrecourse obligation” means indebtedness or other obligations substantially related to (1) the acquisition of assets not previously owned by us, any subsidiary guarantor or any of our other direct or indirect Subsidiaries or (2) the financing of a project involving the development or expansion of properties of our company, any subsidiary guarantor or any of our other direct or indirect subsidiaries, as to which the obligee with respect to such indebtedness or obligation has no recourse to us, any subsidiary guarantor or any of our other direct or indirect Subsidiaries or any of our subsidiary guarantor’s or such subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).
“person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“subsidiary” means, with respect to any person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of that date, as well as any other corporation, limited liability company, partnership, association or other entity (1) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date, owned, controlled or held or (2) that is, as of that date, otherwise controlled (within the meaning of the first sentence of the definition of “control”) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
“subsidiary guarantors” means those subsidiaries of the Company that guarantee the notes.
Modifications and Waivers
Modification and amendments of the indenture and the notes may be made by the Company, the subsidiary guarantors and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding notes affected thereby; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding note affected thereby:
•    change the stated maturity of the principal of, or installment of interest on, any note;
•    reduce the principal amount of, or the rate of interest on, any notes;


•    reduce any premium, if any, payable on the redemption of any note or change the date on which any note may or must be redeemed or repaid (for the avoidance of doubt, the definitions set forth above under “Change of Control” may be amended or modified at any time prior to the occurrence of a change of control with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding notes affected thereby);
•    change the coin or currency in which the principal of, premium, if any, or interest on any note is payable;
•    release the guarantees of any subsidiary guarantor (except as otherwise provided in the indenture) or make any changes to such guarantees in a manner adverse to the holders;
•    impair the right of any holder to institute suit for the enforcement of any payment on or after the stated maturity of any note;
•    reduce the percentage in principal amount of the outstanding notes, the consent of whose holders is required in order to take certain actions;
•    reduce the requirements for quorum or voting by holders of notes in the indenture or the notes;
•    modify any of the provisions in the indenture regarding the waiver of past defaults and the waiver of certain covenants by the holders of notes except to increase any percentage vote required or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each note affected thereby; or
•    modify any of the above provisions.
The Company, the subsidiary guarantors and the trustee may, without the consent of any holders, modify or amend the terms of the indenture and the notes with respect to the following:
•    to cure any ambiguity, omission, defect or inconsistency;
•    to evidence the succession of another person to the Company or any subsidiary guarantor and the assumption by any such successor of the obligations of the Company or such subsidiary guarantor, as described above under “Covenants-Merger, Consolidation or Sale of Assets;
•    to add any additional events of default;
•    to add to our covenants for the benefit of holders of the notes or to surrender any right or power conferred upon us;
•    to add one or more guarantees for the benefit of holders of the notes;
•    to evidence the release of any subsidiary guarantor from its guarantee of the notes pursuant to the terms of the indenture;
•    to add collateral security with respect to the notes;
•    to add or appoint a successor or separate trustee or other agent;
•    to provide for the issuance of any additional notes;
•    to comply with any requirement in connection with the qualification of the indenture under the Trust Indenture Act of 1939, as amended;


•    to comply with the rules of any applicable securities depository;
•    to provide for uncertificated notes in addition to or in place of certificated notes;
•    to conform the text of the indenture, the notes or any guarantees to any provision of the “Description of Notes” section of the prospectus supplement to the extent that such provision was intended to set forth, verbatim or in substance, a provision of the indenture, the notes or the guarantees; and
•    to make any change if the change does not adversely affect the interests of any holder of notes.
The holders of at least a majority in aggregate principal amount of the notes may, on behalf of the holders of all notes, waive compliance by the Company with certain restrictive provisions of the indenture. The holders of no less than a majority in aggregate principal amount of the outstanding notes may, on behalf of the holders of all notes, waive any past default and its consequences under the indenture with respect to the notes, except a default (1) in the payment of principal or premium, if any, or interest on notes or (2) in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each note. Upon any such waiver, such default shall cease to exist, and any event of default arising therefrom shall be deemed to have been cured, for every purpose of the indenture; but no such waiver shall extend to any subsequent or other default or event of default or impair any rights consequent thereon.
Satisfaction and Discharge
We may discharge our obligations under the indenture while notes remain outstanding if the notes either have become due and payable or will become due and payable within one year (or scheduled for redemption within one year) by depositing with the trustee, in trust, funds in euros, government obligations or both in an amount sufficient to pay the entire indebtedness including the principal, premium, if any, and interest to the date of such deposit (if the notes have become due and payable) or to the maturity thereof or the date of redemption of the notes, as the case may be and paying all other amounts payable under the indenture.
Defeasance and Covenant Defeasance
We may elect either (1) to defease and be discharged from any and all obligations with respect to the notes (except for, among other things, certain obligations to register the transfer or exchange of the notes, to replace temporary or mutilated, destroyed, lost or stolen notes, to maintain an office or agency with respect to the notes and to hold moneys for payment in trust) (“legal defeasance”) or (2) to be released from our obligations to comply with the restrictive covenants under the indenture, and any omission to comply with such obligations will not constitute a default or an event of default with respect to the notes and clauses (3), (4) and (5) under “Events of Default” will no longer be applied (“covenant defeasance”). Legal defeasance or covenant defeasance, as the case may be, will be conditioned upon, among other things, the irrevocable deposit by us with the trustee, in trust, of an amount in euros, government obligations or both, applicable to the notes which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal, premium, if any, and interest on the notes on the scheduled due dates therefor.
If we effect legal defeasance or covenant defeasance with respect to the notes, the subsidiary guarantors shall automatically be released from their guarantee obligations under the indenture.
If we effect covenant defeasance with respect to the notes and the notes are declared due and payable because of the occurrence of any event of default other than under clauses (3), (4) and (5) of “Events of Default,” the amount in euros, government obligations or both, on deposit with the trustee will be sufficient, in the opinion of a nationally recognized firm of independent accountants, to pay amounts due on the notes at the time of the stated maturity but may not be sufficient to pay amounts due on the notes at the time of the acceleration resulting from such event of default. However, we would remain liable to make payment of such amounts due at the time of acceleration.


To effect legal defeasance or covenant defeasance, we will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance will not cause the holders and beneficial owners of the notes to recognize income, gain or loss for federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the U.S. Internal Revenue Service or a change in law to that effect.
We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option.
Governing Law
The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.
Regarding the Trustee
The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture and has also been appointed by the Company to act as Registrar and transfer agent for the notes. The Bank of New York Mellon, London Branch, has been appointed by the Company to act as paying agent for the notes. From time to time, the trustee and its affiliates perform various other services for the Company and its affiliates. The indenture contains limitations on the rights of the trustee, if it becomes a creditor of the Company or any subsidiary guarantor, to obtain payment of claims in some cases, or to realize on property received in respect of any of these claims as security or otherwise. The trustee is permitted to engage in other transactions. However, if the trustee acquires any conflicting interest, it must either eliminate its conflict within 90 days, apply to the SEC for permission to continue or resign.
Book-Entry, Delivery and Form
We issued the notes in the form of global notes (the “global notes”) in definitive, fully registered, book-entry form without coupons. The global notes were deposited with a common depositary (and registered in the name of its nominee) for, and in respect of interests held through, Clearstream Banking, société anonyme, which we refer to as “Clearstream,” or Euroclear Bank S.A./N.V., which we refer to as “Euroclear.” Except as described herein, certificates will not be issued in exchange for beneficial interests in the global notes.
Except as set forth below, the global notes may be transferred, in whole and not in part, only to a common depository for Clearstream and Euroclear or its nominee. No link is expected to be established among The Depository Trust Company and Clearstream or Euroclear in connection with the issuance of the notes.
Beneficial interests in the global notes are represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in Clearstream or Euroclear. Those beneficial interests are in denominations of €100,000 and integral multiples of €1,000 in excess thereof. Should certificates be issued to individual holders of the notes, a holder of notes who, as a result of trading or otherwise, holds a principal amount of notes that is less than the minimum denomination of notes is required to purchase an additional principal amount of notes such that its holding of notes amounts to the minimum specified denomination. Investors may hold interests in the global notes through Clearstream or Euroclear either directly if they are participants in such systems or indirectly through organizations that are participants in such systems.
Except as set forth in the indenture, owners of beneficial interests in the global notes are not entitled to have notes registered in their names, and will not receive and are not entitled to receive physical delivery of notes in definitive form. Except as provided below, beneficial owners are not considered the owners or holders of the notes under the indenture. Accordingly, each beneficial owner must rely on the procedures of the clearing systems and, if such person is not a participant of the clearing systems, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture. Under existing industry practices, if we request any action of holders or a beneficial owner desires to give or take any action which a holder is entitled to give or take under the indenture, the clearing systems would authorize their participants holding the relevant beneficial interests to give or take action and the participants would authorize beneficial owners owning through the


participants to give or take such action or would otherwise act upon the instructions of beneficial owners. Conveyance of notices and other communications by the clearing systems to their participants, by the participants to indirect participants and by the participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Persons who are not Euroclear or Clearstream participants may beneficially own notes held by the common depositary for Euroclear and Clearstream only through direct or indirect participants in Euroclear and Clearstream.

 EX-10.20 3 q42020ex-1020.htm EX-10.20 Document
Exhibit 10.20


FIRST AMENDMENT dated as of July 6, 2020 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 5, 2020 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among EXPEDIA GROUP, INC., a Delaware corporation, the Borrowing Subsidiaries from time to time party thereto, the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and London Agent.
WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Credit Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, the Company has requested that the Lenders agree to effect certain amendments to the Credit Agreement as set forth herein; and
WHEREAS, the parties hereto, which include Lenders constituting the Required Lenders as of the First Amendment Effective Date (as defined below), are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).
SECTION 2. Amendment of Credit Agreement. Effective as of the First Amendment Effective Date:
iii.The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“Permitted Call Spread Swap Agreements” means (a) a Swap Agreement pursuant to which the Company acquires a call or a capped call option requiring the counterparty thereto to deliver to the Company shares of common stock of the Company (or other Equity Interests, securities, property or assets following a merger event or other event or circumstance resulting in the common stock of the Company generally being converted into, or exchanged for, other Equity Interests, securities, property or assets), the cash value thereof or a combination thereof from time to time upon exercise of such option and (b) if entered into by the Company in connection with any Swap Agreement described in clause (a) above, a Swap Agreement pursuant to which the Company issues to the counterparty thereto warrants or other rights to acquire common stock of the


Company (or other Equity Interests, securities, property or assets following a merger event or other event or circumstance resulting in the common stock of the Company generally being converted into, or exchanged for, other Equity Interests, securities, property or assets), whether such warrant or other right is settled in shares (or such other Equity Interests, securities, property or assets), cash or a combination thereof, in each case entered into by the Company in connection with the issuance of Permitted Convertible Notes; provided that the terms, conditions and covenants of each such Swap Agreement shall be customary or more favorable to the Company than customary for Swap Agreements of such type (as determined by the Company in good faith).
“Permitted Convertible Notes” means any notes issued by the Company that are convertible into common stock of the Company (or other Equity Interests, securities, property or assets following a merger event or other event or circumstance resulting in the common stock of the Company generally being converted into, or exchanged for, other Equity Interests, securities, property or assets), cash (the amount of such cash being determined by reference to the price of such common stock or such other Equity Interests, securities, property or assets), or any combination of any of the foregoing, and cash in lieu of fractional shares of common stock; provided that (a) the stated final maturity thereof shall be no earlier than 91 days after the Maturity Date, and shall not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes the 91st day after the Maturity Date (it being understood that each of (1) a repurchase of such notes on account of the occurrence of a “change of control”, “fundamental change”, liquidation, delisting or other similar event, (2) any redemption of such notes at the option of the Company, (3) the conversion of such notes in accordance with their terms, (4) the acceleration of such notes following the occurrence of an event of default under the terms of the agreements governing such notes and (5) the occurrence of any event or satisfaction of any condition permitting any of the foregoing, shall be deemed not to constitute a change in the stated final maturity thereof), (b) such notes shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of (1) an event of default under the terms of the agreements governing such notes, (2) a “change of control”, “fundamental change”, liquidation, delisting or other similar event, (3) a conversion or (4) following the Company’s election to redeem such notes) prior to the 91st day after the Maturity Date, (c) the terms, conditions and covenants of such notes shall be customary or more favorable to the Company than customary for notes of such type (as determined by the Company in good faith), (d) no Subsidiary, other than a Subsidiary Guarantor, shall Guarantee obligations of the Company thereunder, and each such Guarantee shall provide for the release and termination thereof, without action by any Person, upon any release and termination of the Guarantee by such Subsidiary of the Loan Document
2

Obligations, and (e) the obligations in respect thereof (and any Guarantee thereof) shall not be secured by Liens on any assets of the Company or any Subsidiary.
iv.The definition of “Equity Interests” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest; provided that (a) Indebtedness (including Permitted Convertible Notes) that is convertible into Equity Interests in the Company shall not, prior to the date of conversion thereof, constitute Equity Interests in the Company and (b) Permitted Call Spread Swap Agreements shall not constitute Equity Interests in the Company.
v.Section 6.05 of the Credit Agreement is hereby amended by replacing “and” at the end of clause (h) thereof with “,”, replacing the period at the end of clause (i) thereof with “, and” and inserting the following new clause (j) immediately after clause (i) thereof:
(j) to the extent constituting a Restricted Payment, the Company or any Subsidiary Guarantor may (i) pay interest, principal and premium, if any, on, and make cash payments upon conversion of, Permitted Convertible Notes and (ii) enter into, pay any premium on, exercise rights under and make any payment or other disposition of cash, common stock of the Company or other Equity Interests, securities, property or assets under any Permitted Call Spread Swap Agreement, in each case pursuant to the terms thereof.
vi.Section 6.08 of the Credit Agreement is hereby amended by replacing “[reserved]” in clause (j) thereof with the following:
any disposition pursuant to the entry into, exercise and settlement or termination of any Permitted Call Spread Swap Agreement, the sale of Permitted Convertible Notes and any payments or deliveries made pursuant to the terms thereof
vii.Section 6.12 of the Credit Agreement is hereby amended by (i) deleting the phrase “Subsidiary Loan Parties” in clause (e) thereof and replacing it with the phrase “Subsidiary Guarantors”, (ii) deleting “this clause (q)” in each place such phrase appears in clause (v) thereof and replacing each such phrase with “this clause (v)” and (iii) deleting “and” at the end of clause (u) thereof, replacing the period at the end of clause (v) thereof with “; and” and inserting the following new clause (w) immediately after clause (v) thereof:
(w) Investments in the form of Permitted Call Spread Swap Agreements.
3

viii.Clause (g) of Section 7.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, but after giving effect to any grace period applicable thereto) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf or, in the case of any Swap Agreement (other than Permitted Call Spread Swap Agreements), the applicable counterparty, or, in the case of a Securitization Transaction the purchasers or lenders thereunder, to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or, in the case of any Swap Agreement (other than Permitted Call Spread Swap Agreements) or Securitization Transaction, to cause the termination thereof; provided that this clause (g) shall not apply to (i) secured Indebtedness that becomes due (or which the applicable counterparties may cause to become due or require the prepayment, repurchase, redemption or defeasance thereof) as a result of the voluntary sale or transfer of the assets securing such Indebtedness, (ii) any Indebtedness that becomes due (or which the applicable counterparties may cause to become due or require the prepayment, repurchase, redemption or defeasance thereof) as a result of a voluntary prepayment, repurchase, redemption or defeasance thereof, or any refinancing thereof, permitted under this Agreement or (iii) any conversion of Permitted Convertible Notes or the occurrence of any event or satisfaction of any condition that permits such conversion;
SECTION 3. Representations and Warranties. The Company and each Borrowing Subsidiary represents and warrants to the Lenders that:
iii.This Amendment has been duly executed and delivered by the Company and each Borrowing Subsidiary and (assuming due execution by the parties hereto other than the Company and the Borrowing Subsidiaries) constitutes a legal, valid and binding obligation of the Company and each Borrowing Subsidiary, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
iii.Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality in the text thereof) on and as of the First Amendment Effective Date with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were so true and correct as of such earlier date.
iv.As of the First Amendment Effective Date, before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
4

SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Company, each Borrowing Subsidiary, the Administrative Agent, the London Agent and Lenders constituting at least the Required Lenders. The Administrative Agent shall notify the Company, the Lenders and the Issuing Banks of the First Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents, the Issuing Banks or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
iii.On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission (including DocuSign) shall be effective as delivery of a manually executed counterpart hereof.
SECTION 8. Fees and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. All fees shall be payable in immediately available funds and shall not be refundable.
5

SECTION 9. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
SECTION 10. Incorporation by Reference. The provisions of Sections 9.06(b), 9.07, 9.09(b), 9.09(c), 9.09(d), 9.10 and 9.11 of the Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
EXPEDIA GROUP, INC.,
by:
/s/ Robert Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary


EXPEDIA, INC.,
by:
/s/ Robert Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

travelscape, llc,
by:
/s/ Robert Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

hotwire, inc.,
by:
/s/ Robert Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary


[Signature Page to First Amendment]
Exhibit 10.20



JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent and London Agent,
by:
/s/ John Kowalczuk
Name: John G. Kowalczuk
Title: Executive Director


SIGNATURE PAGE TO
FIRST AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


BANK OF AMERICA, N.A.
by:
/s/ Eric Ridgway
Name: Eric Ridgway
Title: Director







Exhibit 10.20




Name of Institution: BNP Paribas
by:
/s/ Barbara Nash
Name: Barbara Nash
Title: Managing Director

Name of Institution: BNP Paribas1
by:
/s/ Stefano Locatelli
Name: Stefano Locatelli
Title: Vice President





1 For any institution requiring a second signature line.

Exhibit 10.20




Mizuho Bank, Ltd.
by:
/s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director









Name of Institution: HSBC BANK USA, N.A.
by:
/s/ Mark Gibbs
Name: MARK GIBBS
Title: MANAGING DIRECTOR

Name of Institution:1
by:
/s/
Name:
Title:







1 For any institution requiring a second signature line.

[Signature Page to First Amendment]



MUFG BANK, LTD.
by:
/s/ Ted Jurgielewicz
Name: Ted Jurgielewicz
Title: Vice President






[Signature Page to First Amendment]
Exhibit 10.20




Name of Institution: Royal Bank of Canada
by:
/s/ Jenny Wang
Name: Jenny Wang
Title: Vice President








Exhibit 10.20




Name of Institution: Sumitomo Mitsui Banking Corporation
by:
/s/ Michael Maguire
Name: Michael Maguire
Title: Managing Director










Name of Institution: U.S. BANK NATIONAL ASSOCIATION
by:
/s/ Susan M. Bowes
Name: Susan M. Bowes
Title: Senior Vice President

Name of Institution:1
by:
/s/
Name:
Title:







For any institution requiring a second signature line.
[Signature Page to First Amendment]



Name of Institution: The Bank of Nova Scotia
by:
/s/ Frans Braniotis
Name: Frans Braniotis
Title: Managing Director




[Signature Page to First Amendment]
Exhibit 10.20




Name of Institution: Goldman Sachs Bank USA
by:
/s/ Jamie Minieri
Name: Jamie Minieri
Title: Authorized Signatory







Exhibit 10.20




Name of Institution: STANDARD CHARTERED BANK
by:
/s/ James Beck
Name: James Beck
Title: Associate Director







 EX-10.22 4 q42020ex-1022.htm EX-10.22 Document
Exhibit 10.22
THIRD AMENDMENT dated as of October 1, 2020 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 5, 2020 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among EXPEDIA GROUP, INC., a Delaware corporation (the “Company”), the Borrowing Subsidiaries from time to time party thereto, the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and London Agent.
WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Credit Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, the Company has requested that the Lenders agree to effect certain amendments to the Credit Agreement as set forth herein; and
WHEREAS, the parties hereto, which include Lenders constituting the Required Lenders as of the Third Amendment Effective Date (as defined below), are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).
SECTION 2. Amendment of Credit Agreement. Effective as of the Third Amendment Effective Date:
iii.The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“SilverRail” means SilverRail Technologies, Inc., a Delaware corporation.
“SilverRail Transactions” means, collectively, the disposition by Expedia, Inc., a Washington corporation, of its Equity Interests in SilverRail to one or more of the other Persons that are not Affiliates of the Company and that hold Equity Interests in SilverRail immediately prior to such disposition (or to any Affiliate of any such Person), including any such disposition in the form of a contribution by Expedia, Inc. of such Equity Interests to SilverRail or an exchange of such Equity Interests for the Equity Interests referred to in clause (a) below, and the consummation of the related transactions, including (a) the receipt by the Company or any Subsidiary of certain warrants in respect of Equity Interests in SilverRail and (b) the cancellation of certain Indebtedness owed by
    
[[5518072]]

SilverRail to the Company or any Subsidiary, in each case, substantially consistent in all material respects with the terms thereof set forth in the document titled “SilverRail Management Buyout” dated August 31, 2020 that has been provided by the Company to the Administrative Agent in connection with the Third Amendment.
“Third Amendment” means the Third Amendment, dated as of October 1, 2020, to this Agreement.
iv.Section 6.05 of the Credit Agreement is hereby amended by deleting “and” at the end of clause (i) thereof, replacing the period at the end of clause (j) thereof with “, and” and inserting the following new clause (k) immediately after clause (j) thereof:
(k) to the extent constituting a Restricted Payment, the Company and its Subsidiaries may consummate the SilverRail Transactions.
v.Section 6.06 of the Credit Agreement is hereby amended by replacing “and” at the end of clause (o) thereof with a comma, replacing the semicolon at the end of clause (p) thereof with “and” and inserting the following new clause (q) immediately after clause (p) thereof:
(q) transactions with SilverRail and its Subsidiaries that comprise the SilverRail Transactions;
vi.Section 6.08 of the Credit Agreement is hereby amended by replacing “[reserved];” in clause (k) thereof with the following:
the SilverRail Transactions;
vii.Section 6.12 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (v) thereof, replacing the period at the end of clause (w) thereof with “; and” and inserting the following new clause (x) immediately after clause (w) thereof: “(x) Investments pursuant to, or arising from, the SilverRail Transactions.” and (ii) replacing “Section 6.08(m)” in clause (i) of the last paragraph thereof with “Section 6.08(k), 6.08(m)”.
SECTION 3. Representations and Warranties. The Company and each Borrowing Subsidiary represents and warrants to the Lenders that:
iii.This Amendment has been duly executed and delivered by the Company and each Borrowing Subsidiary and (assuming due execution by the parties hereto other than the Company and the Borrowing Subsidiaries) constitutes a legal, valid and binding obligation of the Company and each Borrowing Subsidiary, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
2
    
[[5518072]]

iii.Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality in the text thereof) on and as of the Third Amendment Effective Date with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were so true and correct as of such earlier date.
iv.As of the Third Amendment Effective Date, before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which the Administrative Agent shall have signed a counterpart of this Amendment and shall have received from the Company, each Borrowing Subsidiary and Lenders constituting at least the Required Lenders a counterpart of this Amendment executed by such Person (which, subject to Section 9.06(b) of the Credit Agreement, may include any Electronic Signatures transmitted by fax, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page of this Amendment). The Administrative Agent shall notify the Company, the Lenders and the Issuing Banks of the Third Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents, the Issuing Banks or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
iii.On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
3
    
[[5518072]]

SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single instrument.
SECTION 8. Fees and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. All fees shall be payable in immediately available funds and shall not be refundable.
SECTION 9. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
SECTION 10. Incorporation by Reference. The provisions of Sections 9.06(b), 9.07, 9.09(b), 9.09(c), 9.09(d), 9.10 and 9.11 of the Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
[Signature Pages Follow]
4
    
[[5518072]]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
EXPEDIA GROUP, INC.,
by:
/s/ Robert J. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary


EXPEDIA, INC.,
by:
/s/ Robert J. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

travelscape, llc,
by:
/s/ RobertJ. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

hotwire, inc.,
by:
/s/ Robert J. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

[Signature Page to Third Amendment]
Exhibit 10.22

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by:
/s/ John G. Kowalczuk
Name: John G. Kowalczuk
Title: Executive Director

    
[[5518072]]
SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.

Name of Institution: Bank of America, N.A.
by:
/s/ Marie F. Harrison
Name: Marie Harrison
Title: Director





SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Mizuho Bank, Ltd.
by:
/s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director





SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: HSBC Bank USA, National Association
by:
/s/ Chris Burns
Name: Chris Burns
Title: Senior Vice President

Name of Institution:1
by:
Name:
Title:


1 For any institution requiring a second signature line.

SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: MUFG BANK, LTD.
by:
/s/ Ted Jurgielewicz
Name: Ted Jurgielewicz
Title: Vice President






SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: Royal Bank of Canada
by:
/s/ Jenny Wang
Name: Jenny Wang
Title: Vice President






SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: Sumitomo Mitsui Banking Corporation
by:
/s/ Jun Ashley
Name: Jun Ashley
Title: Director






SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: U.S. Bank National Association
by:
/s /Lukas Coleman
Name: Lukas Coleman
Title: Vice President





SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: The Bank of Nova Scotia
by:
/s/ Frans Braniotis
Name: Frans Braniotis
Title: Managing Director






SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: Goldman Sachs Bank USA
by:
/s/ Mahesh Mohan
Name: Mahesh Mohan
Title: Authorized Signatory






SIGNATURE PAGE TO
THIRD AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: Standard Chartered Bank
by:
/s/ Daniel Mattern
Name: Daniel Mattern
Title: Associate Director





 EX-10.23 5 q42020ex-1023.htm EX-10.23 Document
Exhibit 10.23
FOURTH AMENDMENT dated as of December 22, 2020 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 5, 2020 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among EXPEDIA GROUP, INC., a Delaware corporation (the “Company”), the Borrowing Subsidiaries from time to time party thereto, the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and London Agent.
WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Credit Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, the Company has requested that the Lenders agree to effect certain amendments to the Credit Agreement as set forth herein; and
WHEREAS, the parties hereto, which include Lenders constituting the Required Lenders as of the Fourth Amendment Effective Date (as defined below), are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).
SECTION 2. Amendment of Credit Agreement. Effective as of the Fourth Amendment Effective Date:
iii.The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“Classic Vacations” means Classic Vacations, LLC, a Nevada limited liability company.
“Classic Vacations Transactions” means the disposition by Expedia, Inc., a Washington corporation, of its Equity Interests (other than any Classic Preferred Equity Interest) in Classic Vacations and the consummation of the related transactions, including (i) the extension by Expedia, Inc. of a secured loan to Classic Vacations in an aggregate principal amount of approximately $28,400,000 substantially concurrently with the consummation of such disposition or (ii) the receipt by Expedia, Inc. of a preferred Equity Interest with a preferred return similar to such loan (the “Classic Preferred Equity
    
[[5552082]]


Interest”) (it being understood and acknowledged that such loan or Classic Preferred Equity Interest constitutes noncash consideration from such disposition), in each case, substantially consistent in all material respects with the terms thereof set forth under the sections thereof titled “Transaction Considerations” and “Other Terms” in the document titled “Project Vickers – RCF Lender Materials” dated December 2020 that has been provided by the Company to the Administrative Agent in connection with the Fourth Amendment.
“Fourth Amendment” means the Fourth Amendment, dated as of December 22, 2020, to this Agreement.
iv.Section 6.08 of the Credit Agreement is hereby amended by replacing “[reserved];” in clause (r) thereof with the following:
“the Classic Vacations Transactions;”.
SECTION 3. Representations and Warranties. The Company and each Borrowing Subsidiary represents and warrants to the Lenders that:
iii.This Amendment has been duly executed and delivered by the Company and each Borrowing Subsidiary and (assuming due execution by the parties hereto other than the Company and the Borrowing Subsidiaries) constitutes a legal, valid and binding obligation of the Company and each Borrowing Subsidiary, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
iii.Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality in the text thereof) on and as of the Fourth Amendment Effective Date with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were so true and correct as of such earlier date.
iv.As of the Fourth Amendment Effective Date, before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “Fourth Amendment Effective Date”) on which the Administrative Agent shall have signed a counterpart of this Amendment and shall have received from the Company, each Borrowing Subsidiary and Lenders constituting at least the Required Lenders a counterpart of this Amendment executed by such Person (which, subject to Section 9.06(b) of the Credit Agreement, may include any Electronic Signatures transmitted by fax, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page of this Amendment). The Administrative Agent shall
2
    
[[5552082]]


notify the Company, the Lenders and the Issuing Banks of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents, the Issuing Banks or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
iii.On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single instrument.
SECTION 8. Fees and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. All fees shall be payable in immediately available funds and shall not be refundable.
SECTION 9. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
SECTION 10. Incorporation by Reference. The provisions of Sections 9.06(b), 9.07, 9.09(b), 9.09(c), 9.09(d), 9.10 and 9.11 of the Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
3
    
[[5552082]]


[Signature Pages Follow]
4
    
[[5552082]]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
EXPEDIA GROUP, INC.,
by:
/s/ Robert J. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

EXPEDIA, INC.,
by:
/s/ Robert J. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

travelscape, llc,
by:
/s/ Robert J. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

hotwire, inc.,
by:
/s/ Robert J. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer & Secretary

[Signature Page to Fourth Amendment]
Exhibit 10.23

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by:
/s/ John Kowalczuk
Name: John Kowalczuk
Title: Executive Director

    
[[5552082]]

SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Bank of America, N.A.:
by:
/s/ Jeannette Lu
Name: Jeannette Lu
Title: Director





SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: BNP Paribas
by:
/s/ Barbara Nash
Name: Barbara Nash
Title: Managing Director

Name of Institution: BNP Paribas1
by:
/s/ Stefano Locatelli
Name: Stefano Locatelli
Title: Vice President






1 For any institution requiring a second signature line.

SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Mizuho Bank, Ltd.
by:
/s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director








SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


HSBC Bank USA, National Association::
by:
/s/ Chris Burns
Name: Chris Burns
Title: Senior Vice President

Name of Institution:1
by:
Name:
Title:


























For any institution requiring a second signature line.



SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: MUFG BANK, LTD.
by:
/s/ Ted Jurgielewicz
Name: Ted Jurgielewicz
Title: Vice President








SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: Royal Bank of Canada
by:
/s/ Jenny Wang
Name: Jenny Wang
Title: Vice President






SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: Sumitomo Mitsui Banking Corporation
by:
/s/ Michael Maguire
Name: Michael Maguire
Title: Managing Director

Name of Institution:1
by:
Name:
Title:

























For any institution requiring a second signature line.



SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: U.S. Bank National Association
by:
/s/ Lukas Coleman
Name: Lukas Coleman
Title: Vice President







SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: THE BANK OF NOVA SCOTIA
by:
/s/ Todd Kennedy
Name: Todd Kennedy
Title: Director








SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: Goldman Sachs Bank USA
by:
/s/ Mahesh Mohan
Name: Mahesh Mohan
Title: Authorized Signatory






SIGNATURE PAGE TO
FOURTH AMENDMENT TO
CREDIT AGREEMENT DATED AS OF MAY 5, 2020 OF
EXPEDIA GROUP, INC.


Name of Institution: STANDARD CHARTERED BANK
by:
/s/ James Beck
Name: James Beck
Title: Associate Director





 EX-10.26 6 q42020ex-1026.htm EX-10.26 Document
Exhibit 10.26

FIRST AMENDMENT dated as of October 1, 2020 (this “Amendment”), to the CREDIT AGREEMENT dated as of August 5, 2020 (the “Credit Agreement”), among EXPEDIA GROUP, INC., a Delaware corporation (the “Company”), Expedia Group International Holdings III, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and London Agent.
WHEREAS, the Lenders have agreed to extend credit to the Borrower under the Credit Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, the Company has requested that the Lenders agree to effect certain amendments to the Credit Agreement as set forth herein; and
WHEREAS, the parties hereto, which include Lenders constituting the Required Lenders as of the First Amendment Effective Date (as defined below), are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).
SECTION 2. Amendment of Credit Agreement. Effective as of the First Amendment Effective Date:
iii.The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“First Amendment” means the First Amendment, dated as of October 1, 2020, to this Agreement.
“SilverRail” means SilverRail Technologies, Inc., a Delaware corporation.
“SilverRail Transactions” means, collectively, the disposition by Expedia, Inc., a Washington corporation, of its Equity Interests in SilverRail to one or more of the other Persons that are not Affiliates of the Company and that hold Equity Interests in SilverRail immediately prior to such disposition (or to any Affiliate of any such Person), including any such disposition in the form of a contribution by Expedia, Inc. of such Equity Interests to SilverRail or an exchange of such Equity Interests for the Equity Interests

[[5518073]]

referred to in clause (a) below, and the consummation of the related transactions, including (a) the receipt by the Company or any Subsidiary of certain warrants in respect of Equity Interests in SilverRail and (b) the cancellation of certain Indebtedness owed by SilverRail to the Company or any Subsidiary, in each case, substantially consistent in all material respects with the terms thereof set forth in the document titled “SilverRail Management Buyout” dated August 31, 2020 that has been provided by the Company to the Administrative Agent in connection with the First Amendment.
iv.The definition of “Material Subsidiary” in Section 1.01 of the Credit Agreement is hereby amended by adding the text “(or such longer period as the Administrative Agent may agree to in writing)” immediately after “within 30 days of the Closing Date” therein.
v.The last paragraph of Section 6.01 of the Credit Agreement is hereby amended by deleting “6.01(u),” in clause (i) thereof.
vi.The last paragraph of Section 6.02 of the Credit Agreement is hereby amended by inserting the following text immediately after “6.02(e)” therein: “(except to the extent solely securing obligations of a Borrower Group Member)”.
vii.The first paragraph of Section 6.05 of the Credit Agreement is hereby amended by deleting “and” at the end of clause (i) thereof, replacing the period at the end of clause (j) thereof with “, and” and inserting the following new clause (k) immediately after clause (j) thereof:
(k) to the extent constituting a Restricted Payment, the Company and its Subsidiaries may consummate the SilverRail Transactions.
viii.Section 6.06 of the Credit Agreement is hereby amended by deleting “and” at the end of clause (p) thereof, replacing the semicolon at the end of clause (q) thereof with “and” and inserting the following new clause (r) immediately after clause (q) thereof:
(r) transactions with SilverRail and its Subsidiaries that comprise the SilverRail Transactions;
ix.Section 6.08 of the Credit Agreement is hereby amended by replacing “[reserved];” in clause (k) thereof with the following:
the SilverRail Transactions;
x.Section 6.12 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (v) thereof, replacing the period at the end of clause (w) thereof with “; and” and inserting the following new clause (x) immediately after clause (w) thereof: “(x) Investments pursuant to, or arising from, the SilverRail Transactions.” and
2
[[5518073]]

(ii) replacing “Section 6.08(m)” in clause (i) of the last paragraph thereof with “Section 6.08(k), 6.08(m)”.
SECTION 3. Representations and Warranties. Each of the Company and the Borrower represents and warrants to the Lenders that:
iii.This Amendment has been duly executed and delivered by each of the Company and the Borrower and (assuming due execution by the parties hereto other than the Company and the Borrower) constitutes a legal, valid and binding obligation of the Company and the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
iii.Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality in the text thereof) on and as of the First Amendment Effective Date with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were so true and correct as of such earlier date.
iv.As of the First Amendment Effective Date, before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which the Administrative Agent shall have signed a counterpart of this Amendment and shall have received from the Company, the Borrower and Lenders constituting at least the Required Lenders a counterpart of this Amendment executed by such Person (which, subject to Section 9.06(b) of the Credit Agreement, may include any Electronic Signatures transmitted by fax, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page of this Amendment). The Administrative Agent shall notify the Company and the Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations,
3
[[5518073]]

covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
iii.On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single instrument.
SECTION 8. Fees and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. All fees shall be payable in immediately available funds and shall not be refundable.
SECTION 9. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
SECTION 10. Incorporation by Reference. The provisions of Sections 9.06(b), 9.07, 9.09(b), 9.09(c), 9.09(d), 9.10 and 9.11 of the Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
[Signature Pages Follow]
4
[[5518073]]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
EXPEDIA GROUP, INC.,
by:
/s/ Robert J. Dzielak
Name:    Robert J. Dzielak
Title: Chief Legal Officer & Secretary


EXPEDIA GROUP INTERNATIONAL HOLDINGS III, LLC,
by:
/s/ Robert J. Dzielak
Name:    Robert J. Dzielak
Title: Chief Legal Officer & Secretary


[Signature Page to First Amendment]
Exhibit 10.26


JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by:
/s/ John G. Kowalczuk
Name: John G. Kowalczuk
Title: Executive Director


[[5518073]]
SIGNATURE PAGE TO
FIRST AMENDMENT TO
CREDIT AGREEMENT DATED AS OF AUGUST 5, 2020 OF
EXPEDIA GROUP INTERNATIONAL HOLDINGS III, LLC


Name of Institution: Bank of America, N.A.
by:
/s/ Marie Harrison
Name: Marie Harrison
Title: Director






Exhibit 10.26



BNP Paribas:
by:
/s/ Barbara Nash
Name: Barbara Nash
Title: Managing Director

BNP Paribas:1
by:
/s/ Stefano Locatelli
Name: Stefano Locatelli
Title: Vice President







1 For any institution requiring a second signature line.

[[5518073]]
Exhibit 10.26



Mizuho Bank, Ltd.
by:
/s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director








[[5518073]]
Exhibit 10.26



Name of Institution: HSBC Bank USA, National Association
by:
/s/ Chris Burns
Name: Chris Burns
Title: Senior Vice President

Name of Institution:1
by:
Name:
Title:


























For any institution requiring a second signature line.



[[5518073]]
Exhibit 10.26



Name of Institution: MUFG BANK, LTD.
by:
/s/ Ted Jurgielewicz
Name: Ted Jurgielewicz
Title: Vice President








[[5518073]]
Exhibit 10.26



Name of Institution: Royal Bank of Canada
by:
/s/ Jenny Wang
Name: Jenny Wang
Title: Vice President








[[5518073]]
Exhibit 10.26



Name of Institution: Sumitomo Mitsui Banking Corporation
by:
/s/ Jun Ashley
Name: Jun Ashley
Title: Director








[[5518073]]
Exhibit 10.26



Name of Institution: U.S. Bank National Association
by:
/s/ Lukas Coleman
Name: Lukas Coleman
Title: Vice President








[[5518073]]
Exhibit 10.26



Name of Institution: The Bank of Nova Scotia
by:
/s/ Frans Braniotis
Name: Frans Braniotis
Title: Managing Director







[[5518073]]
Exhibit 10.26



Name of Institution: Goldman Sachs Bank USA
by:
/s/ Mahesh Mohan
Name: Mahesh Mohan
Title: Authorized Signatory







[[5518073]]
Exhibit 10.26



Standard Chartered Bank:
by:
/s/ James Beck
Name: James Beck
Title: Associate Director





[[5518073]]
 EX-10.27 7 q42020ex-1027.htm EX-10.27 Document
Exhibit 10.27


SECOND AMENDMENT dated as of December 22, 2020 (this “Amendment”), to the CREDIT AGREEMENT dated as of August 5, 2020 (the “Credit Agreement”), among EXPEDIA GROUP, INC., a Delaware corporation (the “Company”), Expedia Group International Holdings III, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and London Agent.
WHEREAS, the Lenders have agreed to extend credit to the Borrower under the Credit Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, the Company has requested that the Lenders agree to effect certain amendments to the Credit Agreement as set forth herein; and
WHEREAS, the parties hereto, which include Lenders constituting the Required Lenders as of the Second Amendment Effective Date (as defined below), are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).
SECTION 2. Amendment of Credit Agreement. Effective as of the Second Amendment Effective Date:
iii.The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“Classic Vacations” means Classic Vacations, LLC, a Nevada limited liability company.
“Classic Vacations Transactions” means the disposition by Expedia, Inc., a Washington corporation, of its Equity Interests (other than any Classic Preferred Equity Interest) in Classic Vacations and the consummation of the related transactions, including (i) the extension by Expedia, Inc. of a secured loan to Classic Vacations in an aggregate principal amount of approximately $28,400,000 substantially concurrently with the consummation of such disposition or (ii) the receipt by Expedia, Inc. of a preferred Equity Interest with a preferred return similar to such loan (the “Classic Preferred Equity Interest”) (it being understood and acknowledged that such loan or Classic Preferred

[[5552084]]


Equity Interest constitutes noncash consideration from such disposition), in each case, substantially consistent in all material respects with the terms thereof set forth under the sections thereof titled “Transaction Considerations” and “Other Terms” in the document titled “Project Vickers – RCF Lender Materials” dated December 2020 that has been provided by the Company to the Administrative Agent in connection with the Second Amendment.
“Second Amendment” means the Second Amendment, dated as of December 22, 2020, to this Agreement.
iv.Section 6.08 of the Credit Agreement is hereby amended by replacing “[reserved];” in clause (r) thereof with the following:
“the Classic Vacations Transactions;”.
SECTION 3. Representations and Warranties. Each of the Company and the Borrower represents and warrants to the Lenders that:
iii.This Amendment has been duly executed and delivered by each of the Company and the Borrower and (assuming due execution by the parties hereto other than the Company and the Borrower) constitutes a legal, valid and binding obligation of the Company and the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
iii.Before and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality in the text thereof) on and as of the Second Amendment Effective Date with the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were so true and correct as of such earlier date.
iv.As of the Second Amendment Effective Date, before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 4. Effectiveness. This Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which the Administrative Agent shall have signed a counterpart of this Amendment and shall have received from the Company, the Borrower and Lenders constituting at least the Required Lenders a counterpart of this Amendment executed by such Person (which, subject to Section 9.06(b) of the Credit Agreement, may include any Electronic Signatures transmitted by fax, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page of this Amendment). The Administrative Agent shall notify the
2
[[5552084]]


Company and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
iii.On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single instrument.
SECTION 8. Fees and Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. All fees shall be payable in immediately available funds and shall not be refundable.
SECTION 9. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
SECTION 10. Incorporation by Reference. The provisions of Sections 9.06(b), 9.07, 9.09(b), 9.09(c), 9.09(d), 9.10 and 9.11 of the Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
3
[[5552084]]


[Signature Pages Follow]
4
[[5552084]]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
EXPEDIA GROUP, INC.,
by:
/s/ Robert J. Dzielak
Name:    Robert J. Dzielak
Title: Chief Legal Officer & Secretary


EXPEDIA GROUP INTERNATIONAL HOLDINGS III, LLC,
by:
/s/ Robert J. Dzielak
Name:    Robert J. Dzielak
Title: Chief Legal Officer & Secretary




[Signature Page to Second Amendment]
Exhibit 10.27



JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,
by:
/s/ John Kowalczuk
Name: John Kowalczuk
Title: Executive Director


[[5552084]]

SIGNATURE PAGE TO
SECOND AMENDMENT TO
CREDIT AGREEMENT DATED AS OF AUGUST 5, 2020 OF
EXPEDIA GROUP INTERNATIONAL HOLDINGS III, LLC


Bank of America, N.A.:
by:
/s/ Jeannette Lu
Name: Jeannette Lu
Title: Director






Exhibit 10.27



Name of Institution: BNP Paribas:
by:
/s/ Barbara Nash
Name: Barbara Nash
Title: Managing Director

Name of Institution:1
by:
/s/ Stefano Locatelli
Name: Stefano Locatelli
Title: Vice President






1 For any institution requiring a second signature line.

[[5552084]]

Exhibit 10.27



Mizuho Bank, Ltd.
by:
/s/ Tracy Rahn
Name: Tracy Rahn
Title: Executive Director





[[5552084]]

Exhibit 10.27



HSBC BANK USA, NATIONAL ASSOCIATION
by:
/s/ Michael Madden
Name: Michael Madden
Title: Vice President

Name of Institution:1
by:
Name:
Title:


























For any institution requiring a second signature line.



[[5552084]]

Exhibit 10.27



Name of Institution: MUFG BANK, LTD.
by:
/s/ Ted Jurgielewicz
Name: Ted Jurgielewicz
Title: Vice President







[[5552084]]

Exhibit 10.27



Name of Institution: Royal Bank of Canada
by:
/s/ Jenny Wang
Name: Jenny Wang
Title: Vice President







[[5552084]]

Exhibit 10.27



Name of Institution: Sumitomo Mitsui Banking Corporation
by:
/s/ Michael Maguire
Name: Michael Maguire
Title: Managing Director

Name of Institution:1
by:
Name:
Title:



























For any institution requiring a second signature line.



[[5552084]]

Exhibit 10.27



Name of Institution: U.S. Bank National Association
by:
/s/ Lukas Coleman
Name: Lukas Coleman
Title: Vice President





[[5552084]]

Exhibit 10.27



Name of Lender: THE BANK OF NOVA SCOTIA
by:
/s/ Todd Kennedy
Name: Todd Kennedy
Title: Director





[[5552084]]

Exhibit 10.27



Name of Institution: Goldman Sachs Bank USA
by:
/s/ Mahesh Mohan
Name: Mahesh Mohan
Title: Authorized Signatory








[[5552084]]

Exhibit 10.27



Standard Chartered Bank:
by:
/s/ James Beck
Name: James Beck
Title: Associate Director





[[5552084]]

 EX-10.34 8 q42020ex-1034.htm EX-10.34 Document
Exhibit 10.34
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT, dated as of the award date (the “Award Date”) designated on the Summary of Award referenced below, between Expedia Group, Inc., a Delaware corporation (the “Corporation”), and the eligible director of the Corporation (the “Director”).
All capitalized terms used herein, to the extent not defined, shall have the meanings set forth in the Corporation’s Fifth Amended and Restated 2005 Stock and Annual Incentive Plan, as amended (the “Plan”). Reference is made to the “Summary of Award” that can be found on the Morgan Stanley StockPlan Connect website at www.stockplanconnect.com (or any successor system selected by the Corporation). Your Summary of Award, which sets forth the number of Restricted Stock Units granted to you by the Corporation and the Award Date (among other information), is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement.
 
1.
Grant and Vesting of Restricted Stock Units.
(a) Subject to the provisions of this Agreement and to the provisions of the Plan, the Corporation hereby grants Restricted Stock Units to the Director pursuant to Section 7 of the Plan.
(b) Subject to the terms and conditions of this Agreement and to the provisions of the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply is the “Restriction Period”):
 
Vesting Date Percentage of Total Grant Vesting
On the first anniversary of the Award Date (the “Base Vesting Date”) 33.33%
On the second anniversary of the Base Vesting Date 33.33%
On the third anniversary of the Base Vesting Date 33.33%
(c) In the event of termination of the Director’s service with the Corporation during the Restriction Period for any reason, all remaining unvested Restricted Stock Units shall be forfeited by the Director and canceled in their entirety effective immediately upon such termination.
(d) For purposes of this Agreement, service with the Corporation shall include employment with the Corporation’s Affiliates (excluding IAC/InterActiveCorp and its subsidiaries) and its successors. Nothing in this Agreement or the Plan shall confer upon the Director any right to continue in the service of the Corporation or any of its Affiliates.
 
2.
Settlement of Units.
As soon as practicable after any Restricted Stock Units have vested and are no longer subject to the Restriction Period (or at such later date specified by the Committee or in accordance with the election of the Director, if the Committee so permits), such Restricted Stock Units shall be settled. Subject to Paragraph 8 (pertaining to the withholding of taxes), for each Restricted Stock Unit settled pursuant to this Paragraph 2, the Corporation shall issue one share of Common Stock for each vested Restricted Stock Unit and cause to be delivered to the Director one or more unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vested Restricted Stock Units. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares issuable upon settlement of Restricted Stock Units that have vested until the Corporation or the agent selected by the Corporation to manage the Plan (the “Agent”) shall have received from the Director a duly executed Form W-9 or W-8, as applicable.
 
3.
Non-Transferability of the Restricted Stock Units.


During the Restriction Period and until such time as the Restricted Stock Units are ultimately settled as provided in Paragraph 2 above, the Restricted Stock Units shall not be transferable by the Director by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.
 
4.
Rights as a Stockholder.
Except as otherwise specifically provided in this Agreement, during the Restriction Period, the Director shall not be entitled to any voting rights, rights to dividends or any other rights of a stockholder with respect to the Restricted Stock Units.
 
5.
Adjustment in the Event of Change in Stock; Change in Control.
In the event of (i) a stock dividend, stock split, reverse stock split, share combination or recapitalization or similar event affecting the capital structure of the Corporation (each, a “Share Change”), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering liquidation,
 Disaffiliation, payment of cash dividends other than an ordinary dividend or similar event affecting the Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Compensation/Benefits Committee of the Board of Directors (or such other committee as the Board may from time to time designate) (the “Committee”) or Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to the number of Restricted Stock Units and the number and kind of shares of Common Stock underlying the Restricted Stock Units.
In the case of Corporate Transactions, such adjustments may include, without limitation (i) the cancellation of the Restricted Stock Units in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Restricted Stock Units, as determined by the Committee or the Board in its sole discretion, (ii) the substitution of other property (including, without limitation, cash or other securities of the Corporation and securities of entities other than the Corporation) for the shares of Common Stock underlying the Restricted Stock Units and (iii) in connection with any Disaffiliation, arranging for the assumption of the Restricted Stock Units, or the replacement of the Restricted Stock Units with new awards based on other property or other securities (including, without limitation, other securities of the Corporation and securities of entities other than the Corporation), by the affected Subsidiary, Affiliate or division or by the entity that controls such Subsidiary, Affiliate or division following such Disaffiliation (as well as any corresponding adjustments to any Restricted Stock Units that remain based upon securities of the Corporation).
The determination of the Committee regarding any such adjustment will be final and conclusive and need not be the same for all Participants.
Notwithstanding the foregoing, in the event of a Change in Control, the Restricted Stock Units shall automatically vest.
 
6.
Payment of Transfer Taxes, Fees and Other Expenses.
The Corporation agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Director in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Corporation in connection therewith.
 
7.
Other Restrictions.
(a) The Restricted Stock Units shall be subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body is required, then in any such event, the grant of Restricted Stock Units shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
 
(b) The Director acknowledges that the Director is subject to the Corporation’s policies regarding compliance with securities laws, including but not limited to its Securities Trading Policy (as in effect from time to time and any


successor policies), and, pursuant to these policies, the Director shall be required to obtain pre-clearance from the Corporation’s General Counsel prior to purchasing or selling any of the Corporation’s securities, including any shares issued upon vesting of the Restricted Stock Units, and may be prohibited from selling such shares other than during an open trading window. The Director further acknowledges that, in its discretion, the Corporation may prohibit the Director from selling such shares even during an open trading window if the Corporation has concerns over the potential for insider trading.
 
8.
Taxes and Withholding.
In such rare circumstances in which withholding is applicable, the Director (i) shall pay to the Corporation, or make arrangements satisfactory to the Corporation regarding the payment of, any federal, state, local and foreign taxes of any kind required by law to be withheld with respect to such amount and (ii) shall provide to the Corporation or to the agent selected by the Corporation for managing the Plan under which the Restricted Stock Units have been granted a properly completed and duly executed Form W-9 or W-8, as applicable, prior to the date as of which an amount first becomes includible in the gross income of the Director for income tax purposes. The obligations of the Corporation under this Agreement shall be conditioned on compliance by the Director with this Paragraph 8, and the Corporation and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Director, including deducting such amount from the delivery of shares issued upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.
 
9.
Notices.
All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Director: at the last known address on record at the Corporation.
If to the Corporation:
Expedia Group, Inc.
1111 Expedia Group Way W
Seattle, WA 98119
Attention: Office of General Counsel
 
or to such other address as any party shall have furnished to the other in writing in accordance with this Paragraph 9. Notice and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing, the Director consents to electronic delivery of documents required to be delivered by the Corporation under the securities laws.
 
10.
Effect of Agreement.
Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Corporation.
 
11.
Laws Applicable to Construction; Consent to Jurisdiction.
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and conditions of the Plan, which is hereby incorporated by reference.
Any and all disputes arising under or out of this Agreement, including without limitation any issues involving the enforcement or interpretation of any of the provisions of this Agreement, shall be resolved by the commencement of an appropriate action in the state or federal courts located within the state of Delaware, which shall be the exclusive jurisdiction for the resolution of any such disputes. The Director hereby agrees and consents to the personal jurisdiction of said courts over the Director for purposes of the resolution of any and all such disputes.


 
12.
Severability.
The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
 
13.
Conflicts and Interpretation.
In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.
In the event of any (i) conflict between the Summary of Award (or any other information posted on the Morgan Stanley Benefit Access System or successor system) and this Agreement, the Plan and/or the books and records of the Corporation, or (ii) ambiguity in the Summary of Award (or any other information posted on the Morgan Stanley Benefit Access System or successor system), this Agreement, the Plan and/or the books and records of the Corporation, as applicable, shall control.
 
14.
Amendment.
The Committee may modify, amend or waive the terms of the Restricted Stock Unit award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Director without his or her consent, except as required by applicable law, Nasdaq or stock exchange rule, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
 
15.
Headings.
The headings of paragraphs herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.
 
16.
Counterparts.
This Agreement may be executed in counterparts, which together shall constitute one and the same original.
 
17.
Data Protection.
The Director authorizes the release from time to time to the Corporation (and any of its subsidiaries or affiliated companies) and to the Agent (together, the “Relevant Companies”) of any and all personal or professional data that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). Without limiting the above, Director permits the Corporation to collect, process, register and transfer to the Relevant Companies all Relevant Information (including any professional and personal data that may be useful or necessary for the purposes of the administration of the Plan and/or this Agreement and/or to implement or structure any further grants of equity awards (if any)). The Director hereby authorizes the Relevant Information to be transferred to any jurisdiction in which the Corporation or the Agent considers appropriate. Director shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 



IN WITNESS WHEREOF, as of the date first above written, the Corporation has caused this Agreement to be executed on its behalf by a duly authorized officer and the Director has hereunto set the Director’s hand.
 
EXPEDIA GROUP, INC.
                    
______________________________
Name: Robert Dzielak
Title: Chief Legal Officer and Secretary
    

DIRECTOR

______________________________


 EX-21 9 q42020ex-21.htm EX-21 Document

Exhibit 21
Expedia Group, Inc.’s subsidiaries
As of December 31, 2020

The following is a list of subsidiaries of Expedia Group, Inc., omitting subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2020.
U.S. Subsidiaries  Jurisdiction
CarRentals.com, Inc.United States - NV
Classic Vacations, LLCUnited States - NV
Cruise, LLCUnited States - WA
EAN.com, LPUnited States - DE
Egencia LLCUnited States - NV
Expedia, Inc.United States - WA
HomeAway.com, Inc. United States - DE
Hotwire, Inc.United States - DE
Interactive Affiliate Network, LLCUnited States - DE
Orbitz Travel Insurance Services, LLCUnited States - DE
Orbitz Worldwide, Inc.United States - DE
Orbitz Worldwide, LLCUnited States - DE
Orbitz, LLCUnited States - DE
Travelscape, LLCUnited States - NV
Trip Network, Inc. United States - DE
Vrbo Holdings, Inc. United States - DE
Foreign SubsidiariesJurisdiction
BEX Travel Asia Pte. Ltd.Singapore
Expedia do Brasil Agencia de Viagens e Turismo Ltda.Brazil
Expedia Lodging Group SàrlSwitzerland
Expedia Lodging Partner Services SàrlSwitzerland
Expedia.com LimitedUnited Kingdom
HotelClub Pty LtdAustralia
trivago N.V.*Netherlands


________________
* Majority owned subsidiary

 EX-22 10 q42020ex-22.htm EX-22 Document

Exhibit 22

The following subsidiaries of Expedia Group, Inc. (the “Parent”) are Subsidiary Guarantors with respect to our debt facilities and instruments:

GuarantorJurisdiction of Formation
BedandBreakfast.com, Inc.United States – CO
CarRentals.com, Inc.United States – NV
Cruise, LLCUnited States - WA
EAN.com, LPUnited States - DE
Egencia LLCUnited States - NV
Expedia Group Commerce, Inc.United States – DE
Expedia, Inc.United States - WA
Expedia LX Partner Business, Inc.United States – DE
Higher Power Nutrition Common Holdings, LLCUnited States - DE
HomeAway Software, Inc.United States - DE
HomeAway.com, Inc.United States - DE
Hotels.com GP, LLCUnited States - TX
Hotels.com, L.P.United States - TX
Hotwire, Inc.United States - DE
HRN 99 Holdings, LLCUnited States - NY
Interactive Affiliate Network, LLCUnited States - DE
LEMS I LLCUnited States - DE
LEXE Marginco, LLCUnited States - DE
LEXEB, LLCUnited States - DE
Liberty Protein, Inc.United States - DE
Neat Group CorporationUnited States – DE
O Holdings Inc.United States – DE
Orbitz Financial Corp.United States – DE
Orbitz for Business, Inc.United States – DE
Orbitz, Inc.United States - DE
Orbitz, LLCUnited States - DE
Orbitz Travel Insurance Services, LLCUnited States - DE
Orbitz Worldwide, Inc.United States - DE
Orbitz Worldwide, LLCUnited States - DE
OWW Fulfillment Services, Inc.United States – TN
Travelscape, LLCUnited States - NV
Trip Network, Inc.United States - DE
VRBO Holdings, Inc.United States - DE
WWTE, Inc.United States – NV


 EX-23.1 11 q42020ex-231.htm EX-23.1 Document

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:  

(1)Registration Statement (Form S-4/A No. 333-234777) of Expedia Group, Inc. and in the related Prospectus,

(2)Registration Statement (Form S-4/A No. 333-231164) of Expedia Group, Inc. and in the related Prospectus,

(3)Registration Statement (Form S-4 No. 333-221623) of Expedia, Inc. and in the related Prospectus

(4)Registration Statement (Form S-4 No. 333-213740) of Expedia, Inc. and in the related Prospectus,

(5)Registration Statement (Form S-4/A No. 333-175828) of Expedia, Inc. and in the related Prospectus,

(6)Registration Statement (Form S-4/A No. 333-169654) of Expedia, Inc. and in the related Prospectus,

(7)Registration Statement (Form S-4/A No. 333-208025) of Expedia, Inc. and in the related Prospectus,

(8)Registration Statement (Form S-3ASR No. 333-197974) of Expedia, Inc. and in the related Prospectus,

(9)Registration Statement (Form S-8 No. 333-178650) pertaining to the Expedia, Inc. 2005 Stock and Annual Incentive Plan, the Expedia, Inc. 401(k) Retirement Savings Plan, and the Expedia, Inc. Deferred Compensation Plan for Non-Employee Directors of Expedia, Inc.,

(10)Registration Statement (Form S-8 No. 333-187111) pertaining to the Expedia, Inc. 2013 Employee Stock Purchase Plan and the Expedia, Inc. 2013 International Employee Stock Purchase Plan,

(11)Registration Statement (Form S-8 No. 333-190254) pertaining to the Expedia, Inc. Second Amended 2005 Stock and Annual Incentive Plan,

(12)Registration Statement (Form S-8 No. 333-205996) pertaining to the Expedia, Inc. Third Amended 2005 Stock and Annual Incentive Plan,

(13)Registration Statement (Form S-8 No. 333-206990) pertaining to the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan,

(14)Registration Statement (Form S-8 No. 333-208548) pertaining to the HomeAway, Inc. 2011 Equity Incentive Plan

(15)Registration Statement (Form S-8 No. 333-213715) pertaining to the Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan, and

(16)Registration Statement (Form S-8 No. 333-240255) pertaining to the Fifth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan;


of our reports dated February 11, 2021, with respect to the consolidated financial statements of Expedia Group, Inc. and the effectiveness of internal control over financial reporting of Expedia Group, Inc. included in this Annual Report (Form 10-K) of Expedia Group, Inc. for the year ended December 31, 2020.

/s/ Ernst & Young LLP
Seattle, Washington
February 11, 2021

EX-31.1 12 q42020ex-311.htm EX-31.1 Document

Exhibit 31.1
Certification
I, Barry Diller, Chairman and Senior Executive of Expedia Group, Inc., certify that:
1.I have reviewed this annual report on Form 10-K of Expedia Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: February 11, 2021/s/ BARRY DILLER
Barry Diller
Chairman and Senior Executive


 EX-31.2 13 q42020ex-312.htm EX-31.2 Document

Exhibit 31.2
Certification
I, Peter M. Kern, Vice Chairman and Chief Executive Officer of Expedia Group, Inc., certify that:
1.I have reviewed this annual report on Form 10-K of Expedia Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 11, 2021/s/ PETER M. KERN
Peter M. Kern
Vice Chairman and Chief Executive Officer


 EX-31.3 14 q42020ex-313.htm EX-31.3 Document

Exhibit 31.3
Certification
I, Eric Hart, Chief Financial Officer of Expedia Group, Inc., certify that:
1.I have reviewed this annual report on Form 10-K of Expedia Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: February 11, 2021/s/ ERIC HART
Eric Hart
 Chief Financial Officer


 EX-32.1 15 q42020ex-321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Barry Diller, Chairman and Senior Executive of Expedia Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1)the Annual Report on Form 10-K of the Company for the year ended December 31, 2020 (the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 11, 2021/s/ BARRY DILLER
Barry Diller
Chairman and Senior Executive


 EX-32.2 16 q42020ex-322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter M. Kern, Vice Chairman and Chief Executive Officer of Expedia Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1)the Annual Report on Form 10-K of the Company for the year ended December 31, 2020 (the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 
Date: February 11, 2021/s/ PETER M. KERN
Peter M. Kern
Vice Chairman and Chief Executive Officer


 EX-32.3 17 q42020ex-323.htm EX-32.3 Document

Exhibit 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Eric Hart, Chief Financial Officer of Expedia Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
1)the Annual Report on Form 10-K of the Company for the year ended December 31, 2020 (the “Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 
Date: February 11, 2021/s/ ERIC HART
Eric Hart
Chief Financial Officer


 EX-101.SCH 18 expe-20201231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0001001 - Document - Cover Page link:presentationLink link:calculationLink link:definitionLink 1001002 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 1002003 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1003004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME link:presentationLink link:calculationLink link:definitionLink 1004005 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 1005006 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1006007 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY link:presentationLink link:calculationLink link:definitionLink 1007008 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1008009 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 2101101 - Disclosure - Organization and Basis of Presentation link:presentationLink link:calculationLink link:definitionLink 2102102 - Disclosure - Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2203201 - Disclosure - Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2304301 - Disclosure - Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 2405401 - Disclosure - Significant Accounting Policies - Reclassifications (Details) link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - Significant Accounting Policies - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2407403 - Disclosure - Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash (Details) link:presentationLink link:calculationLink link:definitionLink 2108103 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 2309302 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 2410404 - Disclosure - Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 2411405 - Disclosure - Fair Value Measurements - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2112104 - Disclosure - Property and Equipment, Net link:presentationLink link:calculationLink link:definitionLink 2313303 - Disclosure - Property and Equipment, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2414406 - Disclosure - Property and Equipment, Net - Components of Property and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 2415407 - Disclosure - Property and Equipment, Net - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2116105 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 2317304 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 2418408 - Disclosure - Leases (Details) link:presentationLink link:calculationLink link:definitionLink 2419409 - Disclosure - Leases Supplemental Cash Flow Information (Details) link:presentationLink link:calculationLink link:definitionLink 2420410 - Disclosure - Leases Supplemental Balance Sheet Information (Details) link:presentationLink link:calculationLink link:definitionLink 2421411 - Disclosure - Leases Maturities of lease liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2421411 - Disclosure - Leases Maturities of lease liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2122106 - Disclosure - Goodwill and Intangible Assets, Net link:presentationLink link:calculationLink link:definitionLink 2323305 - Disclosure - Goodwill and Intangible Assets, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2424412 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2425413 - Disclosure - Goodwill and Intangible Assets, Net - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2426414 - Disclosure - Goodwill and Intangible Assets, Net - Changes in Goodwill by Reportable Segment (Details) link:presentationLink link:calculationLink link:definitionLink 2427415 - Disclosure - Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) link:presentationLink link:calculationLink link:definitionLink 2428416 - Disclosure - Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2129107 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 2330306 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 2431417 - Disclosure - Debt - Long Term Debt Outstanding (Details) link:presentationLink link:calculationLink link:definitionLink 2432418 - Disclosure - Debt - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2133108 - Disclosure - Employee Benefit Plans link:presentationLink link:calculationLink link:definitionLink 2434419 - Disclosure - Employee Benefit Plans - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2135109 - Disclosure - Stock-Based Awards and Other Equity Instruments link:presentationLink link:calculationLink link:definitionLink 2336307 - Disclosure - Stock-Based Awards and Other Equity Instruments (Tables) link:presentationLink link:calculationLink link:definitionLink 2437420 - Disclosure - Stock-Based Awards and Other Equity Instruments - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2438421 - Disclosure - Stock-Based Awards and Other Equity Instruments - Summary of Restricted Stock Units Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2439422 - Disclosure - Stock-Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2440423 - Disclosure - Stock-Based Awards and Other Equity Instruments - Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models (Details) link:presentationLink link:calculationLink link:definitionLink 2141110 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2342308 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2443424 - Disclosure - Income Taxes - Domestic and Foreign Income Loss Before Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2444425 - Disclosure - Income Taxes - Summary of Provision for Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2445426 - Disclosure - Income Taxes - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2446427 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2447428 - Disclosure - Income Taxes - Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations Before Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2448429 - Disclosure - Income Taxes - Uncertain Tax Positions (Details) link:presentationLink link:calculationLink link:definitionLink 2149111 - Disclosure - Capital Stock link:presentationLink link:calculationLink link:definitionLink 2350309 - Disclosure - Capital Stock (Tables) link:presentationLink link:calculationLink link:definitionLink 2451430 - Disclosure - Capital Stock - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2452431 - Disclosure - Capital Stock - Shares Repurchased (Details) link:presentationLink link:calculationLink link:definitionLink 2453432 - Disclosure - Capital Stock - Summary of Dividends Declared (Details) link:presentationLink link:calculationLink link:definitionLink 2454433 - Disclosure - Capital Stock - Accumulated Other Comprehensive Loss (Details) link:presentationLink link:calculationLink link:definitionLink 2455434 - Disclosure - Capital Stock - Effects of Changes in Noncontrolling Interest (Details) link:presentationLink link:calculationLink link:definitionLink 2156112 - Disclosure - Earnings Per Share link:presentationLink link:calculationLink link:definitionLink 2357310 - Disclosure - Earnings Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2458435 - Disclosure - Earnings Per Share - Basic and Diluted earnings per Share (Details) link:presentationLink link:calculationLink link:definitionLink 2459436 - Disclosure - Earnings Per Share - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2160113 - Disclosure - Restructuring and Related Reorganization Charges link:presentationLink link:calculationLink link:definitionLink 2461437 - Disclosure - Restructuring and Related Reorganization Charges - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2462438 - Disclosure - Restructuring and Related Reorganization Charges - Summary of the Restructuring and Related Reorganization Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2163114 - Disclosure - Other Income (Expense) link:presentationLink link:calculationLink link:definitionLink 2364311 - Disclosure - Other Income (Expense) (Tables) link:presentationLink link:calculationLink link:definitionLink 2465439 - Disclosure - Other Income Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2166115 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 2367312 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 2468440 - Disclosure - Commitments and Contingencies - Schedule of Commitments and Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 2469441 - Disclosure - Commitments and Contingencies - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2170116 - Disclosure - Acquisitions, Other Investments and Divestitures link:presentationLink link:calculationLink link:definitionLink 2371313 - Disclosure - Acquisitions, Other Investments and Divestitures (Tables) link:presentationLink link:calculationLink link:definitionLink 2472442 - Disclosure - Acquisitions, Other Investments and Divestitures - Summary of Fair Value of Assets Acquired and Liabilities Assumed in Conjunction with Acquisition (Details) link:presentationLink link:calculationLink link:definitionLink 2473443 - Disclosure - Acquisitions, Other Investments and Divestitures - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2174117 - Disclosure - Liberty Expedia Holdings Transaction link:presentationLink link:calculationLink link:definitionLink 2475444 - Disclosure - Liberty Expedia Holdings Transaction (Details) link:presentationLink link:calculationLink link:definitionLink 2176118 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 2477445 - Disclosure - Related Party Transactions - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2178119 - Disclosure - Segment Information link:presentationLink link:calculationLink link:definitionLink 2379314 - Disclosure - Segment Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2480446 - Disclosure - Segment Information - Schedule of Segment Information (Details) link:presentationLink link:calculationLink link:definitionLink 2481447 - Disclosure - Segment Information - Revenue by Services and Geographic Area (Details) link:presentationLink link:calculationLink link:definitionLink 2482448 - Disclosure - Segment Information - Schedule of Property Plant and Equipment by Geographic Area (Details) link:presentationLink link:calculationLink link:definitionLink 2183120 - Disclosure - Valuation and Qualifying Accounts link:presentationLink link:calculationLink link:definitionLink 2384315 - Disclosure - Valuation and Qualifying Accounts (Tables) link:presentationLink link:calculationLink link:definitionLink 2485449 - Disclosure - Valuation and Qualifying Accounts (Details) link:presentationLink link:calculationLink link:definitionLink 2186121 - Disclosure - Quarterly Financial Information (Unaudited) link:presentationLink link:calculationLink link:definitionLink 2387316 - Disclosure - Quarterly Financial Information (Unaudited) (Tables) link:presentationLink link:calculationLink link:definitionLink 2488450 - Disclosure - Quarterly Financial Information (Unaudited) - Schedule of Quarterly Financial Information (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 19 expe-20201231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 20 expe-20201231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 21 expe-20201231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Goodwill and intangible assets Deferred Tax Liabilities, Intangible Assets Restatement [Axis] Revision of Prior Period [Axis] Proceeds from issuance of treasury stock (in shares) Stock Issued During Period, Shares, Treasury Stock Reissued Aggregate intrinsic value, Balance as of December 31, 2019 Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Related Party [Axis] Related Party [Axis] Series A Preferred Stock Series A Preferred Stock [Member] Deferred tax liabilities, net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Advertising, media and other Advertising, Media, And Other Customers [Member] Advertising, Media, And Other Customers [Member] Noncontrolling Interest [Table] Noncontrolling Interest [Table] Income tax benefit associated with employees exercise of stock-based awards Reduction in current income tax payable attributable to stock-based compensation Current Income Tax Benefit Associated With Stock Based Awards Current Income Tax Benefit Associated With Stock Based Awards. Foreign-derived intangible income Effective Income Tax Rate Reconciliation, Deduction Foreign Derived Intangible Income Effective Income Tax Rate Reconciliation, Deduction Foreign Derived Intangible Income Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] Statistical Measurement [Domain] Statistical Measurement [Domain] LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities and Equity [Abstract] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Cash consideration Cash payment for consideration Payments to Acquire Interest in Subsidiaries and Affiliates Security Exchange Name Security Exchange Name Foreign currency translation gains (losses), before tax Cumulative Translation Adjustment for Net Investment Hedge, Before Tax Cumulative translation adjustment in other comprehensive income reflecting gains or losses on foreign currency derivatives those are designated as, and are effective as, hedges of a net investment in a foreign entity, before tax effect. The Malone Group The Malone Group [Member] The Malone Group [Member] Proceeds from issuance of long-term debt, net of issuance costs Proceeds from Issuance of Long-term Debt Selling and marketing Selling and Marketing Expense [Member] Total current liabilities Liabilities, Current Accounts Receivable Accounts Receivable [Policy Text Block] 3.6% senior notes due 2023 Three Point Six Percent Senior Notes Due Two Thousand Twenty Three [Member] Three Point Six Percent Senior Notes Due Two Thousand Twenty Three [Member] Performance stock units ("PSUs") Performance Shares [Member] Prepaid expenses and other current assets Prepaid Expense and Other Assets, Current Beginning balance (in dollars per share) Ending balance (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Variable Rate [Domain] Variable Rate [Domain] ASSETS Assets [Abstract] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Investment, Name [Axis] Investment, Name [Axis] Accounting Policies [Abstract] Accounting Policies [Abstract] Income Taxes [Table] Income Taxes [Table] Income Taxes [Table] Cash paid for amounts included in the measurement of lease liabilities Operating Lease, Payments Retail Retail Segment [Member] Retail Segment Currency translation adjustments, net of taxes Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax Two aircraft Airplane Two [Member] Airplane Two [Member] Weighted average life of acquired intangible assets Acquired Finite-lived Intangible Assets, Weighted Average Useful Life 2021 Lessee, Operating Lease, Liability, to be Paid, Year One Stock repurchases (in shares) Number of shares repurchased (in shares) Treasury Stock, Shares, Acquired Class B Common Stock Class B common stock Common Class B [Member] Beginning balance (in shares) Ending balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 2024 Lessee, Operating Lease, Liability, to be Paid, Year Four Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Unrecognized stock-based compensation expense Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount New Accounting Pronouncements or Change in Accounting Principle [Line Items] New Accounting Pronouncements or Change in Accounting Principle [Line Items] Other Deferred Revenue Other Deferred Revenue [Member] Other Deferred Revenue [Member] State Current State and Local Tax Expense (Benefit) Shares, outstanding Shares, Outstanding Amortization and impairment of intangible assets Amortization And Impairment Of Intangible Assets (Excluding Goodwill) Amortization And Impairment Of Intangible Assets (Excluding Goodwill) Series A Preferred Stock: $.001 par value, Authorized shares: 100,000; Shares issued and outstanding: 1,200 and 0 Preferred stock Preferred Stock, Value, Issued October 19, 2018 Declaration Date Nine [Member] Declaration Date Nine [Member] Buildings Building [Member] Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Other long-term liabilities Other Liabilities, Noncurrent Deferred income taxes Deferred Income Tax Assets, Net Other comprehensive income (loss), net of tax Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] Cancelled (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Net gains (losses) from foreign currency forward contracts Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Measurement Frequency [Domain] Measurement Frequency [Domain] Dividends Payable [Line Items] Dividends Payable [Line Items] More than 5  years Commitments And Obligations, Due After Fifth Year Commitments And Obligations More Than Five Years Board of Directors Chairman Board of Directors Chairman [Member] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] Treasury stock activity related to vesting of equity instruments Treasury Stock Activity Related To Vesting Of Equity Instruments Treasury stock activity related to vesting of equity instruments Statement [Line Items] Statement [Line Items] Other Other Non Operating Income Expense Other Net Other Non Operating Income Expense Other Net Class of Stock [Domain] Class of Stock [Domain] Computer Equipment Computer equipment Computer Equipment [Member] Treasury stock activity related to vesting of equity instruments (in shares) Treasury Stock Activity Related To Vesting Of Equity Instruments Shares Treasury stock activity related to vesting of equity instruments, shares Measurement Input Type [Domain] Measurement Input Type [Domain] Statement [Table] Statement [Table] Type of Restructuring [Domain] Type of Restructuring [Domain] Statistical Measurement [Axis] Statistical Measurement [Axis] B2B Business To Business [Member] Business To Business [Member] Revolving credit facility repayments Revolving credit facility repayments Repayments of Long-term Lines of Credit Class of warrant or right, exercise price of warrants or rights Class of Warrant or Right, Exercise Price of Warrants or Rights Nonrecurring basis Nonrecurring Basis Fair Value, Nonrecurring [Member] Weighted Average Weighted Average [Member] Restricted cash included within long-term investments and other assets Restricted Cash and Cash Equivalents, Long-term Investments and Other Assets Restricted Cash and Cash Equivalents, Long-term Investments and Other Assets 3 to 5 years Commitments And Obligations, Due in Fourth and Fifth Year Commitments And Obligations Between Three to Five Years Entity Smaller Reporting Company Entity Small Business Consolidation Consolidation, Policy [Policy Text Block] Trivago trivago Trivago [Member] Trivago [Member] Sale of stock, number of shares issued in transaction (in shares) Sale of Stock, Number of Shares Issued in Transaction Debt Debt Disclosure [Text Block] Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] Amendment Flag Amendment Flag Bodybuilding.com Bodybuilding.com [Member] Bodybuilding.com [Member] Stock-Based Awards and Other Equity Instruments Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] Shares used in computing earnings (loss) per share (000's): Weighted Average Number of Shares Outstanding, Diluted [Abstract] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Uncertain tax positions, interest and penalties Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Common stock reserved for new stock-based awards, shares Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Traveloka Holding Limited Traveloka Holding Limited [Member] Traveloka Holding Limited [Member] Interest and penalties Unrecognized Tax Benefits Income Tax Penalties And Interest Expense (Benefit) Unrecognized Tax Benefits Income Tax Penalties And Interest Expense (Benefit) Proceeds from issuance of private placement Proceeds from Issuance of Private Placement New York Stock Exchange NEW YORK STOCK EXCHANGE, INC. [Member] Restructuring and Related Reorganization Charges Restructuring and Related Activities Disclosure [Text Block] Target level performance share units granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants For Target Level Achieved Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants For Target Level Achieved Measurement Frequency [Axis] Measurement Frequency [Axis] Fair Value, Option, Eligible Item or Group [Domain] Financial Instruments [Domain] Debt instrument, redemption, period three Debt Instrument, Redemption, Period Three Debt Instrument, Redemption, Period Three [Member] Letters of Credit Standby Letters of Credit [Member] Derivative Instruments Derivatives, Policy [Policy Text Block] Contract with Customer, Sales Channel [Domain] Contract with Customer, Sales Channel [Domain] July 24, 2019 Declaration Date Four [Member] Declaration Date Four [Member] Dividends [Domain] Dividends [Domain] February 6, 2019 Declaration Date Two [Member] February 5, 2014 Deferred tax assets: Deferred Tax Assets, Net of Valuation Allowance [Abstract] Lessor, operating lease, renewal term Lessee, Operating Lease, Renewal Term Second Amended And Restated Governance Agreement Second Amended And Restated Governance Agreement [Member] Second Amended And Restated Governance Agreement [Member] Contingent Liabilities Commitments and Contingencies, Policy [Policy Text Block] Weighted Average Grant-Date Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] 1 to 3 years Commitments And Obligations, Due in Second and Third Year Commitments and obligations between one to three years Deferred merchant bookings liability, current Deferred Merchant Bookings Liability, Current Deferred Merchant Bookings Liability, Current Property, Plant and Equipment, Type [Axis] Long-Lived Tangible Asset [Axis] B2B Business To Business Member [Member] Business To Business Member Summary of Restricted Stock Units Activity Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] Balance at Beginning of Period Balance of End of Period SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount Schedule of Revenue by Services Revenue from External Customers by Products and Services [Table Text Block] Accounts receivable, allowance Accounts Receivable, Allowance for Credit Loss, Current Issuance of common stock in connection with acquisitions Stock Issued During Period, Value, Acquisitions Income Statement Location [Domain] Income Statement Location [Domain] U.S. federal research and development credit Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount 2022 Lessee, Operating Lease, Liability, to be Paid, Year Two State State and Local Jurisdiction [Member] Total Commitments And Obligations Total commitments and obligations Other Other Services [Member] Other Services [Member] Schedule of Cash Flow Information for Operating Leases Lease, Cost [Table Text Block] Advertising and media Advertising and Media Customers [Member] Advertising and Media Customers [Member] Exchange [Domain] Exchange [Domain] 2023 Lessee, Operating Lease, Liability, to be Paid, Year Three Plan Name [Axis] Plan Name [Axis] Cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Stock Conversion Description [Axis] Stock Conversion Description [Axis] TOTAL ASSETS Assets Related Party Transactions Related Party Transactions Disclosure [Text Block] Impairment of indefinite-lived intangible assets Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) Beginning balance (in shares) Ending balance (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Contract with Customer, Basis of Pricing [Axis] Contract with Customer, Basis of Pricing [Axis] Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets Intangible Assets, Finite-Lived, Policy [Policy Text Block] Cost of revenue Cost of Sales [Member] Certain Risks and Concentrations Concentration Risk, Credit Risk, Policy [Policy Text Block] Acquisitions, Other Investments and Divestitures Mergers, Acquisitions and Dispositions Disclosures [Text Block] Authorized share repurchase (in shares) Stock Repurchase Program, Number of Shares Authorized to be Repurchased Excess tax benefits related to stock-based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount Marketing Promotions Marketing Promotions Policy [Policy Text Block] Marketing Promotions Policy [Policy Text Block] Business acquisition, cash acquired Business combination, recognized identifiable assets acquired and liabilities assumed, cash Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Schedule of Commitments and Obligations Contractual Obligation, Fiscal Year Maturity [Table Text Block] Other Other Intangible Assets [Member] 2.5% (€650 million) Senior Notes Due 2022 2.5% (€650 million) senior notes due 2022 Two Point Five Percent Senior Notes Due On Two Zero Two Two [Member] Two Point Five Percent Senior Notes Due On Two Zero Two Two [Member] Asset Acquisition [Line Items] Asset Acquisition [Line Items] [Line Items] for Asset Acquisition [Table] Held-for-sale assets, prepaid expenses and other current assets Disposal Group, Including Discontinued Operation, Prepaid and Other Assets, Current Expected volatility Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Less: imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Remaining Contractual Life (In years), Vested and expected to vest after December 31, 2019 Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Interest and penalties Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Level 1 Fair Value, Inputs, Level 1 [Member] Intersegment revenue Intersegment Revenue Amount of revenue from transactions with other operating segments of the same entity. RSUs Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Increase (decrease) in NOL valuation allowance Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Additional paid-in capital Additional Paid-in Capital Additional Paid-in Capital [Member] Less: Preferred stock dividend Preferred Stock Dividends and Other Adjustments Components of Other Income (Expense) Schedule of Other Nonoperating Income (Expense) [Table Text Block] Liberty Expedia Holdings transaction Stock Issued And Repurchased During Period, Value Stock Issued And Repurchased During Period, Value Income Taxes [Line Items] Income Taxes [Line Items] Income Taxes [Line Items] Beginning Balance, shares issued (in shares) Ending Balance, shares issued (in shares) Shares, Issued Fair Value Recognition, Measurement and Disclosure Fair Value of Financial Instruments, Policy [Policy Text Block] Purchase of remaining interest in Air Asia Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests Common stock, shares, outstanding (in shares) Common Stock, Shares, Outstanding Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] Number of lawsuits filed by cities, counties and states involving hotel occupancy taxes Loss Contingency Number Of Lawsuits This element represents the number of lawsuits in which the reporting entity was involved. Revolving Credit Facility Revolving Credit Facility [Member] Schedule of Goodwill [Table] Schedule of Goodwill [Table] Income (loss) before income taxes Income (loss) before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Employer matching contribution per each dollar a participant contributes Defined Contribution Plan, Employer Matching Contribution, Per Each Dollar A Participant Contributes Defined Contribution Plan, Employer Matching Contribution, Per Each Dollar A Participant Contributes City of San Francisco Travel Companies [Member] Travel Companies [Member] Beginning balance (in dollars per share) Ending balance (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Acquisitions, net of cash and restricted cash acquired Payments to Acquire Businesses, Net of Cash Acquired Common stock, shares authorized (in shares) Common stock, shares authorized (in shares) Common Stock, Shares Authorized Cash received from stock-based award exercises Proceeds from Stock Options Exercised Total property and equipment, gross Property, Plant and Equipment, Gross U.S. federal Deferred Federal Income Tax Expense (Benefit) Operating Segment Information Schedule of Segment Reporting Information, by Segment [Table Text Block] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] Realized (gain) loss on revenue hedges Realized Gain Loss On Revenue Hedges Realized (gain) loss on revenue hedges. Income Statement [Abstract] Income Statement [Abstract] Accumulated other comprehensive income (loss) AOCI Attributable to Parent [Member] 3.25% senior dues due 2030 Three Point Twenty Five Percent Senior Notes Due Two Thousand Thirty [Member] Three Point Twenty Five Percent Senior Notes Due Two Thousand Thirty [Member] Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Accounting Estimates Use of Estimates, Policy [Policy Text Block] Occupancy and other tax assessment refund received Occupancy and Other Tax Assessment Refund Received Occupancy and Other Tax Assessment Refund Received Deferral of capital losses Effective Income Tax Rate Reconciliation, Disposition of Business, Amount Income Tax Authority [Domain] Income Tax Authority [Domain] Number of business combinations Number Of Business Combinations Number Of Business Combinations Restructuring Reserve [Roll Forward] Restructuring Reserve [Roll Forward] Counterparty Name [Domain] Counterparty Name [Domain] Capital expenditures, including internal-use software and website development Payments to Acquire Property, Plant, and Equipment Consolidation Items [Domain] Consolidation Items [Domain] Goodwill and Intangible Assets, Net Goodwill and Intangible Assets Disclosure [Text Block] Debt instrument, covenant, leverage ratio, maximum Debt Instrument, Covenant, Leverage Ratio, Maximum Debt Instrument, Covenant, Leverage Ratio, Maximum Property, Plant and Equipment [Abstract] Property, Plant and Equipment [Abstract] Reserve for legal contingencies Loss Contingency Accrual Shares of our common stock reserved for issuance Common Stock, Capital Shares Reserved for Future Issuance Intangible assets, indefinite-lived (excluding goodwill), measurement input Intangible Assets, Indefinite-lived (Excluding Goodwill), Measurement Input Intangible Assets, Indefinite-lived (Excluding Goodwill), Measurement Input Accumulated goodwill impairment loss Goodwill, Impaired, Accumulated Impairment Loss Held-for-sale assets, accounts receivable Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net trivago stock-based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Acquisition, Share-based Compensation Cost, Amount Effective Income Tax Rate Reconciliation, Nondeductible Expense, Acquisition, Share-based Compensation Cost, Amount 5.95% senior notes due 2020 Five Point Nine Five Percent Senior Notes Due On Two Zero Two Zero [Member] Five Point Nine Five Percent Senior Notes Due On Two Zero Two Zero Accounts Payable Accounts Payable [Member] Entity [Domain] Entity [Domain] Additions Goodwill, Acquired During Period Quarterly Financial Information (Unaudited) Quarterly Financial Information [Text Block] Property and equipment, estimated useful lives Property, Plant and Equipment, Useful Life Shares authorized and remaining under the repurchase program (in shares) Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased Goodwill [Line Items] Goodwill [Line Items] Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Cost of revenue Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Related party costs Related Party Costs Occupancy and other tax assessment refund received, interest Occupancy and Other Tax Assessment Refund Received, Interest Occupancy and Other Tax Assessment Refund Received, Interest Restricted cash and cash equivalents Restricted Cash and Cash Equivalents Net deferred tax assets Deferred Tax Assets, Net Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table] Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table] Proceeds from exercise of equity awards and employee stock purchase plan Proceeds from Issuance or Sale of Equity Segment Reporting, Asset Reconciling Item [Line Items] Segment Reporting, Asset Reconciling Item [Line Items] Share-based Payment Arrangement [Abstract] Share-based Payment Arrangement [Abstract] Gross forward liability Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability, Gross Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability, Gross April 24, 2018 Declaration Date Seven [Member] Declaration Date Seven [Member] Land Land [Member] Current lease liabilities, included within Accrued expenses and other current liabilities Operating Lease, Liability, Current Cancelled (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] 5.0% senior notes due 2026 Five Point Zero Percent Senior Notes Due On Two Zero Two Six [Member] Five Point Zero Percent Senior Notes Due On Two Zero Two Six [Member] Domain names Domain Names [Member] Domain Names [Member] Technology and content Technology and Content Expense Technology and content expense includes product development and content expense, as well as information technology costs to support infrastructure, back-office applications and overall monitoring and security of networks, and is principally comprised of personnel and overhead, depreciation and amortization of technology assets including hardware, and purchased and internally developed software, and other costs including cloud expense, licensing and maintenance expense and stock-based compensation. Finite-lived intangible assets, remaining amortization period Finite-Lived Intangible Assets, Remaining Amortization Period Deferred merchant booking liability, decrease due to recognition during period Deferred Merchant Booking Liability, Decrease Due to Recognition During Period Deferred Merchant Booking Liability, Decrease Due to Recognition During Period Accounts payable, merchant Accounts Payable Merchant Consists primarily of amounts billed from suppliers subsequent to the customers use of services. Customer [Domain] Customer [Domain] Cumulative effect, period of adoption, adjustment Cumulative Effect, Period of Adoption, Adjustment [Member] Land Improvements Land Improvements [Member] Additional paid-in capital Additional Paid in Capital, Common Stock Entity Registrant Name Entity Registrant Name Business Acquisition [Line Items] Business Acquisition [Line Items] Weighted average discount rate Operating Lease, Weighted Average Discount Rate, Percent Foreign credit facility Foreign Credit Facility [Member] Foreign Credit Facility [Member] Proceeds from issuance of treasury stock Stock Issued During Period, Value, Treasury Stock Reissued Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Current income tax (benefit) expense: Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] Payment of dividends to common stockholders Payments of Ordinary Dividends, Common Stock Marketable equity securities Equity Securities [Member] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Disposal Group, Held-for-sale, Not Discontinued Operations Disposal Group, Held-for-sale, Not Discontinued Operations [Member] Preferred stock dividend Preferred Stock Dividends, Income Statement Impact Accrued liability as of January 1, 2020 Accrued liability as of December 31, 2020 Restructuring Reserve Schedule of Cash and Cash Equivalents Schedule of Cash and Cash Equivalents [Table Text Block] Mezzanine Equity: Temporary Equity [Abstract] Adjusted EBITDA Adjusted Earnings Before Income Tax Depreciation Amortization Adjusted earnings before income tax, depreciation, and amortization, which is the primary operating metric for which our CODM manages our business. Deferred merchant bookings Increase Decrease In Deferred Merchant Bookings Increase (decrease) in deferred merchant bookings, which consists of amounts received from travelers who have not yet traveled. Entity Address, Postal Zip Code Entity Address, Postal Zip Code Net deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Debt instrument, redemption, period two Debt Instrument, Redemption, Period Two Debt Instrument, Redemption, Period Two [Member] Common stock purchase price as percentage of fair market value Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent Restructuring Type [Axis] Restructuring Type [Axis] Goodwill Goodwill, Beginning Balance Goodwill, Ending Balance Goodwill Warrant Warrant [Member] May 1, 2019 Declaration Date Three [Member] Declaration Date Three [Member] Dividends declared per common share (in dollars per share) Common Stock, Dividends, Per Share, Declared Senior unsecured notes principal amount Debt Instrument, Face Amount Operating lease liabilities Deferred Tax Assets, Operating Lease Liabilities Deferred Tax Assets, Operating Lease Liabilities Changes in Goodwill by Reportable Segment Schedule of Goodwill [Table Text Block] Equity [Abstract] Equity [Abstract] Total assets Assets, Fair Value Disclosure Schedule of Goodwill and Intangible Assets Schedule of Intangible Assets and Goodwill [Table Text Block] Deferred revenue Contract with Customer, Liability, Current Granted (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Schedule of Adjustments Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] Entities [Table] Entities [Table] Estimated Future Amortization Expense Related to Intangible Assets Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Derivative Contract [Domain] Derivative Contract [Domain] Diluted (in shares) Diluted (in shares) Weighted Average Number of Shares Outstanding, Diluted Letter of Credit Letter of Credit [Member] New corporate aircraft New Airplane [Member] New Airplane [Member] Other Income and Expenses [Abstract] Other Income and Expenses [Abstract] Conversion of Stock, Name [Domain] Conversion of Stock, Name [Domain] Silver Lake Group, LLC Silver Lake Group, LLC [Member] Silver Lake Group, LLC [Member] Unsecured senior notes Unsecured Senior Notes [Member] Unsecured Senior Notes [Member] Cancelled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Debt Disclosure [Abstract] Debt Disclosure [Abstract] 1 to 3 years Guarantees, Due in Second and Third Year Guarantees, Due in Second and Third Year Selling and marketing Selling and Marketing Expense Provision for accrued expenses Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities Net cash provided by (used in) financing activities Net Cash Provided by (Used in) Financing Activities Common stock warrants, net of issuance costs Adjustments to Additional Paid in Capital, Warrant Issued More than 5  years Contractual Obligation, to be Paid, after Year Five Amended credit facility maturing on may 31, 2023 Amended Credit Facility Maturing on May 31, 2023 [Member] Amended Credit Facility Maturing on May 31, 2023 [Member] Payment of preferred stock dividends Payments of Ordinary Dividends, Preferred Stock and Preference Stock Unrecognized tax benefits Beginning balance Ending balance Unrecognized Tax Benefits Counterparty Name [Axis] Counterparty Name [Axis] Common stock Common Stock, Value, Issued Total number of directors elected by holders of common stock, voting as single class, percentage Number Of Directors Elected By Holders Of Common Stock Voting As Single Class Percentage Total Number Of Directors Elected By Holders Of Common Stock, Voting As Single Class, Percentage Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Document Fiscal Year Focus Document Fiscal Year Focus 2022 Finite-Lived Intangible Asset, Expected Amortization, Year Two Payment of dividends to stockholders Payments of Ordinary Dividends SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] Cost upward method investments Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Annual Amount Current maturities of long-term debt Current maturities of long-term debt Long-term Debt, Current Maturities Settlements during current year Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Entity Current Reporting Status Entity Current Reporting Status Restructuring and related cost, expected cost Restructuring and Related Cost, Expected Cost Amortization of capitalized software development costs Capitalized Computer Software, Amortization Goodwill and intangible assets Intangible Assets, Net (Including Goodwill) Earnings Per Share Earnings Per Share, Policy [Policy Text Block] Comprehensive income (loss) Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Vesting percentage Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Common stock, shares, issued (in shares) Common Stock, Shares, Issued Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Eurodollar Eurodollar [Member] Liberty Expedia Holdings, LEMS I LLC Liberty Expedia Holdings, LEMS I LLC [Member] Liberty Expedia Holdings, LEMS I LLC [Member] Total operating lease liabilities Total operating lease liabilities Operating Lease, Liability Long-term debt, excluding current maturities Long-term Debt, Excluding Current Maturities Segment Reporting [Abstract] Segment Reporting [Abstract] Contract with Customer, Basis of Pricing [Domain] Contract with Customer, Basis of Pricing [Domain] Litigation Relating to Occupancy Tax Litigation Relating to Occupancy Tax [Member] Litigation Relating to Occupancy Tax [Member] Percentage of principal amount redeemed Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed Debt Instrument [Line Items] Debt Instrument [Line Items] Total Expedia Group, Inc. stockholders’ equity Stockholders' Equity Attributable to Parent Foreign tax rate differential Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount Entity Address, City or Town Entity Address, City or Town Reconciliation of Assets from Segment to Consolidated [Table] Reconciliation of Assets from Segment to Consolidated [Table] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] RSUs Restricted Stock Units (RSUs) [Member] Eligible employees contribution of base compensation Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate 2025 Lessee, Operating Lease, Liability, to be Paid, Year Five Eligible Item or Group for Fair Value Option [Axis] Financial Instrument [Axis] The Nasdaq Global Select Market NASDAQ/NGS (GLOBAL SELECT MARKET) [Member] Aircraft Flight Equipment [Member] Deferred Loyalty Rewards Deferred Loyalty Rewards [Member] Deferred Loyalty Rewards [Member] Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets [Axis] Occupancy and Other Taxes Occupancy Tax Policy [Policy Text Block] Occupancy Tax Policy [Policy Text Block] Valuation allowance Less valuation allowance Deferred Tax Assets, Valuation Allowance Disposal group, including discontinued operation, assets Disposal Group, Including Discontinued Operation, Assets 2023 Finite-Lived Intangible Asset, Expected Amortization, Year Three Revenue Recognition Revenue from Contract with Customer [Policy Text Block] 4.625% senior notes due 2027 Four Point Six Two Five Percent Senior Notes Due Two Thousand Twenty Seven [Member] Four Point Six Two Five Percent Senior Notes Due Two Thousand Twenty Seven [Member] Investment, Name [Domain] Investment, Name [Domain] Other comprehensive income (loss), net of tax Other Comprehensive Income (Loss), Net of Tax Leases [Abstract] Leases [Abstract] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Total current assets Assets, Current Provision for credit losses and other, net Accounts Receivable, Credit Loss Expense (Reversal) And Other Noncash (Income) Expense Accounts Receivable, Credit Loss Expense (Reversal) And Other Noncash (Income) Expense Less: Comprehensive income (loss) attributable to non-controlling interests Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest Net operating loss carryforwards Operating Loss Carryforwards Deferred Merchant Bookings Deferred Merchant Bookings [Member] Deferred Merchant Bookings [Member] Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders: Earnings Per Share [Abstract] Restructuring and related reorganization changes Charges Restructuring and related reorganization charges Restructuring Charges Components of Deferred Tax Assets and Deferred Tax Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Other dilutive securities (in shares) Incremental Common Shares Attributable to Other Dilutive Securities Incremental Common Shares Attributable to Other Dilutive Securities Dividends [Axis] Dividends [Axis] November 6, 2019 Declaration Date Five [Member] Declaration Date Five [Member] Senior notes issued price percentage Senior Notes Issued Price Percentage The senior notes were issued at a percentage of par (less than 100% of par results in a discount). Loss on sale of businesses, net Gain (Loss) on Disposition of Business Segment Reporting, Revenue Reconciling Item [Line Items] Segment Reporting, Revenue Reconciling Item [Line Items] 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Five Document Fiscal Period Focus Document Fiscal Period Focus Deferred loyalty rewards Deferred Tax Assets, Loyalty Program Deferred Tax Assets, Loyalty Program Software Development Capitalized software development Software Development [Member] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] Ownership Interest, In Shares Ownership Interest, In Shares Ownership Interest, In Shares Other changes in non-controlling interests Noncontrolling Interest, Period Increase (Decrease) Supplier relationships Supplier Relationships [Member] Supplier Relation Ships [Member] Long-term investments and other assets Investments and Other Noncurrent Assets Debt instrument redemption price percentage Debt Instrument, Redemption Price, Percentage Entity Filer Category Entity Filer Category Common Stock Common stock Common Stock [Member] Product and Service [Domain] Product and Service [Domain] Conversion Of stock, future exchange rights, maximum share amount Conversion Of Stock, Future Exchange Rights, Maximum Share Amount Conversion Of Stock, Future Exchange Rights, Maximum Share Amount Additional federal tax expense due to tax examination Income Tax Examination, Estimate of Possible Loss Cost downward method investments Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount 3 to 5 years Purchase Obligation, to be Paid, Year Four and Five Restatement [Domain] Revision of Prior Period [Domain] Senior notes, interest rate Debt, interest rate (percentage) Debt Instrument, Interest Rate, Stated Percentage Common Class A Common Class A [Member] Furniture and Other Equipment Furniture and other equipment Furniture and Other Equipment [Member] Furniture and Other Equipment [Member] Asset Acquisition [Table] Asset Acquisition [Table] Asset Acquisition [Table] Exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Total other expense, net Other expense income (expense) Nonoperating Income (Expense) Loss Contingency, Nature [Domain] Loss Contingency, Nature [Domain] Payment of preferred dividends (declared at $62.47 per share) Preferred stock dividends Dividends, Preferred Stock Other reserves Other Reserves [Member] Other Reserves [Member] Stock Options Share-based Payment Arrangement, Option [Member] Costs and expenses: Costs and Expenses [Abstract] Treasury stock (in shares) Treasury stock (in shares) Treasury Stock, Shares Employee Severance and Benefits Employee Severance [Member] State Deferred State and Local Income Tax Expense (Benefit) Ownership [Domain] Ownership [Domain] U.S. Income (Loss) from Continuing Operations before Income Taxes, Domestic Class of warrant or right, expiration period Class Of Warrant Or Right, Expiration Period Class Of Warrant Or Right, Expiration Period Cash paid for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Indefinitely carried forward net operating loss carryforwards Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration Letters of credit Long-term Debt, Fiscal Year Maturity [Abstract] Investments without readily determinable fair values Equity Securities without Readily Determinable Fair Value, Amount Total stockholders’ equity Beginning Balance Ending Balance Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Organization and Basis of Presentation Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] 2021 Finite-Lived Intangible Asset, Expected Amortization, Year One Class of Stock [Axis] Class of Stock [Axis] Income tax payments, net Income Taxes Paid, Net Other comprehensive income (loss), net of taxes Other Comprehensive Income Loss Net Of Tax Excluding Portion Attributable To Noncontrolling Interest Other comprehensive income (loss) net of tax excluding portion attributable to non controlling interest, redeemable. Impairment of intangible assets Impairment of intangible assets Impairment of Intangible Assets (Excluding Goodwill) Employer contributions for benefit plans Defined Contribution Plan, Employer Discretionary Contribution Amount Accounting Standards Update and Change in Accounting Principle [Table] Accounting Standards Update and Change in Accounting Principle [Table] Accrued expenses and other current liabilities Accrued Liabilities, Current Diluted (in dollars per share) Earnings Per Share, Diluted Net operating loss carryforwards subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration Seasonality Seasonality Policy [Policy Text Block] Seasonality Policy [Policy Text Block] Deferred Tax Liabilities, Net [Abstract] Deferred Tax Liabilities, Net [Abstract] Guarantees Guarantees [Abstract] Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Noncontrolling Interest [Line Items] Noncontrolling Interest [Line Items] Summary of Changes in Valuation and Qualifying Accounts Valuation And Qualifying Accounts [Table Text Block] Valuation And Qualifying Accounts [Table Text Block] Recoverability of Goodwill and Indefinite-Lived Intangible Assets Goodwill and Intangible Assets, Policy [Policy Text Block] Long Term Debt Outstanding Schedule of Long-term Debt Instruments [Table Text Block] Depreciation of property and equipment, including internal-use software and website development Depreciation Depreciation Entity Address, Address Line One Entity Address, Address Line One Entity Emerging Growth Company Entity Emerging Growth Company 1 to 3 years Purchase Obligation, to be Paid, Year Two and Three Return to provision true-ups Effective Income Tax Rate Reconciliation, Return to Provision, Amount Effective Income Tax Rate Reconciliation, Return to Provision, Amount Intangible assets with indefinite lives Indefinite-lived Intangible Assets (Excluding Goodwill) Realized (gain) loss on foreign currency forwards Gain (Loss) on Sale of Derivatives Deferred income taxes Deferred income tax (benefit) expense Deferred Income Tax Expense (Benefit) Finite-lived intangible assets, fair value disclosure Finite-lived Intangible Assets, Fair Value Disclosure Expedia, Inc Expedia, Inc [Member] Expedia, Inc [Member] Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Maximum Maximum [Member] Preferred stock, shares authorized (in shares) Preferred Stock, Shares Authorized Non-redeemable non-controlling interest Noncontrolling Interest [Member] All other countries All Other Countries [Member] Balances and or activity atributable to all countries other than the United States. Stock-based compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost (Gain) loss on minority equity investments, net Gain (loss) on investments Gains (losses) on minority equity investments, net Gain (Loss) on Investments Fair Value Measurements Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] Payment of dividends to stockholders Dividends, Common Stock, Cash Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Accounts payable, other, accrued expenses and other liabilities Increase (Decrease) in Other Accounts Payable and Accrued Liabilities Asset Acquisition [Abstract] Asset Acquisition [Abstract] Asset Acquisition [Abstract] Trading Symbol Trading Symbol Weighted average number of shares outstanding (000's): Weighted Average Number of Shares Outstanding Reconciliation [Abstract] Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Disposal Group Classification [Domain] Disposal Group Classification [Domain] Preferred stock, liquidation preference, percent Preferred Stock, Liquidation Preference, Percent Preferred Stock, Liquidation Preference, Percent Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Entity Shell Company Entity Shell Company Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Stock issued during period, period increase (decrease) Stock Issued During Period, Shares, Period Increase (Decrease) Recurring basis Fair Value, Recurring [Member] Dismissal based in finding not subject to tax Dismissal Based On Finding Not Subject To Tax Dismissal findings. Foreign currency translation gains (losses), net of tax Cumulative Translation Adjustment for Net Investment Hedges, Net of Tax Cumulative Translation Adjustment for Net Investment Hedges, Net of Tax Other, net Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount Entity Public Float Entity Public Float Business Combinations Business Combinations Policy [Policy Text Block] Document Type Document Type ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Air Air [Member] Air [Member] Other, net Total Other Nonoperating Income (Expense) Equity interests held prior to acquisition Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage Treasury stock - Common and Class B Treasury Stock [Member] Segments [Axis] Segments [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] Vested (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Fair Value, Inputs, Level 3 Fair Value, Inputs, Level 3 [Member] Additional borrowing capacity Line of Credit Facility, Additional Borrowing Capacity Line of Credit Facility, Additional Borrowing Capacity Leases Lessee, Leases [Policy Text Block] Total Contractual Obligation Liberty Expedia Holdings Liberty Expedia Holdings [Member] Liberty Expedia Holdings [Member] Unrecognized tax benefits and related interest Effective Income Tax Rate Reconciliation, Tax Contingency, Amount Line of Credit Line of Credit [Member] Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Deferred income taxes Deferred Income Tax Liabilities, Net Air Asia AirAsia [Member] AirAsia [Member] Intangible assets, net Intangible Assets, Net (Excluding Goodwill) Global intangible low-taxed income Effective Income Tax Rate Reconciliation,Tax Cuts and Jobs Act of 2017, Global Intangible Low-Taxed Income, Amount Effective Income Tax Rate Reconciliation,Tax Cuts and Jobs Act of 2017, Global Intangible Low-Taxed Income, Amount Total cost of repurchases Treasury Stock, Value, Acquired, Cost Method, Net Of Transaction Costs Treasury Stock, Value, Acquired, Cost Method, Net Of Transaction Costs Redeemable Noncontrolling Interests Redeemable Noncontrolling Interest [Policy Text Block] Disclosure of accounting policy for redeemable noncontrolling interest. Operating loss Operating income (loss) Operating Income (Loss) Postemployment Benefits [Abstract] Postemployment Benefits [Abstract] More than 5  years Purchase Obligation, to be Paid, after Year Five Variable Rate [Axis] Variable Rate [Axis] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Commitments and contingencies Commitments and Contingencies Percentage of employees contributions maximum Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent Withholding taxes for stock options Share-based Payment Arrangement, Decrease for Tax Withholding Obligation Share-based Payment Arrangement, Tranche Two Share-based Payment Arrangement, Tranche Two [Member] Purchases of treasury stock Payments for Repurchase of Common Stock Vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 2026 and thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Entity Address, State or Province Entity Address, State or Province Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period 4.5% senior notes due 2024 Four Point Five Percent Senior Notes Due On Two Zero Two Four [Member] Four Point Five Percent Senior Notes Due On Two Zero Two Four [Member] AAE Travel Pte. Ltd. AAE Travel Pte. Ltd. [Member] AAE Travel Pte. Ltd. [Member] Income tax (benefit) expense at the U.S. federal statutory rate of 21% Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Foreign exchange translation and other Goodwill, Foreign Currency Translation Gain (Loss) Retained earnings (deficit) Retained Earnings (Accumulated Deficit) Non-redeemable non-controlling interests Nonredeemable Noncontrolling Interest Operating lease right-of-use assets Operating lease right-of-use assets Operating Lease, Right-of-Use Asset Foreign currency forward contracts Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value Employee stock ownership plan, average purchase price of shares purchased Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased Stockholders’ equity: Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] Customer [Axis] Customer [Axis] Income Taxes Income Tax, Policy [Policy Text Block] Operating lease costs Lease, Cost Proceeds from exercise of equity instruments and employee stock purchase plans (in shares) Equity Instruments And Employee Stock Purchase Plan, Shares, Exercises In Period Equity Instruments And Employee Stock Purchase Plan, Shares, Exercises In Period Exercisable as of December 31, 2019 (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Other, net Payments for (Proceeds from) Other Investing Activities Stock-based compensation expense APIC, Share-based Payment Arrangement, Increase for Cost Recognition Sales Channel, Through Intermediary Sales Channel, Through Intermediary [Member] Cancelled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Projects in progress Construction in Progress, Gross Revenue Revenue from Contract with Customer, Excluding Assessed Tax Advertising expense Advertising Expense Stock price, as of year end (in dollars per share) Share Price Short-term and Long-term Investments Investment, Policy [Policy Text Block] Comprehensive income (loss) attributable to Expedia Group, Inc. common stockholders Comprehensive Income (Loss), Net of Tax, Attributable To Common Stockholders' Comprehensive Income (Loss), Net of Tax, Attributable To Common Stockholders' Business Acquisition [Axis] Business Acquisition [Axis] Geographical [Domain] Geographical [Domain] Issuance of common stock in connection with acquisitions (in shares) Stock Issued During Period, Shares, Acquisitions Foreign Deferred Foreign Income Tax Expense (Benefit) Entity Voluntary Filers Entity Voluntary Filers July 23, 2018 Declaration Date Eight [Member] Declaration Date Eight [Member] 2026 and thereafter Finite-Lived Intangible Asset, Expected Amortization, after Year Five Number of lawsuits currently active Loss Contingency Number Of Lawsuits Currently Active This element represents the number of lawsuits in which the reporting entity was involved and which are currently active. Credit Facility [Axis] Credit Facility [Axis] Fair value of senior notes Debt Instrument, Fair Value Disclosure Preferred stock, shares issued (in shares) Preferred Stock, Shares Issued Foreign Foreign Tax Authority [Member] Business Combinations [Abstract] Business Combinations [Abstract] Restructuring and Related Activities [Abstract] Restructuring and Related Activities [Abstract] Operating losses of acquiree since acquisition date Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual Remaining Contractual Life (In years), Exercisable as of December 31, 2019 Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Upon the occurrence of certain change of control triggering events Debt Instrument, Redemption, Period One Debt Instrument, Redemption, Period One [Member] Basic and Diluted Earnings (Loss) Per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Customer loyalty program, period of recognition Customer Loyalty Program, Period of Recognition Customer Loyalty Program, Period of Recognition Schedule of Purchase Price Allocation Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] Share Repurchases Class of Treasury Stock [Table Text Block] Credit facility borrowings outstanding Long-term Line of Credit Fair Value Measurements Fair Value Measurement, Policy [Policy Text Block] Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Operating Activities Entity Central Index Key Entity Central Index Key Related Party [Domain] Related Party [Domain] Related Party Transaction [Line Items] Related Party Transaction [Line Items] Employee vesting period Defined Contribution Plan, Employers Matching Contribution, Vesting Period Defined Contribution Plan, Employers Matching Contribution, Vesting Period Derivative Instrument [Axis] Derivative Instrument [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Components of Intangible Assets with Definite Lives Schedule of Finite-Lived Intangible Assets [Table Text Block] Payment of Liberty Expedia Exchangeable Debentures Repayment Of Exchangeable Debentures Repayment Of Exchangeable Debentures Held-for-sale liabilities Disposal Group, Including Discontinued Operation, Liabilities Senior notes Senior Notes [Member] 6.25% senior notes due 2025 Six Point Twenty Five Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member] Six Point Twenty Five Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member] Income taxes receivable Income Taxes Receivable, Current Geographical [Axis] Geographical [Axis] Change in valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount Operating lease ROU assets Deferred Tax Liabilities, Operating Lease Assets Deferred Tax Liabilities, Operating Lease Assets Charges to Other Accounts SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Other Account Segments [Domain] Segments [Domain] Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] 3 to 5 years Guarantees, Due in Fourth and Fifth year Guarantees, Due in Fourth and Fifth year 3 to 5 years Contractual Obligation, to be Paid, Year Four and Five Income Statement Location [Axis] Income Statement Location [Axis] Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Average price per share (in dollars per share) Treasury Stock Acquired, Average Cost Per Share Non-deductible goodwill impairment Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount Dividends Payable [Table] Dividends Payable [Table] U.S. federal Current Federal Tax Expense (Benefit) Notional amount of foreign currency derivatives Derivative, Notional Amount Amortization of intangible assets Amortization of intangible assets Amortization of Intangible Assets Schedule of Revenue by Geographic Area Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] Segment Information Segment Reporting Disclosure [Text Block] Liberty Expedia Holdings transaction, shares issued Stock Issued During Period, Value, New Issues Title of 12(b) Security Title of 12(b) Security Disposal Group Classification [Axis] Disposal Group Classification [Axis] Equity securities, other-than-temporary impairments, gain (loss) Equity Securities, FV-NI, Gain (Loss) Intangible assets with definite lives, net Net Finite-Lived Intangible Assets, Net Weighted-average estimated fair value of options granted during the year (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Accounts payable, merchant Increase Decrease In Accounts Payable Merchant Increase (decrease) in accounts payable, merchant, which primarily consists of amounts billed from suppliers subsequent to the customers use of services. Income taxes payable Accrued Income Taxes, Current Conversion of stock, shares issued Conversion of Stock, Shares Issued international subsidiary Foreign Subsidiary One [Member] Foreign Subsidiary One [Member] Vesting [Domain] Vesting [Domain] Less than 1  year Contractual Obligation, to be Paid, Year One Accrued interest related to senior notes Interest Payable As reported Previously Reported [Member] Interest expense Interest Expense Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Depreciation and amortization Depreciation, Depletion and Amortization Preferred stock, liquidation preference (in dollars per share) Preferred Stock, Liquidation Preference Per Share Components of Income Tax Expense Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Product and Service [Axis] Product and Service [Axis] Warrants purchased (in shares) Class of Warrant or Right, Shares, Purchases Class of Warrant or Right, Shares, Purchases Cash and cash equivalents Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents Unrecognized stock-based compensation expense expected recognition period Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Other Other Restructuring [Member] Contract with customer, liability, revenue recognized Contract with Customer, Liability, Revenue Recognized Net income (loss) attributable to Expedia Group, Inc. common stockholders Net income (loss) attributable to Expedia Group, Inc. common stockholders Net Income (Loss) Available to Common Stockholders, Basic Buildings and leasehold improvements Buildings and Leasehold Improvements [Member] Buildings and Leasehold Improvements [Member] Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Merchant Merchant Customers [Member] Merchant Customers [Member] Dividend per share (in dollars per share) Common Stock, Dividends, Per Share, Cash Paid Debt Instrument [Axis] Debt Instrument [Axis] Schedule Of Quarterly Financial Information Quarterly Financial Information [Table Text Block] Operating Segments Operating Segments [Member] Class of Stock [Line Items] Class of Stock [Line Items] Stock repurchased, value Share repurchase consideration Treasury Stock, Value, Acquired, Cost Method Adjustments to reconcile net income (loss) to net cash provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net Foreign Exchange Gain Loss On Cash Cash Equivalents And Short Term Investments Net Foreign Exchange Gain Loss On Cash Cash Equivalents And Short Term Investments Net Entity Information [Line Items] Entity Information [Line Items] State taxes Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount Loss Contingency Nature [Axis] Loss Contingency Nature [Axis] Federal Domestic Tax Authority [Member] Reclassifications Reclassification, Comparability Adjustment [Policy Text Block] Letters of credit issued under the credit facility Letters of Credit Outstanding, Amount Legal reserves, occupancy tax and other Legal reserves, occupancy tax and other Legal Reserves Occupancy Tax And Other Legal reserves, occupancy tax and other consists of changes in reserves for court decisions and the potential and final settlement of issues related to hotel occupancy taxes, expenses recognized related to monies paid in advance of occupancy and other tax proceedings as well as certain other legal reserves. Corporate & Eliminations Corporate And Eliminations [Member] Corporate And Eliminations [Member] 1 to 3 years Contractual Obligation, to be Paid, Year Two and Three Payment of long-term debt Repayments of Senior Debt Operating lease liabilities Long-term lease liabilities, included within Operating lease liabilities Operating Lease, Liability, Noncurrent 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Four Lease rental expense Operating Leases, Rent Expense Schedule of Property and Equipment by Geographic Area Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block] Intangible assets with definite lives Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangible assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles Current assets: Assets, Current [Abstract] Interest income Investment Income, Interest Investing activities: Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract] Purchase obligations Purchase Obligation, Fiscal Year Maturity [Abstract] Investments Investments, Fair Value Disclosure Liberty Expedia Holdings Transaction Asset Acquisition [Text Block] Asset Acquisition [Text Block] Dividend yield Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Preferred stock, par value (in dollars per share) Preferred Stock, Par or Stated Value Per Share Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations before Income Taxes Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Deductions SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction Legal Entity [Axis] Legal Entity [Axis] City Area Code City Area Code Income Tax Authority [Axis] Income Tax Authority [Axis] Document Period End Date Document Period End Date Summary Of Dividends Declared Dividends Declared [Table Text Block] Operating lease, liability, current, statement of financial position [Extensible List] Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Net income (loss) Net income (loss) Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Lessee, operating lease, term of contract Lessee, Operating Lease, Term of Contract Lessor, operating lease, option to terminate Lessor, Operating Lease, Option to Terminate1 Lessor, Operating Lease, Option to Terminate1 Quarterly Financial Information Disclosure [Abstract] Quarterly Financial Information Disclosure [Abstract] Accounts payable, other Accounts Payable, Other, Current Capitalized stock-based compensation expense Share-based Payment Arrangement, Amount Capitalized Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Amortization of stock-based compensation Stock-based compensation Share-based Payment Arrangement, Noncash Expense Travel Related Companies Travel Related Companies [Member] Travel Related Companies [Member] Number of lawsuits dismissed to date Loss Contingency, Claims Dismissed, Number Property and equipment Deferred Tax Assets, Property, Plant and Equipment Other, net Proceeds from (Payments for) Other Financing Activities Cover [Abstract] Cover [Abstract] Base rate Base Rate [Member] Measurement Input Type [Axis] Measurement Input Type [Axis] Percentage of company matches of employees contributions maximum Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay Domestic and Foreign Income (Loss) Before Income Taxes Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Contract with Customer, Sales Channel [Axis] Contract with Customer, Sales Channel [Axis] Total Long-term debt Long-term Debt Deferred revenue Increase (Decrease) in Contract with Customer, Liability Leases Lessee, Operating Leases [Text Block] More than 5  years Guarantees, Due After Fifth Year Guarantees, Due After Fifth Year Other Income (Expense) Other Income and Other Expense Disclosure [Text Block] February 13, 2020 Declaration Date One [Member] February 4, 2015 Customer relationships Customer Relationships [Member] Equity Components [Axis] Equity Components [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Total deferred tax assets Deferred Tax Assets, Gross Minimum Minimum [Member] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Net (income) loss attributable to non-controlling interests Net Income (Loss) Attributable to Noncontrolling Interest Exchangeable Debentures Exchangeable Debentures [Member] Exchangeable Debentures [Member] Entity Interactive Data Current Entity Interactive Data Current United States UNITED STATES Exercised (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Schedule of Restrictions on Cash and Cash Equivalents Restrictions on Cash and Cash Equivalents [Table Text Block] Capital Stock Stockholders' Equity Note Disclosure [Text Block] Total Purchase Obligation Summary of Stock Option Activity Share-based Payment Arrangement, Option, Activity [Table Text Block] Stock-Based Compensation Share-based Payment Arrangement [Policy Text Block] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Reconciliation of Revenue from Segments to Consolidated [Table] Reconciliation of Revenue from Segments to Consolidated [Table] Foreign Current Foreign Tax Expense (Benefit) Statement of Stockholders' Equity [Abstract] Statement of Stockholders' Equity [Abstract] Total deferred tax liabilities Deferred Tax Liabilities, Gross Advertising Expense Advertising Cost [Policy Text Block] Entity Listings, Exchange [Axis] Entity Listings, Exchange [Axis] Options to purchase common stock (in shares) Incremental Common Shares Attributable To Call Options Incremental Common Shares Attributable To Call Options Charges to Earnings SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense Held-for-sale liabilities, accrued expenses and other current liabilities Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities Additional interest if certain obligations are not satisfied Debt Instrument, Interest Rate, Additional Interest If Certain Obligations Are Not Satisfied Debt Instrument, Interest Rate, Additional Interest If Certain Obligations Are Not Satisfied Consolidation Items [Axis] Consolidation Items [Axis] Dilutive effect of: Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] Accrued Liabilities [Member] Accrued Liabilities [Member] Accounts receivable, net of allowance of $101 and $41 Accounts Receivable, after Allowance for Credit Loss, Current Impairment of goodwill Impairment charges Impairment of goodwill Goodwill, Impairment Loss Airplane ownership interest Airplane Ownership Interest Airplane Ownership Interest Ownership interest percentage Noncontrolling Interest, Ownership Percentage by Parent Total lease payments Lessee, Operating Lease, Liability, to be Paid Other Deferred Tax Assets, Other Other Adjustments to Additional Paid in Capital, Other Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period [Domain] Foreign Currency Translation and Transaction Gains and Losses Foreign Currency Transactions and Translations Policy [Policy Text Block] Tax payable/receivable, net Increase (Decrease) in Income Taxes Net operating loss and tax credit carryforwards Deferred Tax Assets Net Operating Loss And Tax Credit Carryforwards Deferred Tax Assets, Net Operating Loss And Tax Credit Carryforwards Payments Payments for Restructuring Document Transition Report Document Transition Report Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Axis] Title of Individual [Axis] Title of Individual [Axis] Eighth And Ninth Anniversaries Eighth And Ninth Anniversaries [Member] Eighth And Ninth Anniversaries Deferred income tax (benefit) expense: Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Other income (expense): Nonoperating Income (Expense) [Abstract] Restricted cash and cash equivalents Restricted Cash and Cash Equivalents, Current Level 2 Fair Value, Inputs, Level 2 [Member] Vesting [Axis] Vesting [Axis] General and administrative General and Administrative Expense [Member] The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation [Member] The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation [Member] Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Preferred stock, increase in dividend rate, percentage Preferred Stock, Increase In Dividend Rate, Percentage Preferred Stock, Increase In Dividend Rate, Percentage Vested and expected to vest after December 31, 2019 (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Credit Facility [Domain] Credit Facility [Domain] Basic (in dollars per share) Earnings Per Share, Basic Non-cash items Restructuring Reserve, Translation and Other Adjustment Unrecognized tax benefits that would impact effective tax rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate Expected life (in years) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Entity File Number Entity File Number Weighted average remaining lease term Operating Lease, Weighted Average Remaining Lease Term Operating activities: Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] Initial discount and issuance costs related to preferred stock Preferred Stock, Initial Discount And Issuance Costs Preferred Stock, Initial Discount And Issuance Costs Schedule of Supplemental Balance Sheet Information for Operating Leases Assets And Liabilities, Lessee [Table Text Block] Assets And Liabilities, Lessee [Table Text Block] Stock-based compensation Share-based Payment Arrangement, Expense Balance Sheet Location [Axis] Balance Sheet Location [Axis] Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Impairment of definite-lived intangible assets Impairment of Intangible Assets, Finite-lived Document Annual Report Document Annual Report Aggregate intrinsic value, Exercisable as of December 31, 2019 Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Stock-based compensation tax benefit Share-based Payment Arrangement, Expense, Tax Benefit Employee Benefit Plans Compensation and Employee Benefit Plans, Other than Share-based Compensation [Text Block] Income Tax Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits Summary of Income Tax Contingencies [Table Text Block] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Fair value of the assets and liabilities acquired in the business combination Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Granted (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Unrecognized deferred tax liability related to the U.S. federal income tax consequences of undistributed earnings of foreign subsidiaries Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries Foreign currency forward contracts Foreign Exchange Forward [Member] Debt Issuance Costs Debt, Policy [Policy Text Block] Despegar.com Corp. Despegar.com Corp. [Member] Despegar.com Corp. [Member] Capitalized software development costs, net of accumulated amortization Capitalized Computer Software, Net Accounts receivable Increase (Decrease) in Accounts Receivable Agreement And Plan Of Merger Agreement And Plan Of Merger [Member] Agreement And Plan Of Merger Statement of Comprehensive Income [Abstract] Statement of Comprehensive Income [Abstract] Closing fees, paid Closing Fees Paid Closing Fees Paid TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities and Equity Loss Contingencies [Line Items] Loss Contingencies [Line Items] Accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss), Net of Tax Income Taxes Income Tax Disclosure [Text Block] Reductions due to lapsed statute of limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Term deposits Bank Time Deposits [Member] Total Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net General and administrative General and Administrative Expense Deferred tax liabilities: Deferred Tax Liabilities, Gross [Abstract] Undistributed earnings of foreign subsidiaries Undistributed Earnings of Foreign Subsidiaries Outstanding stock awards excluded from calculation of diluted earnings per share Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Sales and maturities of investments Proceeds from Sale, Maturity and Collection of Investments Current income tax expense Current Income Tax Expense (Benefit) Agency Agency Customers [Member] Agency Customers [Member] Increases to tax positions related to prior years Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Increases to tax positions related to the current year Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Definite lived intangible assets, estimated useful life Finite-Lived Intangible Asset, Useful Life Equity Component [Domain] Equity Component [Domain] Proceeds from exercise of equity instruments and employee stock purchase plans Equity Instruments And Employee Stock Purchase Plan, Value, Exercises In Period Equity Instruments And Employee Stock Purchase Plan, Value, Exercises In Period Property and equipment, net Property and equipment, net Property, Plant and Equipment, Net Entity Tax Identification Number Entity Tax Identification Number Net income (loss) attributable to Expedia Group, Inc. Net income (loss) attributable to Expedia Group, Inc. Net Income (Loss) Attributable to Parent Changes in operating assets and liabilities, net of effects from acquisitions: Increase (Decrease) in Operating Capital [Abstract] Trade Names Trade Names [Member] Exchangeable Senior Debentures due 2047 Exchangeable Senior Debentures due 2047 [Member] Exchangeable Senior Debentures due 2047 [Member] Prepaid merchant bookings Prepaid Merchant Bookings Asset, Current Prepaid Merchant Bookings Asset, Current Current Fiscal Year End Date Current Fiscal Year End Date Total Guarantees Guarantees Uncommitted credit facility Uncommitted Credit Facility [Member] Uncommitted Credit Facility Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Options Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Employee Stock Purchase Plan Employee Stock Purchase Plan [Member] Employee Stock Purchase Plan [Member] Significant Accounting Policies [Line Items] Significant Accounting Policies [Line Items] Significant Accounting Policies [Line Items] February 7, 2018 Declaration Date Six [Member] Declaration Date Six [Member] Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures Supplemental cash flow information Supplemental Cash Flow Information [Abstract] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Number of voting rights to each shareholder, per share Number Of Voting Rights To Each Preferred Shareholder Number Of Voting Rights To Each Preferred Shareholder Employee stock purchase plan, shares purchased Stock Issued During Period, Shares, Employee Stock Purchase Plans Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Net income (loss) attributable to redeemable noncontrolling interest Net Income (Loss) Attributable to Redeemable Noncontrolling Interest Property, Plant and Equipment, Type [Domain] Long-Lived Tangible Asset [Domain] Allowance for expected credit losses SEC Schedule, 12-09, Allowance, Credit Loss [Member] Measurement Input, Projected Revenues And Royalty Rates Measurement Input, Projected Revenues And Royalty Rates [Member] Measurement Input, Projected Revenues And Royalty Rates Net income (loss) Net Income Excluding Portion Attributable To Redeemable Noncontrolling Interest Net Income Excluding Portion Attributable To Redeemable Noncontrolling Interest. Components of Property and Equipment, Net Property, Plant and Equipment [Table Text Block] Preferred stock, dividend rate, percentage Preferred Stock, Dividend Rate, Percentage Iac Iac [Member] IAC U.S. treasury securities US Treasury Securities [Member] Liberty Expedia Holdings transaction, shares issued (in shares) Stock Issued During Period, Shares, New Issues Cost Finite-Lived Intangible Assets, Gross Money market funds Money Market Funds [Member] Incremental allowance for expected uncollectible amounts Accounts Receivable, Credit Loss Expense (Reversal) Less: accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Increase in prior years taxable revenue due to tax examination Income Tax Examination, Increase (Decrease) in Prior Year Taxable Income Income Tax Examination, Increase (Decrease) in Prior Year Taxable Income Aggregate intrinsic value, Vested and expected to vest after December 31, 2019 Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value Related Party Transactions [Abstract] Related Party Transactions [Abstract] Schedule of Future Minimum Rental Payments for Operating Leases Lessee, Operating Lease, Liability, Maturity [Table Text Block] Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Lodging Lodging [Member] Lodging [Member] AP Fort Holdings, L.P. AP Fort Holdings, L.P. [Member] AP Fort Holdings, L.P. [Member] Basic (in shares) Weighted Average Number of Shares Outstanding, Basic Basis points added to LIBOR rate Debt Instrument, Basis Spread on Variable Rate Risk-free interest rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Ownership [Axis] Ownership [Axis] Acquisition of property and equipment, non-cash investing activity Construction in Progress Expenditures Incurred but Not yet Paid Less than 1  year Guarantees, Due in Next Twelve Months Guarantees, Due in Next Twelve Months Loss Contingencies [Table] Loss Contingencies [Table] Plan Name [Domain] Plan Name [Domain] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Net proceeds from issuance of preferred stock and warrants Proceeds from Issuance of Redeemable Preferred Stock Other (in shares) Stock Issued During Period, Shares, Other Significant Accounting Policies [Table] Significant Accounting Policies [Table] Significant Accounting Policies [Table] Right-of-use assets obtained in exchange for lease obligations Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Payment of preferred dividends (in dollars per share) Preferred Stock, Dividends Per Share, Declared Cash, Restricted Cash, and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Foreign exchange rate gains (losses), net Foreign Currency Transaction Gain (Loss), before Tax Provision for income taxes Income tax (benefit) expense Income Tax Expense (Benefit) Cash, cash equivalents and restricted cash and cash equivalents at beginning of year Cash, cash equivalents and restricted cash and cash equivalents at end of year Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Property and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Adjustment to the fair value of redeemable non-controlling interests Noncontrolling Interest, Change in Redemption Value Title of Individual [Domain] Title of Individual [Domain] Fifth, Sixth And Seventh Anniversaries Fifth, Sixth And Seventh Anniversaries [Member] Fifth, Sixth And Seventh Anniversaries Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-lived Intangible Assets, Major Class Name [Domain] Local Phone Number Local Phone Number Deferred merchant bookings Deferred Merchant Bookings Consists of amounts received from travelers who have not yet traveled. Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] Share-based Payment Arrangement, Tranche One Share-based Payment Arrangement, Tranche One [Member] Revenue of acquiree since acquisition date Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual Total intrinsic value of stock options exercised, value Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Decreases to tax positions related to prior years Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Prepaid expenses and other assets Increase (Decrease) in Other Operating Assets Valuation and Qualifying Accounts SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Credit facility Line of Credit Facility, Maximum Borrowing Capacity 3.8% senior notes due 2028 Three Point Eight Percent Senior Notes Due On Two Zero Two Eight [Member] Three Point Eight Percent Senior Notes Due On Two Zero Two Eight [Member] IRS Internal Revenue Service (IRS) [Member] Award Type [Axis] Award Type [Axis] Market value of shares vested in period Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value Less than 1  year Purchase Obligation, to be Paid, Year One Retained earnings (deficit) Retained Earnings [Member] Preferred stock outstanding (in shares) Preferred Stock, Shares Outstanding Less than 1  year Commitments And Obligations, Due in Next Twelve Months Commitments and obligations less than one year Significant Accounting Policies Significant Accounting Policies [Text Block] Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Purchases of investments Payments to Acquire Investments Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Remaining Contractual Life (In years), Balance as of December 31, 2019 Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Allowance for credit loss, other period increase (decrease) Accounts Receivable, Allowance For Credit Loss, Other Period Increase (Decrease) Accounts Receivable, Allowance For Credit Loss, Other Period Increase (Decrease) Technology and content Technology and Content Expense [Member] Technology and Content Expense [Member] Award Type [Domain] Award Type [Domain] Common stock, voting power percentage Common Stock, Voting Power Percentage Common Stock, Voting Power Percentage Exercisable as of December 31, 2019 (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Property and Equipment, Net Property, Plant and Equipment Disclosure [Text Block] Commitment fee on undrawn amounts Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Treasury stock — Common stock and Class B, at cost, Shares 130,767 and 126,893 Treasury Stock, Value Related party transaction, expected costs of transaction Related Party Transaction, Expected Cost Of Transaction Related Party Transaction, Expected Cost Of Transaction Earnings Per Share Earnings Per Share [Text Block] Redeemable non-controlling interests Redeemable Noncontrolling Interest, Equity, Carrying Amount Current liabilities: Liabilities, Current [Abstract] Financing activities: Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract] 7.0% senior notes due 2025 Seven Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member] Seven Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member] Vested and expected to vest after December 31, 2019 (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price Recently Adopted Accounting Policies and Recent Accounting Policies Not Yet Adopted New Accounting Pronouncements, Policy [Policy Text Block] Revolving credit facility borrowings Proceeds from Lines of Credit Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Short-term investments Short-term Investments EX-101.PRE 22 expe-20201231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 23 expe-20201231_g1.jpg begin 644 expe-20201231_g1.jpg M_]C_X 02D9)1@ ! 0$ D "0 #_X1#R17AI9@ 34T *@ @ ! $[ ( M - (2H=I 0 ! (6)R= $ : 0T.H< < @, /@ M &UL;G,Z9&,](FAT=' Z M+R]P=7)L+F]R9R]D8R]E;&5M96YT#IX;7!M971A/@T*(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" \/WAP86-K970@ M96YD/2=W)S\^_]L 0P '!04&!00'!@4&" <'" H1"PH)"0H5#Q ,$1@5&AD8 M%1@7&QXG(1L=)1T7&"(N(B4H*2LL*QH@+S,O*C(G*BLJ_]L 0P$'" @*"0H4 M"PL4*AP8'"HJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ M*BHJ*BHJ*BHJ*BHJ_\ $0@"%0.Q P$B (1 0,1 ?_$ !\ $% 0$! 0$! M ! @,$!08'" D*"__$ +40 (! P,"! ,%!00$ !?0$" P $ M$042(3%!!A-180'EZ@X2%AH>( MB8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(R;GZ.GJ\?+S]/7V]_CY^O_$ !\! ,! 0$! 0$! 0$ ! M @,$!08'" D*"__$ +41 (! @0$ P0'!00$ $"=P ! @,1! 4A,08205$' M87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6&AXB)BI*3E)66 MEYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN+CY.7F MY^CIZO+S]/7V]_CY^O_: P# 0 "$0,1 #\ ^D:*** "BBB@ HHHH **** " MBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ** M** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHH MH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ M HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** " MBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ** M** "BBB@!&)"$J-Q X&<9KP#X:>./&GC#XDFX?Q+INPQH;[P]/=:^*EC)XHTJS^T MZ;<6=S/XFBV1BZBAEG.%5%'SNK(A7^$1(6'*F@#?\;^*/'/A3QWIID\1Z8(] M5U1;;3?#T=H&6>VR%,DEPP4H_P P^4'&2,9&157XC_$>\T_XL2>'H?'Z>#[& MVL(F9VTE;[S;AV)PI_&7AGXF>*8-3\&ZC:VFH:1?:DMQ;>(6 MGBB-C;A@PC\E5#,XVXW=]QYQR+?C+P]XYCU[Q-;Z#X?TS7=,\3V4=J+N5H+: M6Q(C\LM*VT/.!G<,EB, #&,$ ?XA\0>+]4\7Z?X-\(>)K>TGMO#XU:[UG[%' M-]M;(0!4.556)#9&<;N.!@]C\,O%LWCCXQ*Y MQ[UP%QX#\7^!M6T;6/"&GP^)9X?#@T*Z@>Z2W*LI#+*I?@KD ;$IO _PYTK0+N5);FV1FG>,Y7>[LY ]@6QGVH ZNBJUUIMC?,K7ME;W+*,*9 MHE<@>V14'A\D^&M,).2;2+)/^X* -"BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH *SO#W_(LZ7_UYQ?^ M@"M&L[P]_P BSI?_ %YQ?^@"@#1HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L[P]_R+.E_]><7_H K M1K.\/?\ (LZ7_P!><7_H H T:*** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBLKQ!XHT/PK8F\\1:I;:?#V,T@!?V M5>K'V )H OW8N6L9Q8/%'=&-A"\R%D5\?*64$$C.,@$''<5Q3_$=+2?3;76D MM])O4O6@U>"Y?B",6MQ,)HWX#1LT(P^.FX$!@0,2\^)GB3Q+9SS> =!^PZ3# M&TDWB+Q #!;I&HRSI']YP!DYZ<I&+3CJ M-LI4*EM/.)&MSQ&C/"F(QA@I))#$! #W+PWJNIZVEQJ%W9"QTZ4K_9\,J,MP MZ&]:\;QZ#;VU]':W16.RU26+$%U*7D7:O?:3&0K?Q$.,#;SZ3*VV%V M,9DPI.Q0"6XZ#-?+W@OQ1#X;^(.G_P#"!:O<7.DZG/9Z>V@ZNBFZMHWGN0Z MJ25\HAG],3KNR<9 /9+WXS^&K'Q1+H\MMJKPP7@L+C5H[,M907!_Y9-)G(;/ M'3K[9-3>*_B[X?\ "&O/I5[:ZI>RV\:2WTMA:>='81L0%:8Y&T'.> 3CZC/G M/Q7\:Z-XBL!=:;>WEOX@\,ZVD$/AR]*;=0E$B#>8 29%QG:V1CYN!D&J_B75 MK'0/$7QEMM?N(;*ZU;3+9K".9P&N/]'=,)G[V&91QZ'TH ]4\6?%/0O"C649 MMM1UFXO;(M#M-7TB<7%E>1B2&0 MC(]P>00>".Q%>$:!=V_@KX@Z#<^,)H]-@D^'T-M')=L%7S49"T63_$ "-O7D M#O7?_ &UN+/X(: ETC1LZS2HK?W&F=E/T((/XT >C5G>'O\ D6=+_P"O.+_T M 58NI+Y&7[%;6\RX^8S7#1D'VPC9JOX>_P"19TO_ *\XO_0!0!HT444 %%%% M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4 M444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11 M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110!5CU33Y=/A MOXKZV>SN"@AN%F4QR%V"H%;.#N9@!CJ2 .M9_B3QAX?\(V;7/B+5K6Q41F18 MY)!YDB@@'8@^9N2!P#UKQ_XN>(X? >H)I?A*1+NZU"]MKZ?1!&SI;31W,O$$L=YG?:P*>56%.F!V. M/H!S0 Q?$7C[XA9'A"P_X1/0WX&KZK#NNIE]8H.@]06Z]C6QX>^$7AO1K_\ MM34UG\0ZR>7U'5Y//DS_ +*GY5QGC R/6NZHH **** "BBB@ HHHH **** " MBBB@ HHHH **** "BBB@ HHHH *R+?PIH-KXEG\06VD6D6K7$8CEO$B =@"3 MU]3GD]2 20HQKT4 9TGA[19M:CUB;2+"34XQA+YK9#,@P1@28W#@D=>]+J' MA_1M6O+:[U72;&]N;4[K>:YMDD>$Y!RC,"5Y /'I6A10!0U;0=(UZ!(==TJR MU**-MZ1WENDRJV,9 8'!Q5Y55%"H JJ, 8 %+10 5G>'O\ D6=+_P"O.+_T M 5HUG>'O^19TO_KSB_\ 0!0!HT444 %%%% !1110 4444 %%%% !1110 444 M4 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %% M%% !1110 4444 %%%% !7G'B[QQJNI>('\%?#A8Y];"@W^HN-T&E(>[?WI/1 M?_KBF^,O&6JZUK[^!?ATZG5RH_M+5,9BTJ(]\]Y3V7M_+JO!O@W2O ^@)IFD M(QR?,N+F4YEN93]Z1V[D_IT% '.^'_A)IV@:";=+Z2[UBYOK6^O]8N8]\MTT M-Q'/MY/RJ3'C&3C.3N(YZ;2O#:Z)KEW"O!#H_B;4E+/,>5TVW_BG?W_NCU_ '3^(7C9?!NBQ?8[9K_6]1 MD^S:78)RT\Q]?]E<@D_AWJ/X=^!_^$2TR>[U2;[=XBU1O/U2_8Y,DA_@4]D7 MH!_^H &AX*\&:;X'\/IIFF;I9&8RW5W+S+=2G[TCGN3^E=#110 4444 %%%% M !7%>+/$VK66M;="42VFBPK?:RH3'+G6=:E\NW@7A1RTKG[J*.[$\ ?TKS'P:^F2:A:>+_$]CXJ@U^19Y)K$Z)> MR0122,5+#9!AB(@D8.3\J+W&: /8X9H[B".:!UDBD4.CJH!*L M>^T^E2,"4(4[21P<9Q7S#X(TR'PS\8K>/X@#6](\1[X0-3BN/-@U&>668XD? M!'ERKL4* .86R5(- 'T_17SK\3?!]MI>MA[?6+O6/B3KFK)-HKPL\;V%ONZ% M Y41*%<;R.>>,*QJ3XHZ3)]!T7288FG^UM9(@&97EC(QY MI 9@54G&.<<4 ?0U%>!7>G:%\3/B#I7AYQ<-X4L_!RZAIUF)G38Y98T9L-DL MJD#DG[O?)SW_ ,$-:OM?^#FAWNJSO<76V6%II&RSA)7122>IVJ.>] '?5G>' MO^19TO\ Z\XO_0!5BZU*QL65;V]M[9F&5$TJH2/;)JOX>_Y%G2_^O.+_ - % M &C1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1 M110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !7&^*=1O?!-S<^ M*6N);O0BJ_VE9229:VP HF@W''INC_B^\OS9#]E7D?B)9_BG\5&\(.A'A;PV MT=SJS!N+ZX*AHX%M;\$:)X?BTZWWVTUI;0ZOI;2K_HL M^Q5DN(FSM^]DN@.&Y9?FR']$H **** "BBB@ J*XN%MX\GYG.1'&& :1L9VC M)'/%9WB7Q-I7A'09]7UVZ6WM81]6=NRJ/XF/85SL'A$>)O&UCXUU>_N)[*"W MBET?2I(3$+-F0%GD&?FDR>X&.G:@"3P;!XEUY+S5?'EI;V\%Q.DNFZ-)"CM8 MJF<.SXR9&R#_ +..,9(':444 %%%% !1110 4444 %%%% !1110 4444 %%% M% !1110 V2-)HGCE4,CJ593T(/45X_H?P'?2?%]O++XCGN/#6GR07-CIS1CS M%DBEED1'?NBM,S?[1<@@;03[%10!Y''\(/%MGXTU?Q-I7Q'6TU#56(ED?08I MF2/.5C5G.WUNWBM$D%ZJ+ MLRI)'EDKD9 /4^ISZ910!YMKOPA$LFEW'@O7Y_#-YI^F_P!D^>MLMR)K7^XP M8CYL\[LY_0CLO"GAJQ\'^%;#0-*WFULH]BM()-)O/$NG>$+S5Y+!G*39ME+S-:PCTNV+);V 1\,I4_?8D9W'J"",@C M !>\.V%WX[TVTUKXA>';6UFMKPW6DV;%S);QE0%:4$X,G4X(XXX!%=U110 4 M444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !11 M10 5G>'O^19TO_KSB_\ 0!6C6=X>_P"19TO_ *\XO_0!0!HT444 %%%% !11 M10 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M%%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4 M444 %%%% !1110 4444 %%%% !6#XW\4P>#/!>I:[<@,;6(F*,_\M93PB?BQ M ^F:WJ\N\2-_PGGQDTOPQ'^\TGPSMU35.ZO<'_41'Z?>(/49H W_ (6^%I_" MW@B!-3R^L:C(U_J>XE^9@?IPOX5V5%% !13)IHK>!YKB1(HHU+/([!54 M#J23T%<;_P )I-XR\/ZB_P +I[2[N[:X6W%W?1R);?[3(0/WF!Z0*/H,]3[#DUR>L^(?$OB;2-+E^%T=G)9:HK,^MW MA*K:J#C(@8!G8\XXQQSPYME5(W(QA4 Q MM'.,Y_E76*H50J@ 8 Z4 >9^&O"7B?0[Z;6+[P[X;U/Q%=$FZU:36)DDDY M. J_9"$4+A0!V49S70^'M-\16_B_4M1U.RTNQL=0@1I8;._DN&:Y3Y1)\T$8 M&8\*>3_JTXZUUE% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 % M%%% !1110 44C-M0M@G S@#DUXMX!^*/C;QKXV6XM-+TVY\-SQ1,]M;W"_:+ M"-I9D661B?F?]UED'\.PJ 2V0#VJBO'?$_Q0\_7G$_BWXH>*+7Q%X@@\(:5IMQI_A2VBN=7;4'D6 M64.N_9%MX4A W+9Y!],$ ];HKRO6_B=K^JZKI>E?#:PTZ>\N]$&N32:J7V) MV J (0=Y)'4XY'U'9^ _%D7CCP/IOB&"'[.+R,EX=V[RW5BC#/<;E.#Z8H Z M&L[P]_R+.E_]><7_ * *T:SO#W_(LZ7_ -><7_H H T:*** "BBB@ HHHH * M*** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HH MHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB M@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M"L7Q%XB_X1O[+=7EHS:4S%;R]1_^//IM=TQS'U#-GY>"1C)6?Q#XCTCPKH\N MJ:_?165I%U>0\L?[J@A^$#J&MY;7-=F;4=1=AR' MDY5/8*N!CLU\.0_/H'A:1;W56YVSW?\ RR@]"%^\1]0>U>J4 M %ZKJ_A7Q5;BT\-6MFT5AH=W$DDDUL\S!':4=D5-@4'@%2 M><$^J65E:Z=916>GV\5K;0KMCAA0(B#T ' KD;JP\8:AXDT74I-)T.Q:PG*S M31:O+,SVT@Q+'M-JN>B,/F'S1KSC-=K0 4444 %%%% !1110 452UK4X]%T# M4-5F0O'8VTERZ@X+!%+$?I7#P?V==:U9Z1XB\8W_ /PEE_$9UM-.O9(4MQMW M;5B3Y,*HX,@);!/?% 'HM%87A34;V[M+ZRU>5)[[2[MK.:XC38)_D217VCA2 M4D3(' .:W: "BBB@ HHHH **** "BBB@ HHHH **** "BBB@!LF\Q/Y)42;3 MM+#(![9]J^9=)TGQ#?\ QHM)(?"4_AWQ'!.ZG4D?:) MBQ7*QGLX-Z6\@C,;+.<_N M\>83D\_P"19TO_ *\XO_0! M0!HT444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M%%%-=TBC:21E1%!9F8X [DT 5+O6+"PU*RL+RX$-Q?EUME92!(R@$J&QC=@ MY"DY(#$ [3ADFO:7##JR2Y18#Y:2\D\'Y)$.1D+&A3S+A[%_+M[3;R)&NC\L94@$.N<''-><>&;'QCX\U^ M73_%NOW'AN&:^CN$1K16>]N5M8-H+' $HA$,@! Y)8*"IV@'T?/XATFTT>'5 M+_4(+&RFC65);UOL_P I&1D/@J<'H0".XKC+KXY^"([DVVEW=YKERO6+2K*2 M<_G@*?P-2:;\%/!]K="]UFWN?$=__%=ZW<->?\+?N'^:#X;^-WC/W6;2PN?P+UB:G\=['2M>L[F_M-:T MRPD4076G:MIA@DC.2?.C<9W$ X9">0 5^88?V2N7\6+J.M2+X:TRTV1W46^] MU*X@#PV\1)&$# J\QP<#D+]YOX0P!SOA_P ::GXUL9+#PM?)++]OO!=:RL:M M'9VPNI1"J#&UY6B";000 0[9R WI5?/]KX"\4_#;37\2_#:.\D$.H7<=_P"' MKC,=,\<>'H]5TIF3YC'<6THQ);2C[ MT;CL1^HYH WZ*** "BBB@ HHHH *JQZII\NGPW\5];/9W!00W"S*8Y"[!4"M MG!W,P QU) '6K5?._P 3/'5CX8\03:)X")U226]MKV^T^*)I+>TN8[J*0,K) MR"[J%=%&"S@\-D, ?01N[9;Y+-KB(73QM*L!<;V12 6"]2 64$],D>M+/=6] MJF^ZGCA7^](X4?K7COAWX8^(?$HE\0^(_B#<$ZPJRR#P\PB5XNJ(LY&[RP"0 M% ZGDDD]';_ (^'\;^;>:/+J,YZS7UY-*Q_P#'L?I0!V(\2Z$3@:UIV1V^ MU)_C1/K%I[U#PU8V]M;QM+-*9'0(BC+,2&& ": )F^)$=M+IM MMK"VVE7BWK0:O#BWNB:=)X8M-2OFMK& M%Y)7E<+:SS">4.Q*;FA0!%VL%))(8@+UGASP;KY2Y@\-^.=>T/6=/*K>:7JK MKJ$"DYVM&7 S$^T[6'/!! 8$ ]GHKS+_A+OB/X5X\6^#X]>M$ZW_AR3<^/> M!_F)QZ$"M?0_B_X)UZ4V\>MQ6-XIVO::D#:RJW]W#X!/T)H [:BJ&J3:@^BR MS>'3:37FT/ +@GRI<$$J67ID9 ;G!(.#C!X^X^+&D65U;RZI-'IEI'8WDNH0 M78Q<6UQ"]LJPX!Y)$[$8!W?*5..H!W]<=XW^(EEX2,6G65O)K'B*\^6RTBU. M9)"?XG_N(.['W]#CB],^)WC'XA6L]IX#T:*W,LY!UFY4_9[&+@;Z MU+64\4_$V>+6-;X-M8J,VFFCKMC0\,WJQSR/QKT%[2VDO(KN2WB>Y@5DBF9 M7C5L;@K=0#M7('7 ]*FK'\4^*M(\&Z%+JVOW:6ULGRKNZR/@D(H[L=IP* -) M;2V0W!2WB4W3;YR$ \UMH3+?WCM55R>R@=JI:AX&]?>0EOJ0!=8UW M?*8OW0/?R8N[5ZU0!Y&DVN_!5V2[^U:_X$W?).,R76D ]F'5XAZ]OT/J.EZK M8:WID.H:3=Q7EI.NZ.:%MRL/\]NU6F574JZAE88((R"*\WOOA??Z%JDVK?"W M6ET">=]]QI<\?F6%PWKL',9]U^@ H [6Y\06=EXBM='O%E@EO(RUK.Z@0SN, M[HE;/^L &[:0,@Y&<-CB_''Q232_#JP>&('N_$FI7=QI^FV#*"YDBF>%Y2 2 M-@:-B"<9XSCG'->.-7^)'P_KEU>>,X2_B;5+R[AM]4DDWQ3-'/(LT49P C[T=RO\2G(Z M, >G> ?!T'@CPK#IB2?:+R1C/?79^]%-0 MUW4*M7TOQ#X@/PWE6]DDU.QDEO9[*0)]CA[; MBCZ7;:=ID"6]I:QB*&)!PJ@8 K&\'V+R:>GB'5]'MM M-\0ZO!$^HB').57"*2>>%P,>M='0 4444 %%%% !16=J7B#1M&DCCU?5["P> M7_5K=7*1%_H&(S5W[1"+7[29H_(V>9YNX;=N,[L],8YS0!)17FNH_%&[U^_E MT?X5Z9_;UVC;)M5E.RPM3ZE_^6A'HO7L3TK:\&>"]0T*]N=8\2^(;O7=;O(Q M'+(Q\NWB3.=D<0X SWZ_3)R 9WB[3_'/BW6+OP]IYM] \-,@2XU0L)KF[1E^ M9(DZ(.2I+<]Q[P>%?A_JG@"&YM?"]IHMV;AV9M5OY95NFR<@2 *PDQTX9 >N M 2:](HH R_#^BC0]-:&2Y>\NIY6N+JZ=0IGE;JVT<*, = *U*** "BBB@ M HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ K.\/?\ (LZ7 M_P!><7_H K1K.\/?\BSI?_7G%_Z * -&BBB@ HHHH **** "BBB@ HHHH ** M** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHH MH **** "BBB@ HHHH ***I:Q;W]UI,\6D7PL+T@&&X:(2*K @X93U4XVG&#@ MG!!P0 7:*\FU?XT6WA_7K2UUZ.:VO8;.ZBO-&MH_.DENP]OY'EL!RC*TQ5N M1D$;EP*NDV7Q5^(5G)_PD5X?!VCW,K2&*W0"^,9 B4X_=J,?>;YR23C:0H M.M\5?%'2?#^I#1=*@G\0>(9.(]*TX;W4^LCE2%(?I-*#F0^P.,]#VKM?"O@O0?!>GFT\/:?';!^99C\TLS?WG< M\L?T],5NT <^W@G0S'IEM#:+;Z=IKF6+3H%5+>23C:[J!\Q7&1DXRI)/'J]TMW,&?!BD6**)6C88*$"%&!SD-D@] -RB@"&T@:UL8+ M=[B6Y:*-4,\V-\I QN;: ,GJ< #/85-110 4444 %>6>-=.O/A[XG?XA^&H# M)I\P5/$>G1C_ %L0/%RH_OIGGU&?]HUZ=;7=O>1&6SGBN(U=HR\3A@&5BK+D M=PP(([$$4^2-)8VCE571P596&0P/4$4 0:=J-IJ^FV^H:;<)9ONV-RQRULQ[*QY7_]9KUF@ HHHH * M**\_^(GC"_AN[;P;X,8/XHU9?E?&5T^#^*X?TP/NCN?P! *?B[Q%J_B[Q-+X M$\"77V5HE!UO64Y%C&?^62>LK#/T]N2MKPS\(=)\+>%(]+L)PUZU[:7=UJ#0 M_-.8+A)@@7/RJ=A &3C<6.XYST7@OP=IW@?P['I6F;I&W&2YNI.9+F4_>D<] MR?T&!704 8FE>&UT37+NYTRY,.G7@,DNF[,HEP6!,L9S\FX9W+@@DAN#NW;= M%% !1110 451O]:T[2[RPM;^Z2&?4)C!:HP/[QPI;''3@=3@9('4@&]0 5DZ MWX5T#Q+'LU_1K'40!A3<0*[+]&(R/PK6HH \KUOX._#OP_IMQJGE:CH\$6"W MV"_G!9F(555=QRS,0H4#DD 5PT7P8'_"::;?-91_:KBRNKZ'1]5E-S&RPR6Z MK%.YS\["=R2ORJ=O#!3N^C:HRZUIT&N6^C2W2+J%S"\\,!!RR*0&.>G?H>3@ MXS@X *OA?5K'5M%4Z=:-8?97-O/8/&$:TE4 F-E' P""".""",@@UI7=U!86 M4]W=R+%;V\;2RR-T15&23] *R=>\9:!X:NK.UUC48X;J]E6*WME!>60L< A% M!;&>^,5DZ5X>\47/CF\UOQ-K:C3H3)#IVD6+$0M$>-\^0-[D=N0#T- %/3_$ M5Y\4?#^K1>'O[2\/:>Q1++7"@#W(W?.T:'!48& W^UD!7&R^-;'QEJ%GHG@G7H7\]I6O+ZU(=H8H@FY4R,;F,J -R ,D9 M(H J>+_#/B#QGX4N="U/PKX;$,BDPR#6ILV\F"%D3_0^&&?QY'0FH9=?NOA% MX?\ #5CK]M=7^B>7Y&H:P;IKAK&9CE0V4#-#DE58\@!1C. 6:GKFC^&+Z^_L M+Q;<3ZGHX\[4='U'4'G-Q"%#2;1*258+\P*<9X(YX]-=%D4JZAE/4$9!H 4' M(R**XJQ_X2?P]XYU/^U[I+_PG>*UW%>W$R1MIC]X3G&8S_">W?U/:*P90RD$ M$9!!ZT 4SH]@VN+K#VX>_2#[.DS,3LCW;B%!.%R>I !.%R3M&*UQX7T>ZT6; M29[(/933R7+)YC B5Y6E9U;.Y6\QBP*D%3TQ@5K44 %<7%J.NZ[\4+W3#8F# MPQI5LJW#75N"+ZY?:Z["P^Z@[CO^&+_CJXUW_A&+JR\&K%)KEP%CB+S*AMT= MMK38)R=HR1COZ]*UM"TQ]&T"QTV6\N+Z2U@6)[JY(]*UJ.=M/NPS6_^OBE M1H9(>,_.C@,O'J!7*:Q\9O"6GWC6&E3W'B+4P#MLM%@-RY_X$OR_K0!WU17- MU;V5M)<7D\=O!&I9Y97"J@'4DG@"N5\)ZYXSUO5))M>\,6^@Z1Y1\E);OS;I MWR,$JHVJ,9R#STJ;Q+\.O#OC#6+74/$EM-??98]D=J]PXM\Y)W&,$ MSC)[8 M]* /.?#OQ'TV72E3PMX?NO%_BW4U\[46BCQ%%(PR4DG8;510=H ^7 [$YKL/ M ]A,&USP]K=E9+;M;P2W6GVY,EM!+.)/.A0-_ 56-MO0>8<<5KIX#L+&23_A M'+Z^\.PRG=+;:68TA=L8W>6Z,%) )3:3@5LZ-HEEH-@;73T8*\C2RR2.7DF MD;[SNQY9CW)_E0!-IVFV6D6$5CI5I!9VL0Q'!!&$1?H!Q5FBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHKC--^+7@W5O&TOA:PU> M.744&%.TB*5\L&C1^C,-H/'!W#!)! .SHK*U'Q-H^DZUINDZA?)#?ZHS)9V M^UF:4J,GH#@8[G K'\5_%'P=X(U2+3O%&L?8;N:$3I']FFDRA8J#E$('*G\J M .MHKE-=^)W@_P -:5IVHZWK4=K;:I$LUF?)D=Y4*A@VQ5+ 8(Y('7'6NDLK MVVU&QAO+">.YMIT$D4T3!E=2,@@CJ* )ZSO#W_(LZ7_UYQ?^@"M&L[P]_P B MSI?_ %YQ?^@"@#1HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@".YN8+.UEN MKR:."WA0R2RRN%2-0,EF)X &2336N[9#;A[B)3=-L@!<#S6VE\+_>.U6; [ M*3VKG?$OQ$\'>&$DB\0Z]8PO@A[;?YLI]C&N6_2O!]9^)UQI>MZ;8^!-,O1I M=I=F[L?[9MVABLF>VN(OE.2?L^UWD&[;M$3@':/E /II+NVDO);2.XB>Y@57 MEA5P7C5L[2R]0#M;!/7!]*H:YXGT/PU;^?K^K6>G)C(^T3*A;Z \G\*\R\/? M#'QSA_!_P5H=Q] MK&D+J-\3N:\U-S=2L?7Y\@'Z 4 9;?&!M<,GV6T!_ZZR# MGZ8K/UC0?B+K6E3WWB[79M/M% "Z'X3B)GG+$*%,[ M<,6P6RY7;M4+Z[X?U.\U336;5--ETV^@D,-Q"X)0N #NC?'SQD$$,/H<,"!J M44 %%%% !13)IH[>"2:=UCBC4N[L+K^\\0K;:\\<,6N0M?Z+ M"0%D2%3@Q,, [BGER\\Y>0=$H [FH;N[M["SENKZ>.WMX5+R32N%1%'4DG@" MN/T3QY=^+]2N[7P]H&I6U@D#[-:U"#RHO.Z*%B;#.,\GIT]\T_PUX%O;,7\_ MC'Q#=>)[C4HO)N;>Y15LU3^ZD'W1Z9[_ )T 26GQ)T?7=*U>[\&QW'B*72RB MO#:1E!*S'&$=P%;&"3@G@>XSCZAXX\7#P=J$LG@V32=;N'6TT:TDOXIFNI65 MB6PN NQ59R">0IY%>@VMI;6-JEM96\5M!&,)%"@15'L!P*Y'QC;W5CK]GXB' MB+3=-AMK=K6"WOM-DNB99&!9D"3(66KU\$, 0<@\@CO7E>J6%[\3-*G M\/7OB71'Y2=K:?PU=6TZ[6R'"2W(;&1@G!&"1WJ_=:A!\&=(TFQ%GJ-]X6\U MTN-2EN/.?3 Q'EJ5"Y,621GJ .YP" =;XK\,:=XQ\,W>B:O'OM[E,!P/FB-=/A#SRV&IV3^=I^I6YQ+:R>H/<'C*]_K@T M =117AI\?^,_AYXE+?$'2[VZT^8K'(X!P67:TSP;I&JZ@]A9VWVJ]F9HHKFZ5%W&:K^/_'D7@ZQ@MK&W.I>(-1;RM,TR/EIG_O-Z(.I/%,^'O@=O"]G=J=\>@'M] (O!/P].@ZE<>(O$M]_;7BF^&)[YEPD*?\\H5 M_A0?F?;I7;T %<_XO\61^%+""'[WE(I>63H?N1JQQW.U>"PJ] MX@\0Z5X6T6;5M>O([.SA'S2/W/8 #DD]@.:\UM%\4?$V9/%?AG4!X:L9MUE; M/>V8EN%MA@O)&I.T&208.?X8D([@@'J M,8KG_$OQ*\(^$8+:77=;@@%W'YEN(U:4S+_>4(#D>_2N5T;X=>'[N:#PIXSM M/[:G\.1!]+N+EW42VLGJBD(2CJR8P<*$_O5Z5:Z;965O;P6=I!!%:IY<"1Q@ M")?1?0<"@#E=:^)5II-GIMS9>'_$6MQ:G;BY@;2]-:7"G& V2-IP1P>:77/& M>O65OITNA>!=4U4WMN)WC>:*W:V)_P"6(988/#&J37=S/ M:01V1,@AF,Z###*D01GH:ZH^,?&]WI%A/H'A*TU*X57AU2*345MS;74; M;70!ARN1D'/((/3DY6C:=JFC^%+>#4OB=_8+I"JVMFT6G[;.,#"1N6B!<@8! M(VC.?J='X5:CI]U<:P'\4)K&O33 ZA"MS;.A:(!//B6%$^1E,8W$$\*IY'(! MJZ[XM\3Z/;Z=);>!;S4VN+<27:VE[$?LLG>/G&_']X8!HUSQ[>:%;Z=(W@OQ M'?M>6RS2)I]LDQMF/6-\-PP_+WK3U_QQX9\+7,=OXAUNST^:5/,2.>3#,N<9 MQZ9!_(UAR_&OX=0_?\5V9_W%=OY*: )O$GC[4=$L;*YL/!>M:B+JT%T^!'$+ M7C.R4ECL8=^P]3BO-=1G\1^+KB/5=!U;P[I.N7P6_@@NKM7O[78K+!;(F,#< MCN6W \SN,<"NZ\5>)-$\=_"75)_#NKM+ITUQ#975W I0Q1M-$)OOKT$;DG(Z M&N)U;1O$#PW/@[PGH_BF[M+B-U! YX/2K7BZX\2P:(!X+LK.[U* M658]U[+LB@0@YE('+8./E'//M@^5?#GX6W^O^&[2\\<^)+O4M/\ M4LT6E6\ MGEV[N)C^\=EP9-Q7?T&=V>I->Y4 >;6'P?MM2O$U3XDZK<>+-2!W+'.3'9P' MTCA7C'KG(..E=1JGA6,PV4OAO[/I%]ISL]J8X!Y+!AAXW1<91@!G'((!'(KH M:* /-O%'PWN?B*T,?B^RTC3XX6W?:],9I;N0@8 $KQKY:YY(PV< 4GA?Q-KO MA7Q1;^"/B!+]L>Z!&C:XJX6^51_JY/[LH'Y^I."WI5->-)"AD16*-N4L,[3T MR/0\F@"OJ>F6>LZ7HZ/->O%:WTD 9--B('EQ2N#DKG(#8]L 5T=MXUT^;Q]>>$;B*>TU&"%+BW M,ZA4O8R,LT1S\VTY!'7@^AQO7-M!>VLEM>01W$$JE)(I4#*ZGJ"#P1[4 07& MK6-KHLFKRW47]GQVYN6N58,GE!=V\$<$8YR*XFR^*MKI\26OC:'^R]9N+B,6 MNG0HTDLT4WS1$*,DE02CGIOC;'4"N>^)NE:!<^*]$T"?QG/X2LTL-UQ;1ZE' M:VWV=&(B58FP"Y?H>0%B8$=*LZWK_@'2O$.C^+K#Q+H=_J=D$L;V7^T89)I[ M5OE+@!OOHQ#D@9*AQW H ZOPKX'?1?$VL^)=:O\ ^U-:U-S&L_E[%M[8'Y(4 M7)P. 2>Y'XGKZ** "O)=6\7M)QT;'>NNT?0-(\/68M="TVUT^ =4MH50'W M..I]S3='\/:7H(E_LRV\N2<@S322-+++CIND!S7S%X-O+/PGXRTE;%M)\7^&+F6QM-.NI;7RKJT,MQ=>4RJRC]X ML@GW'&X@H1CD#Z@KC-/^$O@S2_&TGBFRT>./4' *KG,44F23(B=%8Y ST&T8 M )8D XCQAX5T[1/CMX&U6V-Q-?ZMJ5W)%10Q '3KFJ/BT M:XGQ-\;^)/#/C/3],NM TN 26$ED9))(@GF[',BA5#-G#1EOO+G;D5[)J7AO M2=7UC2]4U&U\Z\TEWDLI?,=?*9P QP" V0!U!K)\2?#+P=XNUB#5?$6AP7M[ M JREW3< <@,%8!Q[,#Z=* /,]"UQ/$OQBLM:U^&.!+_ ,!"=8Y?]6I:3,FW M/;&_\*ZW]G[SO^%':#]HW9_?[-W7;Y\F/P]/:ND\4?#OPIXSM[6'Q)HT-VEF M,6^UWB,8QC:"A4[?;IP.*WK*RMM.L8;.P@CM[:W01Q0Q*%5% P .@H ;=74 MUNRB&PN+H$9)A:,!?KN=:K^'O^19TO\ Z\XO_0!6C6=X>_Y%G2_^O.+_ - % M &C1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 M %%%% !1110 4452M]8L+K5KS3(+@&]L@C3P,I5E5QE6&1\RGD;AD9!&<@@ M%VBLD>*-'.FZ3?"]!@UDQ"P(C;=<>8 RX3&[[IW'(&T EL &HO$'C/PWX6C+ M^(=;LK XR(Y91YC?1!\Q_ 4 ;=%>9_\ "X)=;^7X?^#M:\1!ON7R?X"C^R?BUXD_Y">NZ1X3M6_P"6.F6YNKC'H7?Y0?=: '>(/&FI^"K&.P\4 M7R12_;[,6NLM&JQWEL;J(3*XQM258B^X $ NN,$+CV7QVTB]UN>XMYKW4(" MACL=%TJQ-Q<34/++X3&47+,<\+ZMX+LKGPW))X9N=-C2*WC\RTU*SM5BA MNH@0,2! %289&1P&'S+_ !!0#!_X27XH^(^/#WA"Q\.V[=+K7KHO)CU\F/E3 M[&C_ (57K>O?-X]\>:MJ2-]ZRTW%C;G_ &2%Y8?D:],HH Y32/AOX8\,6,B^ M%-&T_3K[RR(+V2W\]XWQ\K$L=S '!QN&?44ZU\"6=G_931W#S36E^]_>7%P@ M>34)'MI8"7/&.)L@8P H4 #&-;4O$NAZ-.D.KZSI]C+(0J1W-TD;,3T !()K MQ;QM\5].U;QVMGX>75=1GT3:^GG3;8RQ37A;YO,[[-@,65!R)I"!PI(![%X= M\._\(W]JM;.[9M*9@UG9.G_'GUW(CYYCZ%5Q\O(!Q@+M5Y]:_%5]6NK,>'O! MVO:I8W0C(U&.)%@ 8#.&+@#L:*X[4]2^(*^*OLVD>'](?1A(@^V7%\PD9.-QV M<$<@#GI5+Q;?>/M)O[S5+>^\/6GAFR"S$-!-+=RH "RXX7<3E5 ZY'>@#;O/ M&-O9^-K70&MI&250LMX#\D$SAFBB/'5ECD.<\'8,'>*Z%Y$CV^8ZKN(4;CC) M/:O AI+:U]HN-8^)%U8PZC=I?316FE8M8+L;-H^VE2CA&1%4DC 0?6NWT#P- MX7\6WT/B_6].EFU^&?%PDMY*\=K=1$*P1-V-NY=R\8(((X(H W;KXF^$;7Q7 M#X:;6(Y=7FG%N+6")Y2KGLQ52%]\D8[]#4,?BGQ5=^,3IMIX)GBTB&Y,4^JW MEXD89!D;XXQDL#P1Z]\5U4-C:6]S-<6]K#%/.+AXCM(_$?B._O?#U_>2B?3](T.26-;11GRY6B1W)?*I@X&"Q!XQ4%YH?@S M2A=ZWX2T/7X_$B3?;+:ZGT/4W9Y ,W M,\5S?O=0WD"_ZP*7)*. "05P,C!'/ !W-A=?;].MKL0S0"XB67RIXRDD>X [ M64\JPS@@]#2S7=M;RQ13W$44DS;(D=P#(V,X4'J< ]*\XDNOBKXN?R[*SLO M^GL3FXN76[O&7_90?(OX\UJ^&_A/H.AZLFM:A+>:]KJG<-3U2&;CQ!=3L5\N*X2!(L#J[MT!^AZ5YK<:C\4+KX MB6,UQH7AJQO#8N+"VO[R211\W[TQLG'F;=N<<[1Z9KVJJ.K:-I^N68MM5M4N M(U8.F_@U#3=3DN[2VN[6[>V;RKJ&.17,1(^ZZCH2.QJII/A;2-% MNGNK&VXKSOP_XZ.J7TG@CXEZ5'IFNSQO%Y M3+NM-4BQAFB8\$$9RAY_'(#H1:?!7PR_VJXU;4_#QO,0A(?..DPL"<,V=S1 MCK@D9 Y[@&WK.C:CXIUE]/U2/[-X:M]IDB60%]48@':V#\L*]"IP7((/R_?Q M/!7A;6_!&B>'XM.M]]M-:6T.KZ6TJ_Z+/L59+B)L[?O9+H#AN67YLA^NG\3Z M5%X3D\1P7276FK;F=);<[_-'8+CJQ/ '7/'6CPUKO_"0:&E[+;-97*.\-W:. M^XV\R$JZ$X&0".#@9!!Z&@#6K,U37+73YA8Q2V\VKSP2RV6G-.L*+7PWX=T"[UK590DL^#Y-O:PDX+O*01G . ?SX-K2/!> MAZ#XMOM=>:2[UK5I&*W%],'D1.OE1# VHH[ 9P.2<4 5/"6@^(;RQNKKXDS6 M>H7%Y,D\.EK CP:?LR5"DCYFY!+<\C@]Z\NO+'X1-ID.M>,8]+MY]0 FL=(T MFW6-X(FYC!2%=SN1R2_&3@ 8Y]3\9>'?%?B74;>QTKQ"FA:"8O\ 3)+5";R9 MLGY%8C"+C'S YSGC%8_AOX:R_#ZXF_X0_3M&OXYFW+=:FS1W<.1@KYJQMO7N M!A>I&: #X:6.EV7V]-&T2QM[R.SBGM+N33DL[B6VFW[(Y]B @AX6!('S *V, MTG]G?&/5C_I>N^&O#\9Z&PLWNI!_W]^4UV'A[1)],:\O=4NEO-4U!U>YF1-D M:A1A(T7)PB@G&>222>36U0!Y_I?PZ\0PZK:W^M_$?7M0:WE61H(5CMH9<'.U MD (*GH1Z5T_BOPII/C309-'UZ&26TD8.1'*T9##HX56&! M7*CT!(XIL6AZ3!_J-,LX^WR6Z#^0J]10!#):6\MI):R01M;RH4>(J-K*1@@C MT(KF_P#A K;[+]@_MO6O[)V[/[,^U+Y7E_\ //?M\W9CC;OQCBNJHH C@@BM M;:.WMHUBAB0)'&@PJ*!@ #L *DHHH **** "BBB@#DOB#X('B_2X)M.N/[/U M_3)/M&EZ@HYAE'\)]4; ##GL<'&*9\//'!\6Z;/::M;_ -G^(M+?R-4T]N#' M(/XU]4;J#^IZGL*JII=A'JLFIQV5NM_+&(I+I8P)'0'(4MU('I0!:HKSY?BG M;ZQXB;PQX?MS;:^DTDJ65MXI^ MP7%IJ$HMX;ZQC>$1S'[J/&[.<-T#!CSP0,B@#J:\[\6>-]3U+Q&/!GPZ,#M*\$:"FEZ-&V,[Y[B0YDN)#U=V[D_I0!N1*Z0HLC^8ZJ SXQ MN/KCM3J** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B MBB@ HHHH **** "BBB@ HHHH **** "BBB@ K.\/?\BSI?\ UYQ?^@"M&L[P M]_R+.E_]><7_ * * -&BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M **** "BBB@ HHHH **P=9\4P^'M7MX]9A%KI5R@5=5:4>5%-D_NY#M4BOX[@1Z;JM]BV,Y;[T21'+31L!\PX W$K MMW#T/1? 7@/P$JW-KIUA9SY)^W7KAYB>I/F2$D?@17E_Q!^(XT_QKK<.D-I\ M-W-'%8VNNZAJ)>.UBDMTD8V\4<1VCYMQ;+$L%SGY%H K_#3P/J/C?3K&Z\0> M--4L)[/3+>WBTNQC6VEALR@,967DE)% )*CDC#'*X'K7A_X4>"O#<@FL-!MY M;K.XW5X#<2EO7<^<'Z8KQK0_%]_X3;PAH>LZ)=:[-;P?:-(UGP_,[2SVI4MY M!CDB7>GR%65MI"@,!E0U=GXK^/-M86NGOX*-2LK>.V^QOJALH;DY^:9PN!NZDXQGIV% M&)\5OBSI^FWRZ!H^KR6UY:N9[NX@=!Y;(#Y<7S.N\&0+O"Y^567')QLQ?&6# M4;&R;P]X6UW6[NXA#31V=M^[M9,[7BDD8@*RG(Q]#T(->.^$[+XAZ>]S86O@ M_0H[[3Y-EQ>W*6LMY!A5 VB6=0$P-V0-K$LV3DUZ%\%['Q$_C/7M:U*;4;G3 MM0CP]S+':P02W2,%8K'#(X/R\"13M.'R22* -_X@>*_%&C:A$EIK/A7PYILD M*R?:-7G9KDG^)5B'!P?K]:Y#Q#XJTKQIXA-WX=U'Q[KUL-@6QT"-K6S#+W:0 MA3@GG^O2O9;_ ,+:!JNK1:GJ>C6-Y?0QB*.XN+=9'1020 2..23^)K45510J M*%4< 8 H \ZO/!L'B_POJNN:GX*L=+\77UI,D/VIX[AXI1&4A;S , \*<@9 M'X5YQX;TSXJQ>$H(]"\9^%]'TRS5A-;D^5+;ON)<3;[H7ZWU_HNGW5VF-MQ/:H\@^C$9H \:^''@'Q[>:=>ZA-XXN=(LKR[:YM MA:1K+]I+,=\I5XTVAB PXY!)('?VK5[74+K1;BWTC4%T^_>/$-VT E$;>I0X M!^E7J* /-O["^+UOS#XQT&\QT%SIACS_ -\&LGQ1I_Q*N_#=S;^-?^$3O?#P M>)M02Q@N#<- LJ,[*&^4$*"<]L<OT$ @@C(/4&@#S3Q;X!TR71[>\\$> M'? 4$6TS7%UJFEQM%Y.W(=&1<8[Y/&*YSP!X0^(EMX.MET'Q!H6@V%PSS(EO MH^7<%B%D.[&2RA<$\[=N>E>E?\*_\,^;N_LX^5OW_9/M,OV;=G.?(W>7U_V: MZ0 8 Z 4 +&\1/,4,6;".U$&,[L!,YSD=>F/>L_P 3 M?"[1/%VM/J&MWNKRHR*ALH[]X[<;>X1<8)[\UVE% 'FUQ\#O!UI;P2^&]&L; M2_M91+$]Y&UW'+P04D61CE3GJ.0<$=*V#X?UW6+6#2M7BTG2M%B93+:Z6[R& MY53D1Y9$$:$]0 21QD FNQHH **** "BBB@ HHHH @GLK6ZE@ENK:&:2W?S( M7DC#&)L8W*3T..XKE_&GBS4_"EU;3/X9N=8T"2,K>W%B1)-;L>A,/\28ZD'C MG\>OHH \&U=]-^*FO:/I'PM\0C2-.TJV%S.T!\JW1S(&B1;4@;Y%9"^< +QS MDBIM5\&WUF5 A!2(AV1@H;*YPVO1:MKGAW^WK"2U6TN4@!%S:[' M9TEB*D,1F1@RJ=-H0AEB MCBE(+$L!EBN H/4FO::* "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "L[ MP]_R+.E_]><7_H K1K.\/?\ (LZ7_P!><7_H H T:*** "BBB@ HHHH **** M "BN>N_'?AVRNIH);Z1S;L5GE@M9IHH2.H>1%**1WR1BMV">&ZMXY[:5)H9% M#))&P97!Z$$<$4 2445A^*/&GA[P;8_:O$FJ062L/DC8YDD]E099OP% %_6+ MN\L-)GNM-L#J-Q$ RVJRB-I!D;@I(QNVY(!P"0 2,Y&)%X^T>::RDCGC73KC M3[N]ENYG\O[-]G>%'1T(RK9F.0<%2F,<\<)XC^+7BYO#USK/AOPDNEZ1%C&I M^(I?)\S(KOQNFL7&OZ M=D9'F+N^6+=M*GRP#['\/ZO<:YIK7\VG2V$,DA^RI.<22PX&V1DP/++'.%.2 M!@G!)4:E>">#/'OCK7=,%UH7B_PWXCEA@6:[L=2M&LIH@3@CDV$M[J5S':VT M0R\LK8 _^O[=Z\LL?CI-KUA)>^%_!&JW]JC;3//=001J?1F+$*?:K%_XUADN MO"^M>.;&'1["-[LRQB\2\AM[M50P%Y$^7<4\XJ,<''?% '<:=XQT35+]+*VN MI8[F0$Q17=K+;&4#J4\Q5W_\!S6Y7RCK?CKQ9JNDZIJUWXDL8=-EOQ-9_9X? MM;6]TL44D,$;9/EMM?!*\;HINO.[;U;^V;OX?R>(]4\9>)[>8W"Q16NN3IH\ MWMKIUG+=ZA!EBN!;_VMJD>"+Z]4,4(.@#QSQ]X]\4?%G7[+1/"GAB\CL;JV?[)'?1 &8-E7N.?D ^4,2P4Y((8C M'+_\*]\2>&(_#^J"VTV:YO\ 59].>[OL316]RL[P['5P5(RCN'P?H",M])>. M-)^']QXBBO\ Q/K\.A:^MH(K>[36S8W$<.Y\%1O ()+C)4YY':N:T[P=\([U M8],OO&8\2233,((;SQ09&,DKY<(D>-=) MTA;6/86TE98VEZ*W;+X2W6J:-;V?Q%\37VOO:$K;O!(]MA"! MD2%6S(-M;NS]IFXM[&W7S+BX.< (@Y//&3@>]<>-( M\=?$WY_$DTW@[PVYXTRT?_3KI<_\M9/^68(_A'T([T >?_$+PKX*O]=M]$T[ M5M?\0W=G&(;+0='\N?[&H #!IG5MH)&3DD@]J\OUGP3?:3JEQ;ZMJ-AHB6UP MD,EC?:P);FV!@B<'$:DN&5E7$=+73_ YIL%C;@#<( MU^:0CN['EC[DFM>@#Y#\-^'O^$J\4>%M/M/$;W-O%=-:(!XD,DB0&%WD,,0A M22$!8R"6&&)1>!DCV:#]G;P99X-C M'OB3XJM&'1;ZX6\C'T1@*0V'QAT3YK;6O#WB>-?O)>6K6BMXU^$?D0?V? ?[932(;R&=?+7]\[JNY2P^8@Y/)S7?_#N M^\'WOCC79? 7]F)I\FE:>S)IT*PKY@EN]VY !AL%,Y&<%?:M;1/#GC'0= T_ M2+/Q)H;V^GVL=K$TNA3%V5%"@L1=@9P.< 5A7/P7M]5UN[UO5-2ALM7>.);6 M\\.VC:/K-O$.@IPOB#38O MWL*]C/"/U9?U->B:)KVE>)-+CU'0K^"_M)/NRPOD9]#W!]CS0!H4444 %%%% M !1110 4444 %%%% !1110 4444 %%%<3JE]<7GC^_TT^+KC0[6TTVTF2*W% MI^\DDEN0Y)FB<\"*/@$8_&@#MJ*X358M4TG3[/4['QOJFHQG5+&W>*6*Q:*1 M);N*)U)CMU;[KGHP(.*[N@ HHHH **** "BBB@ HHHH **** "H[FY@L[66Z MO)HX+>%#)++*X5(U R68G@ 9)-25YU\5_'GA;2_ OB+2;W7;)-1NM,N;>*T M23?*9'B95!5-AE+B>%;2!QV*N MY.1^%8N@W_Q6U+6O$S:3HOA[17EU-&NDU*Z>X:"3['; *IBX;Y C9]6([4 > MRT5YM_PBOQ4O_P#C^^(=CIJGJFGZ,DGY-(NM)CDQ011J3 M].: .XU_6H_#^D-?RVMQ=_OH8$@MMGF2/+*D2 ;V5?O.O)(&*S?^$HU?_H1/ M$'_?_3__ )*KS_Q;X%\9:;HL$L/Q)OKM/[3T]%AO;"*0>8UY"J/NZ_*Y5L=] MN.];)OOB]X>^:[TS0O%EJO7[%,UG*5XG!V,R_>1N02,5I5Y+\//BMX;CMI=%\02RZ!JLFIW\HM]1C,:D MR7DS[5D^Z2I;:>1\P(KUE6#*&4@@C(([T +1110 4444 %%%% !1110 4444 M %%%% !1110 4444 %%%% !1110!6U+4+72-*N]2U"7R;2SA>>>3:6V(BEF. M "3@ \ 9K$_X3S2/^?/Q!_X3FH?_ !BCXC_\DL\5_P#8%O/_ $0]5+'X@6^M M>/I/#GA^QDU*WLE;^T]4CD @M'Q\L>C>)"D27NEZG#^YNSYLQ-O$N0JJ$:)HSD\NY4'-?27/D33R1Q-N/!!F;,M2\0Z_XJ^(%S8>)M4T:'P19P36-M8S;(YY&C:5C,N/W@^0C!XP1[@^C>+O M"%_K_COP=K5G-;);:%<7$MRDK,'<2(JC8 I!.1SDBN7\8?##Q1>^)/$-SX0U M33+73_%EO%;ZNE\DADA"+LWP[>"2A;ALC:QJS^9>RH\6FB#0YH]5#['@7!5P4!.\$# MJ,<#Z'L_ ?A.+P/X'TWP]!-]H%G&0\VW;YCLQ=CCL-S' ],4 >6^.?%?CG3/ M&OB2>TUZ6P\.:?/#9P"*WM3LN'M8Y!N:1"1'N;+-R5!Z8R5Y+P'\6-=;7?#= MGKGC>.#2OD%\T@LD2(+"[B+_ %>\@A8U+Y&TLR33--:5G)M(8W\N3& <(4)!X!;&&P1YMI_P ,M1\0>(-%M;/PQXDT MFRNH88[F]N=-EEB68Q@-)D 8B9^,=2UD2:_)IQ?[%I5Q;2K;I$K;$(!0KO?[[,065>@ 0UH:=X"^,'A\W(TOQQI M6I+-$8U_M*W<>43T=<*<,/?(]0:\-\5#Q-H_B+7+G6/$V@:EJ2F:PNXX)T!E M9K=TD(38GS*CNNXX.\LHRQ*D ]ZB^(6D>"];LK72[/6M1TG6M-&H6VGV=JUP M]FX?:RJ"C2:6(P?Q+5XQ\+_$OC:V\ M3:H^B0:%KVLZU!/( ;V)'@=)"6P%( 7?(7VC"ODL"<$UZ9IGB+X[V8G&J^"= M*U+=$1"8KZ*$I)V9OWAW+ZKP3ZB@#TOPOKEUX@T@WE]HE]HDHE9/LU\%#D MAA@G@Y_,&N.\6^(OB:L6LVOA_P $0^1'',EM?_VJADD&T[9%B R&Z$+G.:RM M.\4_'/9.-3^'^C.S(1"T6H)$$?U8>:^X>PV_6IH-<^-Y@FDO] \)V*)&6\Z> MYD"Q@%/$BW6L6NC64-X\>GZBD8:U,C1J)/LT9):14G\QMH& MW#*,G#8\/G\)^,?&^L?VW&;=8M;NS'*NEH84EE%M,[*B-M#N(DE!SCYI"I;) M?;Z7\'?A7X2U.QU.ZU6YFUZZA+Z>8[I"@MX_X&0'YXVVG!Y!1@Z]5)H YR/7 M/B!XH^WW5EX^U"WT/3HO-O=3N+2.U<1G.#';19D.<<,2,^U;O@[P'9:M+/XO MT*'Q7J_B'3FBDM+GQ+(+:"_S^&/!'ASP9!)%X9TF"P$ MV/-=,L\F.FYF))ZGO6U<7,%I;M/=S1P0H,M)*X55^I- 'D?C[P_JVK?"#6Y? MBK?Z6DL#+=61TN,JMM(/E5-\I^;<6"'KN+P]?ZI M= ;]9N?$=GY,3XP'1E<3*@/S; G/0DUZ5\0?BUX(73(+"VU^WOKQ=4L)O)L0 MTY98KR&1\% 5SM1N,\].M7?^%T6LW.G>!_&U_'VEM]&.P_B6% %'X7>#?!&J M?"^72(;&QU*$730:D\)%8$\$;64 \!@#SFNN@^&?@VV\/7.AP^' M[1=-NI5FFM\$AW7HVM<'X3^+MII6C3Q:AX2\6Q*^J:A*9AI):-=]Y-) MMR&^\N[:P[,K#M716WQW^'LTOE7&N-8S=XKRTFB(^I*X_6@"IK/[/?P^U6U> M*VTR;2G88,MC*='F8]$6^CW?\ ?).:Q/$]M#X@ M^(7AN*WUR6R2VL+^[2:S,$F)%>U13B5'7.V5P#C(R<'!.0#YLTKP#XJTF_N3 MJ":KI9M+Y;>Q>U%LPAO'CCDC#N\ZB$E3"-V3G=LSG(/T=X4^$GAO3UM=9UC3 MKG4M=DB1YI];N?MDL3D9*YR4R"2,J/H:Q/&MCIV@>#_%5P?B+<2W5W;37$MI M>-IK+=SK;JB(4-ODY6.-=JXS]3FM9OC/\/\ 2+>#3-)U2XU>6&-8H;73X9;N M5U48'SG.X].2V3[T >CT5YF?''Q!\0#'A/X?OIT3?=O/$5P( OU@7Y_R-)_P MK3Q/XD^;Q_XZOIX6^]INBJ+.#']UF'S./K@T &L_$?PQX2^)NLMJ>H>;--I5 MA##;6:&>6219KPL@5//&VBP"QT,^$M#DU*P07NI?-? M%FNX1&Z0CA=KE6(8\A3S77Z;\)-$\.WYNO!]Y>^'6:W2"1;)+>7S IN&/W1[#\M_"F.#5)->^'>HMX6UMCF00KFTN^H(L^:7XEPQS_"KQ2LT:2!=(NG =0<,(6( M/U! (-><3:-X%T>X>Z^''Q5L/"DKGF7HM)$MKIKB-\P13!@S1H>DP&-O45MUX?X1\9>-=-N_$-XFC M6/C;3Y-37[1J7A^[7F06ENOR1G.\; @(!X;<.U=99_'#P<]RMKKDE_X+M4OM(\/BX MTHVZW\O+6::%##$1!ZTZ MV40']X**=1\8^%_"NIZU/X@\./]AM99TA?1IH_.9$+! QNS@DC'0]>AKB] M>TGXAS^*=+O/%WB&72X7LKJ,/X3T>XNS "]N3$S!&92^T$,1QY1 ZU0UWP-X M)D\+ZQ*+#QCXB\0/83K9W6K:7J4LGG&,[,9B5 =V.2.* .ZO_C9X66[:Q\-K M?>*=0'_+OHMLTV/0E^%Q[@FJPO/BWXIYL[#2?!=FW22[?[;=8[$*/D'T->B6 M&G66E6JVNF6=O9VZ_=AMXEC0?0 59H \T'P;35/F\9^,?$6OLWWX3=_9[<_ M2).GYUC7'P?\+:'XINOLOPYN=9TF6QMQ";>ZB;RIQ)-YN?/N$;E6AZ9'':O9 M** /#-6^$VCZ@UNOASP!X@\-7KWEL6U"'4[9%@C$Z&1]JW3_ #*@8KA"=P%= M(=/^)_@D^9INH0>.=+7K:7H%O>HO^S(/E<_[W/H*]/HH X[PK\4/#_BB\.FE MYM)UJ,[9=)U)/)G5O0 \-^&?H*[&L#Q5X'\/>-+,0>(=-BN63_57 ^2:$^J2 M#YASSC./4&N.71?B1X#Q_P ([J$?C31TZ6&J2"&\C7T2?H_3^+\!0!ZA17A- MM\1?#-SXCUM_B))XH\-737J)!;27]]#%;H+:'Y/W#A 2^]\XY#@]ZTG\;_#_ M $SQ!X=O-$\:W#Q?;W6]6YUV[GC\DVL^-TPC^3/UKB?#OAMKKPMI5IXR\4^/C'#90QMI5CH-[; M10A4 \EBD!\P+C;NSSC- '?2?$BU\)^(=3TWX@>)-%5;>TMKB"2UM7@=F=YE M=/+,LK,5$2'C&-_(Y%5?^%G>(O$_R?#GP7>7<+<#5-8/V2VQ_>4'YI!],&HO MA_X+\)V'C+5;GP_X9FMK**PLU@GU+39XI//\RY,I1KA0Q.WR/NUZE0!YE M_P *W\5>)OF^(/C>Z>!OO:9H0^R6^/[K/]]Q]<5NVWPI\&Z?XQC MOK62UEN8D#7 1T*DB1PQS@G&_$'_?C3_\ Y%J[ MH&@#05OV;4;S4KC4+K[5/<7@B#LPBCB C1% "Q+V]:UZ* "BBB@"MJ&FV.K MV$ECJMG;WUI+CS+>YB62-\$$95@0<$ _45B?\*X\$?\ 0F^'_P#P5P?_ !-= M)10!C7/A#PY>>'QH<^A:>=*7.RS6V58D)))*J!A3DDY&#DYKAF^'OBGP,3/\ M+M<,UBO)\/:PYEAQZ12_>C]@>,GDUZE10!Q7A#XF:;XEOFT;4K>;0?$<(_?Z M3??*_P!8VX$B^X[0G9/;MG(*..1SSC MI[5YE?>,/&OPTUZP\.^+-;T^32+D2&T\17EA),]&\'ZEK\&O>';R*RL);U$319@LP2,N &%V< XZX/7O7 M [-\,1[RGD9'3\R "+Q7K^H?$G6+SP)X(E$>G(##K^MA=R0H>&MX MNS.1D'TY]R.DT?X4^%] TU+'2/[8M(%Y*6^N7L*LV.6*I*%R<\->&M* M\(Z!;Z-H5LMO:6XP .6=N[,>['N:U: ,W1= L/#\-S'IJW'^E3>?/)'O^19TO\ Z\XO_0!6C6=X>_Y%G2_^O.+_ - % &C7 M+>)_AIX1\7L9=;T6W>ZSD7D(,4X/8^8N"<>^174T4 >9#P+X\\,?\B3XW.H6 MJ_=T_P 21F=1Z 3+\X';%>=Z;ICMI&OMXJ^$LFK2ZMJ&H"YUK2##=SI*9Y(W M\E'!:/8P(4]RH;O7TC7+0^#+JS:X73/%^N6-O-=3W7V>*.R9(VFE:5PI>W9L M;G;&2: /)E\8_#G1OB9H6LGPY>^#4L;*\$RRZ$+%9+/7XM7O_$&J:O/#:RVL27B6 MRI&DC1LY BA0DDPIU)[^M:<^BZ7<_P#'SIMG-G_GI K?S% '-_\ "V_ &,_\ M)=I7_@0*YWQ[\5_ M[\._$5C9^)[">YNM+N888HG+%W:)E4<#N2!7=_\(CX; M!R/#VE9]?L4?_P 3536_ ^C:KX;U32[33["PDO[.6V6YCLTS$70KN &,XSG& M1TZT >83>+/@"\D"6FCZ7?36[;HXK/078L=I7#?NP'&&/#9&<'J 1#X.\4?V M=X@\4W'PY^&.I3&_O854%$T^")$MHMJ,&^5#N>1^ "1(I)Y&/4DTWQK&H6/7 M_#J*.@70)@/_ $LJWX;T2^TAM5N-5O[>^N]3O1=R/;6K6\:8@BA"A6D<](0< M[NIH X_^R_BWXD_Y".MZ/X2M6_Y9:=;F[N,>A=_E!]UJ2W^"/AN>X2Z\5WFK M>*;I3D/JUZ[JI]D7 ]CFO1Z* .=N? NAMH3:7I-I%H:&:"=9M,MXHW22&5) M4;E"I^:-?O Y%-_X1?5_^A[\0?\ ?C3_ /Y%KI** ,W0-%C\/Z0MA%=7%W^^ MFG>>YV>9(\LKRN3L55^\[< 8JY1>7>6\4Z?W94##\C4U% ',7_ ,-/ M!.I9-YX4T=V/5ULT1C_P)0#7">(/@MX1L_$>G7&G^ 9M4TTVMRMU!8WBQLLQ M>$Q,?-GCXVB8<$]>1TKV*B@#Q75?AWH?_"+ZM9Z!\(+VWU"YLIH;6>XEL7\J M5D(1]S73%<,0<@9&.*]ALM.LM-B\K3K.WM(_[D$2H/R JS10 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 5!>65IJ%LUO?VT-U"WWHIXP MZG\#Q4]% '#ZE\&/AYJA)N/"MC$3WM UOCZ>65KD_%WP:T72O#XN=(O/$X$- M[:%K>SO9IRD7VF/S&6-0S$HFYQ@$@J#VKV2B@#Q+_A%/#YX;Q?\ %EH_^>9M MM1V_^DU6_!GP6\(ZGHHU#Q!IFIWT[7UVT2ZM-<1N8_M,HC=HFVD%DVL=RY); M..:]BHH RM'\+:!X>0+H6BV&GX&,VUNJ,?J0,G\:U:** "BBB@ HHHH **** M "BBB@ HHHH X_\ L[Q-IVN:_)I^E:+J-CJMXETOVO4Y8'4"VAA*L@MY!UA) MSNZ$<5GR>#KW5_$&C7&J^$_"]C:6-V]Q@44 5;/3+#3U(L+*WM0>H@B5/Y"K5%% !1110 4444 %%%% !1110 444 M4 %%%% !1110 5Q7B_[''XPTJ76M,N[_ $J72=0M)U@TV:]7<\MHRJZQ(Q&1 M&^,C'RFNUHH ^;O%&H7/@#0->T[PQ;:[?^#=5TZY@:TO=*O(3I$LD;*K))-& MH,19AE2X(I+FV@O;26UNXDF@F0 MQR1N,JZD8((]"*\N\+SS_"SQG%X)U2:2;PYJKLWA^[E)/V>3.6M&;\^?? M@ ]6HHHH **** "BBB@ HHHH **** "BBB@ HKRO2X?#.E_"W0O$7C'Q#K-L MUUI=O<3S2^)+]3+(T2LVU%FY))^ZH_"N7T6QUGXD^*-1T[2[WQ!X>\'-:6TM MQ#J-]/-=WR,\X5HS*S&))-K!L'D1J<'- '3Z]XIU7XCZS<>$OAWT@'3JSMW=CW8]S4^B M:)IOAS1X-+T2SCL[*W7;'%&.![GN2>Y/)J_0 4444 %%%% !1110 4444 %% M%% !1110 4444 %%%% !1110 4444 %%%% !1110 5G>'O\ D6=+_P"O.+_T M 5HUG>'O^19TO_KSB_\ 0!0!HT444 %%%% !1110 4444 %%%% !1110 444 M4 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% ! M1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !6!XU\)67C;PM MM^B@#A?AGXLOM6L[OP]XI7R?$^A,(+Y M2?\ CX7'R3KZJPP<^OID5W5>=?$KP[J-I>VGCWPA"KZ[HR$7%N!_R$+3J\)] M2.2OO[XKL/#/B/3O%GARSUK1IA-:72;E/=#W5AV8'((]J -6BBB@ HHHH *X M)-.T[4=>\77WB'5M3MK>PU*.%&37+JTA@B^Q6SXVQRJ@&Z1CG'5JN^-_B'9^ M$C!I]G;2:QXAO>++2;4YDD/]YC_ @[L??T.//X?A;XNUK7[K7/'5AH^M&\G6 M[72SK4]M:0/Y2)\T2V[AV"QJN=Q!"\YH 2_^(G@[1_%6B?\ "':CXE\0SQ7K MB\M;&^O;]9HS;3 (%ED,;G?Y;<= I.>*ZC_A9/B^[YTCX5ZU(#T^W7<5I^>[ M.*U+;1->EU;P^LFA:#HVF:3>O=,FGZA)(3FVFA"K']FC4]YK*RX_[]BD.C?%[6_DU+Q-H/AZ%OO?V39O<2 >F9> M?<5Z510!XMX2^$FI^'%L[C5/#VB^(M3M84BCN]3\03R+$% $49M"J*,# Y( MP.:]%T'3]<_X2K5-9UZUT^T^U65K:10V5X]S_JGN'+,S11XSYX !Z&NDHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@#R M5_C/J,_Q _LS2/"%]J&A133VLU[;@O.SQ/$CRI$.3&C2@'N=V01M93M>)/B% MKUAXYE\,^$O!Q\1SV]E'=W$G]J1VGE;V90N'4@] >#WZ<5XIXEU-]/\ BS=S M^$=/U/PQXQ\R:,:; S3PZE(9X=LA!0#9)&978?=S"AZ\G7^*5KX33QYXN?Q/ MIFL0^);JVA;PY<1SR2)<3"/:GDK&B[2'"@ARW.<8/4 ]0\5?$_4="U&TT;2? M"E>(W&M77P]\:67B'XABXB_M+P9'9/WNDBDE>*12K)YDKR $'D'#C(/2@#NJS MO#W_ "+.E_\ 7G%_Z *L74=\[+]BN;>% M<7_H H T:*** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH *\EU6*Y^#WBR;7["-I/!6L7 M;5+:-<_V9.QQ]H0#^!C@,.WY"O6JBN;:"]M9;6\A2>"9"DD4BAE=2,$$'J* M%@GANK>.XMI4FAE4/')&P974C(((Z@BI*^?KOP.W@OXAZC%I7A.V\;:!!I]M M,VG7T:37-A')+F:-;\9_#.*TM'T;P7)I>LV^I6$Z1IX= M$%PH2[B9U5E7ABJLN,\DX[T ?0->?>+?B'='6'\)?#ZW35O$S#$SG_CWTU?^ M>DS=,CLO7/X YLMY\0?B/^XTZTG\"Z XQ+=7:@ZA./1$_P"67'<\CJ#VKM_" MG@_1?!>CC3M M!#&3NEE8[I)W[N[=6/^1B@#,\"_#ZT\'QSWMWE2T44 %%%% !6=X>_Y%G2_^O.+_ - %:-9WA[_D6=+_ M .O.+_T 4 :-%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 % M%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 44 M44 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !111 M0 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% '-ZAH.N?\)5Y_U3S.&5EGCQGSR""#T%5K[P[XJU=;:WU7Q!H[6D5[;7 M_BMKP"\LA%:/OB;YLJ%4-* ,$^7@D<4 ?0^K>(-&T"..37= M6L=,24E8VO+E(0Y'4 L1FM"O![FRT3QI\5M2&HVJWNEP^"HYM.BO!N\I'P1( M-V2'PWWNH]:[OX(75Q>?!7PW)=NSR+;M$"W]Q)&1!] J@?A0!WM9WA[_ )%G M2_\ KSB_] %6+K4(;-E69+ABPR/)MI)1^)53BLO1]4AM-#L+>XM[])8;:.-U M^P3G#!0",A/6@#=HK._MRT_YY7__ (+Y_P#XBC^W+3_GE?\ _@OG_P#B* -& MBL[^W+3_ )Y7_P#X+Y__ (BJVI:TK:3=K8Q:A]I,#B'%A.#OVG;R4QUQ0!M4 M5G?VY:?\\K__ ,%\_P#\11_;EI_SRO\ _P %\_\ \10!HT5G?VY:?\\K_P#\ M%\__ ,11_;EI_P \K_\ \%\__P 10!HT5BW6M*;FR-O%J'EK.3/BPG'R>6^/ MX.?FVU9_MRT_YY7_ /X+Y_\ XB@#1HK._MRT_P">5_\ ^"^?_P"(H_MRT_YY M7_\ X+Y__B* -&BL[^W+3_GE?_\ @OG_ /B*K2:TO]K0,D6H?9A!*)/] GQO MW1[>-F>@>@#:HK._MRT_YY7_ /X+Y_\ XBC^W+3_ )Y7_P#X+Y__ (B@#1HK M._MRT_YY7_\ X+Y__B*/[5__P""^?\ ^(H T:*Q;76E%S>FXBU#RVG! M@S83GY/+3/\ !Q\VZK/]N6G_ #RO_P#P7S__ !% &C16=_;EI_SRO_\ P7S_ M /Q%']N6G_/*_P#_ 7S_P#Q% &C16=_;EI_SRO_ /P7S_\ Q%5M/UI5MG%Y M%J'F>?*1FPG/R>8VSHG]W;0!M45G?VY:?\\K_P#\%\__ ,11_;EI_P \K_\ M\%\__P 10!HT5G?VY:?\\K__ ,%\_P#\11_;EI_SRO\ _P %\_\ \10!HT5B MZ;K2KI-HM]%J'VD0()LV$Y._:-W(3'7-6?[9Y\1. M+"5__P""^?\ ^(H T:*SO[5_P#^"^?_ .(H M_MRT_P">5_\ ^"^?_P"(H T:*SO[5__ ."^?_XBJUUK2FYLC;Q:AY:S MDSXL)Q\GEOC^#GYMM &U16=_;EI_SRO_ /P7S_\ Q%']N6G_ #RO_P#P7S__ M !% &C16=_;EI_SRO_\ P7S_ /Q%']N6G_/*_P#_ 7S_P#Q% &C16+)K2_V MM R1:A]F$$HD_P! GQOW1[>-F>@>K/\ ;EI_SRO_ /P7S_\ Q% &C16=_;EI M_P \K_\ \%\__P 11_;EI_SRO_\ P7S_ /Q% &C16=_;EI_SRO\ _P %\_\ M\15:UUI15__P""^?\ ^(H T:*SO[5_P#^"^?_ .(H_MRT_P">5_\ ^"^? M_P"(H T:*Q=/UI5MG%Y%J'F>?*1FPG/R>8VSHG]W;5G^W+3_ )Y7_P#X+Y__ M (B@#1HK._MRT_YY7_\ X+Y__B*/[5__P""^?\ ^(H T:*SO[5 M_P#^"^?_ .(JMINM*NDVBWT6H?:1 @FS83D[]HW?$3BPG'R>8N_JG]W=0!M45G?VY:?\\K_ /\ !?/_ /$4?VY: M?\\K_P#\%\__ ,10!HT5G?VY:?\ /*__ /!?/_\ $4?VY:?\\K__ ,%\_P#\ M10!HT5BW6M*;FR-O%J'EK.3/BPG'R>6^/X.?FVU9_MRT_P">5_\ ^"^?_P"( MH T:*SO[5__ ."^?_XBC^W+3_GE?_\ @OG_ /B* -&BL[^W+3_GE?\ M_@OG_P#B*K2:TO\ :T#)%J'V802B3_0)\;]T>WC9GH'H VJ*SO[5__ ."^?_XB@#1HK._MRT_YY7__ (+Y_P#XBC^W+3_G ME?\ _@OG_P#B* -&BL6UUI1?*1FPG/R>8VSHG]W;0!M45 MG?VY:?\ /*__ /!?/_\ $4?VY:?\\K__ ,%\_P#\10!HT5G?VY:?\\K_ /\ M!?/_ /$4?VY:?\\K_P#\%\__ ,10!HT5BZ;K2KI-HM]%J'VD0()LV$Y._:-W M(3'7-6?[5__ ."^?_XB@#1HK._MRT_YY7__ (+Y_P#XBC^W+3_GE?\ M_@OG_P#B* -&BL74-:5K9!9Q:AYGGQ$XL)Q\GF+OZI_=W59_MRT_YY7_ /X+ MY_\ XB@#1HK._MRT_P">5_\ ^"^?_P"(H_MRT_YY7_\ X+Y__B* -&BL[^W+ M3_GE?_\ @OG_ /B*C;4C=W]C'9I>*OG,9S):2QKL\M^I90/O;: -6BBB@ HH MHH **** "BBB@ HHHH **** "BBB@ HHHH **** "O./%?P3T#Q5XM777O-0 MT]IV!U*VLYBD=\ C( W]TE6VDCJI8<%BU>CT4 <-XK^$N@>*I+67[3J6CSV] MF;#S=)N1"TMMC_4OE6#)[8KKM*TNRT32+72]*MUMK.TB6&&)23M4# &3R3[G MD]35NHKJXCL[2:YFW>7#&TC[5+' &3@#DGCH.: ):*\H\/?&W2[D2ZMXJO\ M3]%T?4)=FBP.6>YE16*O+*%R$4L,#.,8//<^IV]Q#=VL5Q:RI-!,@>.2-@RN MI&001U!% $E%%% !165XG\16?A/PQ?Z[J8D-K8Q&1UC&6;G ]R2!^-8/AGX M@+J,ZV'BVULO#.LS./LVE3:I%//+&5!#X7&,Y/R]>#0!V=%%% !117.^-O%R M>#M%@NEL9M1O+V[CLK&RA8*;B=\[5W'A1A22QZ8H Z*BN9\+>-+37E6RU"2P MT_Q BL;G1XM1CN9;?!(P2N,G&"<#C-=-0 4444 %%?>*OB->Z1XNDT;2;"Q:#3K>*[U:_P!1O!;Q M6\3OM&W@ECU/3T R3B@#T&BLCPYXKT+Q=8O>>&]4M]0@1MCF)N4/HRGD?B*U MZ "BBD9@JEF( R2>U "T5YC8?%T:U\3M/T;1K'S?#MR\]I_;#@A)[I$W[8C MT*@*1GN3QTY].H **** "BJNI:E9:/IEQJ.J7,=K9VR&26:0X5%%<+X ^)EU MXT\7:G8SZ4VFV LXKW2C."LUU;EV0RD=@648]CWSF@#T2BBB@ HHK&\5>*M* M\&Z!-J^N3^5!'\J(HR\SGHB+W8^GX] 30!LT5Q/PS\:ZEXRL-6.O:6-(O["_ M,)LB3OCB9$DC+Y_BPQ!Z=.@Z5VU !1110 45R7COQTGA.WMK+3K1M4\0ZDQC MTW3(S\TK=W8_PHO4D_XD/^&OB2\\5> [+4=7$:ZD'EM[Q(UVA)8Y&0C&3C[H M/XT =51110 445QGC/X@2>&]4AT?1-#N/$&LO:M?/9P3+%Y5LIVF1F;WX ) M)&* .SHK'\+>)]/\7>';/5]+D'EW,*2F)F!>+<,[6 Z'K^5;% !1110 45YU MXN^+2^&]6U"VT_P_>:Q:Z*(FUF\@E5%LA(,J #S(V,$@8P#R:[^TO;:_MEN+ M*>.>%NCQL"* )J*** "BBO-HOC%;2^(K6(:)HV^D:3>:E?.4M;. M![B9@,[412S''T!H M45Y=H'QA>XUJQC\6Z9:>'M*UFS:]TJ^N-1C/F("N%D M!P%8A@<9[XYYQZ@CK(BNC!E89# Y!'K0 M%%% !161XJ\36'A#PU=ZWJWF&W MM@/DB7<\C,0JHH[DL0/Y\5R_AKXKVFJ^*!X:\1:-?>&=:F7S+6VOP"+E.?N. M.,\'CV(&2* ._HHHH ***YKQIXT@\(6MFJV%SJFI:C,8;'3[4#S)V RW)X MY)H Z6BN.\$?$G3/&=S>:;]FN=*UO3SB[TN]7;+&,XW#LR\CD>HXY&>QH ** M** "BN-\8_$(>&M8M]%TK0[[Q!K$UN;QK*R S%;AMID8GWX '4CM5[P1X[T; MQ]HK7^B2.&A;R[FUF7;+;/\ W7']1D'\#0!TE%%% !117FWB?XIZGI>OZI8^ M&_"-SK]MH2H^L7,=TD1@W+O 1""9"%Y./3'O0!Z316)X1\7:3XW\.P:SH,_F MVTN596&'B<=48=B/\".#6W0 4444 %%>87?QOT^ROY9[C0=3'AJ*\:Q;7E4- M$LRG:XAN[6*XM94F@F0/')&P974C(((Z@B@"2BBB@ HJ& M\NX;"QGO+M_+@MXVEE?&=JJ,D_D*\XTGXV:?=:GI\6NZ'J&A:=K'.E:G=E3# MO.* /3:*** "BBL7Q;XHL?!OABZUO4UE>&W"@1PKN>1V8*J M >I8@>E &U17"^%_BA;:SXD?PUK^DW?AO7@GFQ65ZRL+A/6-QPQX.1['&<'' M=4 %%%% !17*^.O&4GA.VTZ'3]-;5-5U:Z%I8VOG"%6?&26<\* !]3P/<4_! M'Q)@\4:E>:%K&G2:%XDL/^/C3+APQ9?[\;<;UYZCU'8@D [:BBB@ HHHH ** M** "BBB@ HHHH **** "BBB@ HHHH **** "BBFR.L4;22'"J"S'T H JZKJ MUCH>ESZEJ]REI9VX#2S2'Y4&<<_B17F/B;XK:EX4^*5W;W5F;SPE:6MM]NN; M>++V$DQ?;(V.64XY_#'/#5HOBK?:[_9=QK'ANT_X0?Q/>MI%M.UQNG+,613( MG0*Q5ACJ "<],]%X&_XEMSJ7P_\ $:K=S6,(^QS7" G4-..0F[^\8\F-A]#W MH Q;KP;IWANVU'5? 7@^'Q=%XJ?,T+7L4=O;PE"1L+#[C,Y) ]>V!7:?#?PS M=^#OAUH^@ZC<"YNK.$B5U)*AF8MM!/4+NVCV J3P9X+L? ^GW>GZ1W6]N8H&NI1! )'"^;(02%7/4X! MX]JI>)O$-GX4\,7^N:GO-M8Q&1UC&6;L%'N20/QKS*Z\80>-[?4/"7Q!LK7P M;J+007VE3RZG&Y#L28G1OE_>*R]!R>1QW *R?$.W\4ZQXB\%?$"U6WT34]0N M=-TK5(AMBD,;;?++'($@.&#=">W3/+7?PS\76>D:KX3O/"EOXBN[VX26Q\5_ M:5CD@"A54N3\XVJO0'G)'->J:';Z9\2? -[H7BW3(([^WG>VU:UC0(8[H<^< MG'&[(=6[AN_-=9X:T>3P_P"&[+2IM1N=3>UC\O[5=$&20#IG'H./7 Y)ZT 7 MK.*6"Q@BN)3-+'&JO*?XV P3^)YJ:BN=\<^*QX-\+R:HMHU[<-+';VUN'""2 M61@J L>%&3R?2@#5O-6LK2=K66\@CN_LSW*PNXW&-,!GV]=H)&3[UXCH_BD_ M&/PC#X4\: ^'_$\BIJ6CWL:E$G*Y,S M^(^A3R2VVF6EUYHG7H]J7(P3(@^X"2#M]#CJK_PYX:^*_P /]+N+'-DB(LVF M7=H!'-I\B\87'W2I7:5_V?4 @ \TT7P%XL>^\-Z3>>#K;3M2T/55N[CQ5;W* M8NH=Y9\@?,[/D#!_$ $@?0]1VT306L4+S/.T:!3+)C=(0,;C@ 9/7@"I* "N M.^(GC(>&_ _B&^T>\M&U72H8V,3G?Y32,%CW*#G+9XSUI/&WCB]\/:EI^B^' M-!DU[7-022:*T%PD"+$F-SL[<=\ =_Y^>OXYT[6]1D\86FF26FI:*/L/BO0; MA [M:;\&0#'[SRG&[.,XW XXH DUJ#_A=GAMH;21_#?C[P\)8I[.1BA7S%V2 M)DC6,MKJ+V\R%-2+(%151.P;Y\G M/89.!7H&L>"-)\2^(=%\6:?>2V6HV962.^L6'^E0$9\I^"&0@_D>.M=;0 44 M5YQXP^(>O67B2_T3P5HMKJ=SH]D+[4GO)_*"H>5CC Y9R 3GH./6@!/B+\0; M[3M#L9? $EMJ>I-KJZ9):E=V]E5VDBZC:?E SZ'CKFN5U_1+7XQV-GXS\#2Q MVGB32WCBOM*OQA93'()!;SK[,N02,'H<8^77@URTL=2T;XCV47E^'?$Z0QZM M%)R+*XQLBN,]!R3$[E '-?#SPQX@B\'6U"UCMO[-LYUE\QU8DS.5^7., =3R<^ M_I=%% #9)$AB:25U2-%+,[' 4#J2>PKRSQ[\4[GP[XDT7^R;.+7?#]UILE_J M*VR^9(+;?X:L=571]1U>6[2,0W!( M# 1GDJN1EB0.M.\"7FDZ%XKD\.6=S97^BWZ33^'KV!TE0(6W7%F'7(^5L.%S M]T_[- %OQ+H%CXM^%VGW/PY>UCDTQX]1T-K90L8DCR=F!C&X%E(/<\]*[70+ M^[U3P]87VI:?)IMW<0+)-9RD%H6(Y4_YSZ@'BL;PGX"T_P &:MJT^AW-Q#8: MDZRC2\CR+>3GZEE>#]:BF@L'N;O= M*_B5%I_Q'U;P[XMTFWO_ ;"EI#=7)@WK9S2J70R@YRIQUQQA>_7<\=Z7J4& ML^'_ !QX,M?[2N=/_P!&N+.W8?Z;92D9"GI\IPPYQU/:HOA_-9W^GZEX+U_[ M+J!\AZX(]ZZ;P5X/A\$:+)I-EJ%Y=V0G>2VBNG# M?98STB4]=HYZYZT =$#E02,>Q[445E>)_$-GX4\,7^N:D'-M8Q&1UC&6;L / M'0-6:$&'S86V!"3G;(,\-QDGMQ537O'$OB8V_A;Q]X?E\&:AJ M)6Z\/ZFUTEQ&EPA!C8LH^1@2H(]&P<9&>QT:#2/B=\/+G2O$NE0PW*RO;ZK9 MJH5K>\4_,ZGL23O5NX8=>: &:AI&L>'OC#;>(-#LGO=,\0Q)9:Q%&0#!)&#Y M5R<]@N5/MTR2!7H%9?AK1Y/#_ANRTJ;4;G4WM8_+^U71!DD Z9QZ#CUP.2>M M:E !6;?:[IUC??V?->11WSVLEU'"^^"1QG/7T-97CWQB/!>@0W<=H M;V]OKN.PL;;>$66>3.T,Q^ZO!)/M7!R:CXB\9R:EIU]I]KI7COP=-'?6+6TI M>&Y612=@)YVNH*,">ZGM@ $WPK^*$WB.;3M/\>6$5AXAN;8SZ9>&(*E] _)\ ML]F^494'G:#VP.A\/>'M9\*_$[6$L+=9?"^N!M09O, -G>UDA_=W&FSH<%5./E967:1TX^E=M;PFWM8H3+),8T" M&24Y9\#&21W- $E%%<=XU\;WOA_4].T3PYHAUS7-122:*U-PL")%&,LS.W'? M '?GIW #XB>,AX;\#^(;[1[RT;5=*AC8Q.=_E-(P6/U&6.TN-%^(NBV,M&URUTOXBZ. M;22>.T$?B/0UF2:7[&7Y=HQR3$WS@D#*D]*[_6/!&D^)?$.B^+-/O);+4;,K M)'?6+#_2H",^4_!#(0?R/'6@#@?AMX5O%\?Z?K>G>#KCP9966F/9ZC%,X_TZ M4XV[5!R0"-V\]>*]KHHH *\Z^)'Q"U#0=+T>Y\$QVNMW%UJK6DMI&=[2K&DA ME12#PP*8[\]C4OC#XAZAHWBK^P]#TZRF:ULUU#4KO4;P6\-O 7V @X))ZD\< M<=2<5@:-XE\-6?Q 75O#U_9ZCXVO@^[U#PII=VUC?:M'60$XSD Y[4 /\ M'7Q6N_#/B?0WT6UCUK0I].DU#4/L@WRI;[D59T.<%1NSCN,YQU'+Z]X,T1-0 MT3Q9X1\/7'B[PI>R3W%YI5M<-*BRR !9D@8XR/F!'&#QQ@8Z?X>:CI6EZ]'H MUD\-SH6KP27GAJ[VCY8F.Z>SR1D;&^8+Z<'[M=7X3\!:?X,U;5I]#N;B&PU) MUE&EY'D6\G.YHQU&[CCH,?3 !F?!_P -ZEX7\%36FJ6[623ZA/=6>GO+YAL; M=R"D)8=2.2?=C7>45'<7$=K:RW$[;8H4+NV,X &2: *^JZM8Z'I<^I:O26<(^R2W" _VAI[95-W]XI_JV^@/>@#B-5^&XT/Q!<7' M@OP-I_BCP[K6F+!;J]\,63DLV]6D+$(VX-E3VXQCGUKP'H%UX6\ Z-HFH7(N M;FQM5BDD4DKGT&>PS@>P%)X,\'6?@?2)M+TNZNYK)KAYH(;F3>+96_Y9H>NT M=><]370T %5[G4+.SFMH;NYBADNY/*MTD<*97VEMJYZG"DX]JSO%WB>R\&^$ M[_7]4#M;6489EC&6>*E\<0:EX4\<6UGX+\06IM[S29)M1 MBD(F;+1.AXRP9<$#J&QWH SXO'5KX]GUGP1\0[?['IVJ7]Q;:+JUN-D#G!'(W9OC3X>>(Y+BVTN6;6O%FO%(!I6NM;1V]MI2I,"2[@DL M^!DDY)X[UZ'I=EH_Q2^',^D^(]+BM;N&9X-1M8E"/:7BDEI$/8DG>&YR'YSD MUV&@:7+HOA^RTVXU"XU*2UA$;7=R1YDN.YQ_^OU)/- &C117-^._%I\'>'4O M8+,WUY=745E9V^\(LDTAPH9C]U?4T :6K:W9Z;%<1O=V\=Y'9RW:0R/\QC0< MN5SG:"1D^]>,Z'K_ /PM[2]*TGQ//-X6\:V*IJ6DWT" "X1ER)(U)PP*_>3/ M;V(&GK7B6'Q&EGLO='@^(N@S22Q:9:7/FK.H)66UWD ,708*C)# >AKJ-0\- M^&_BOX(TC4-/=[!H52;3+VS CFL'7 *#'3!7:5Z97U - '$Z7X,UE/C%IMV; M35KS5+&]DGU;Q1>0I;0WL+0+&(HT3@CY0 .W)[\>YTV)#'"B,[2%5 +OC+>Y MQ@9^E.H *XOXC^,Y/#O@;6[SP[\$0@D._9)+(@564$$$J^1^?2G>- MO'%[X>U+3]%\.:#)KVN:@DDT5H+A($6),;G9VX[X [_S\[3QYIFIZY)XP@TU M[*\TUDL?%VB7*;W2$2?)< 8^#/'.AH M;'4(# LS1H3DH\;X#IG)4],GD9 Q!\+O"M[I_P 2+G5+31M5TO3X["2UOKG5 M0LO67B2_T3P5HMKJ=SH]D+[4GO)_*"H>5CC Y9 MR 3GH./6@"/XA_$34-/TS2)_A[]GUB\FUE[*:T"Y,OE)(98P?X6!4<_3&1UQ M_P"Q-#^)=G>^-O!^J:SIVH7-J;;5M,T^:.*6X9%QY,@?A9.-H8G&*LZ9KEII M^M:/XZLHO*\-^+A&+^-_F^P7Q79'-GH W,3'CG:3UKM+?P)I=EX_E\6Z<\]E M=W,!BO+>!@L-V:&/#EGJLEO]DT?[ M0)C (HRK2$CC+DY['CFO3*** &3SQ6MO)/21VPJ*!DDGL *\F\4^ M.?%>J:[KEOX#N]/M+/P[IL6I2374)E_M(21^8!&>@3:,;ASGOCI8U#XQB+7F MC;0%?PFNK?V)=:S/=HBI.>&S$P_U8/5B<8R?:H?##VEM'K/@*QO[:[TO5+.X MF\.WT,JR))"P99+?>,@F)FX&2=I'I0!@Z39:W8Z:OB3PQH2>(?"GB^ 76J>& MS(H>VF<#S&BW<,N>,?3@8!'?_"#P_JOAKX?0V&LPM:M]IFEMK-Y?,:T@9\I$ MS#J1R?QK ^$/PWUK1(;'7/&]Y))JEI9"QL+!),16-O@ @A>&=L D\]N_3UB@ M JO?ZA9Z79M=:E*-#F3X@0:9HWA?7H'33O/O-]S<+O*;F100F,9W9^4XY/4 &9KGQ(\5/IVJ M>*G_ +.7PG8ZLVDW>C30$SRP[Q&\C/V8EONC@#KG',6K>#?$WAC0=3\%+X?; MQGX3NU=M+*3JESIDAR45BW8$Y##W]=M6=3@UCQ;\(];\#P217OB/1GMY;:56 M4+J5MYBO%<*3P=R@@G)^<')YKOOA[X*N_#%M>:CK^I2:GXAU=EEU&Y+GRP0/ MECC7H%4$@^.F>^*W**Q MO%WB>R\&^$[_ %_4UD:VLHPS)&,LY+!54?5F _&@"QK>N6>A6)GO95#LK^1! MN >X=49]B#NQ"GBO$;O7/$/C'3=!@\:S:?-X9\=LUO#:6L)6;37^]"P<_?(( M7.>,YXQ6KK?C*7Q1/'X-\?Z!+X+UJ\9;K0;YKE+B-;A&S&=ZC"L#@$=\D<9 M*>(X_$_Q$\*^&KOPM%#I_B;0=5-MJ$#[0MC*(V1WP>JCY67&2 3]!5SW@CPA;^ M"O#::9!=7%[,\C3W5U<2%GGF;EWY)QD]OYG)/0T %#])LVL[,7VIZG>1V%A;-((T>9\ MXWL?NJ,']![UP12)N,0)YVR(",=CL M/'2@#-O]*\0^)O$J> _'6O0W\U[IXUK1]5M;/[/+I]RC8VA1C*@$\GG ['I> MT[PUX^U[QKX7O?$VE:=!-H,Q>3Q-9W:DZC;[2!&(A\WS9Y)P.6P!G!7Q+X:U M;XI^(?#OB7PAJK:;I&H:5)9ZG<(0)H8_,#-"!U#DY4XZ;3GT/K.AZ+8^'=#M M-(TF+R;.SB$42%BQ 'J3U/>@"_1110 4444 %%%% !1110 4444 %%%% !11 M10 4444 %%%% !7DGC7Q_P")O"GQ1GDL[&;4_"^G:9!+JMO'$-\'F22#SD/5 ML!1D9QC/3&X>MTA56!#*"&&"".HH \?^)-E%JGPQ\+ZC\,=-M]2MK'7+34+: MUM(\1R %Q@@8Q\[@-G!'.<8-=CX%\*:EI5G_ &CXPU#^U_$-P[RR3LH*6@DV M[H8>,JGR+QT)&<"M'PMX+T?P:=170(Y;>#4+G[2]L9"8H6Q@B-.B@]<#^0 & M_0 4444 07ME:ZE92V>H6\=S;3+MDAE4,KCT(/45YA\5?"MQK?VC2]!^']GJ M=QJMFL#:Y+-%$+-E.$X/S_*,GC&>!ST'JU% &+X=\,V>@6D+*BRZB;*WM;J^ MVX>Y\E-JLWOR?S]A6U110 5C>+?"]AXS\+7FA:LI^SW28WK]Z-@[&Y3D893CI_B<\)X.\!:E!\3HK^;0KFPLM/@O(+S4M1NX MYIM<:9\AF5. .2W/'(':O9J* *VFZ=::1IEOIVFP+;VEK&(H8DZ(H& *LT44 M <3\5]7UW1_!D4GA.4QZM4##9!PIZ$^_O5#PEXCT[QS8ZU' M-I<6D^,HK0V.J6DJ 3)@$*0W5H\MD'W^A/HI&>M<_J'@K1M1\8:=XGDBDAU; M3PR)/;R&/SD((V28^^HSD _RR* /,/@_X/\ %.HZ%8-XU#6&A6%F]E;:"8\+ M=AB=\MPK9SD]![9&/XO;P J@*, < #M110 4444 C3\1Q^?/G!D9FXW!2>3D]JYSX:?#XZ>NI:GX@T.UTUKS5O[2L-*1UD73 MB$*@@KQN()R!P./P]-HH **** "O$;WX7ZYX*\87VJ^"M$T_Q+HNJ0R0R:+? M2K%]D#L&81L_&PGDCT.,' ->W44 QJ M[10!X)XP^$VI6VFQZ'IEIJWB[[1:M:6-YJ5]$D.C+O1L@ !F/R#GT4*.I%>T M:1H=II327$<,9O[J.);RZ"X:Y:--JLWKQFM.B@ I&8(A9NBC)P,TM% 'A_P_ M^(5WJL>E:/\ %JPC;^U)/MFB:E=0*L=PP<[48=$D4_=]01WP6?XD\,>-=1^- MFN6WAMVTO3=:L;3[9K2J=]O"@*LD3?\ /1B/J!SQUKU3Q5X3TCQEX>FT;7;; MSK:3E2O#Q,.CH>S#U_ Y!(K2LK1+#3[>TB>5TMXUC5II"[L%&,LQY)XY)ZT M1:9I=KI%D+:SC"@L7D?: TTA^](^ ,LQY)[UA>!KW4/B9I&I+X(M?"&DZ#%K M>(?'7AK3='M;[3X[&728)EG6ZD24.+A]O (VJ!U./3'/K5% !1110 5Y5XM^ M%L%I)J^LZ$=9NH;^9;F^\-V-S'%#?RA@226'R@]6QR<<>E>JT4 ><_#'P*VF M>&F/B32(+25M:FU73]/WB7^S X"HBL.,@;CQQ\WK7HU%% !7D?C;Q]XE\+?% M"=[2PEU3PMI^F02ZK;QQ#? )))!YR'JV HR.F,],;AZY2%58$,H(88((ZB@# MQSXC6O\ :'@3P9JOPLTRUU.VT_6+>YL[:UCQ%C#!20,;0'QNSC!ZXP:[?P/X M3OM%TZ.[\5ZB=9U^1I)9+N101;^9M+Q0G&5C^5>.A(S@=*O>%O!>C^#3J*Z! M'+;P:A<_:7MC(3%"V,$1IT4'K@?R WZ "BBB@"O?6%IJ=E)9ZC;175M* )( M9D#H^#GD'@\@5Y9\5?"-UXBFO-)T+P#9WD^K01B3Q#--%']E=#@9'WSM4#&, M9SC!KUNB@#+T7P_9:*K2PQ(U]/##'=W>W#W)B38K-ZG'\ZU*** "L+QGX2L/ M&_A6[T/4RR1S@-',GWH9!RKK[@_F,CO6[10!X%8_#/QNT.C^%]2TG23:Z3JH MOX_%$Y:=I5AI$,T6F6L=K'-.]Q(L:X#2.-/ -GXQET^]%_>:3JVF.7L]1LF"R1[L;E.1AE..G^)SP7 MA+X?Z@OQ*2\NM N++3[&WO+:^U#4;J.:;7#,V075. O);GU [5[110!7L+&V MTO3K>PT^%8+6UB6*&).B(HP /P%6*** .&^+.L^(='\,Z?\ \(Z7K$D>FQZ7XK6U-AJEI,@$\+ ,%!/5 MDR20?\*]!(SUK NO!6C77C6S\5^5)#JUK$T1E@D*"=",;9 /O@=L^WH* /+_ M (/^#O%&I:'IS^-E:PT+3K5K2UT%H\+=Y;+2SJV<_,,J#Z C'\7M]%% !111 M0!R7B[1+&W\.R2Z?X+M/$,\=[]M73\11B29CAYB7X+;68Y()/'U&#\,/AZ=' ML;J_U_2+:PN)]7EU.QTZ-Q(NF[DV!0PXSM)SCCICI7I=% !1110 $!E(89!X M(/>O#9_A;KW@?Q1J-SX.T+3?%&@ZM;FV.EZA,L;6*LY8JK-P8\LQP.3GID G MW*B@#B_AQX#3PCX3T2#55ANM;T^R>U:\4$E4>0R&($]5!P!_N]LXKM*** "L M_7M#L/$N@WFC:Q#Y]E>1F.5,X..H(/8@@$'L0*T** / _&'PHU=+>/0]-MM6 M\4RW%LMM::QJ=]&D6C(LJM\JC#,V$&3W &>17MUAHUEI]W+&+N MY5<-.47:I;UP*O44 %(S!$+-T49.!FEHH \/^'WQ"NM4&CZ5\6=/C+ZA+]MT M+4[J!5CG<,P",.B2KD[?8CN06-6\*>-=0^-WBFUT*632-'UN.QFO-9C!$D<4 M46PQ0M_?9@<^@ ^A]7\5>$](\9>'IM&UVV\ZVDY4KP\3#HZ'LP]?P.02*TK* MT2PT^WM(GE=+>-8U::0N[!1C+,>2>.2>M #-.TZUTJT%M8PI$FYI&V*%WNQR MSG &6)))/Z)YT\<4>L7'D320/);:%>S1[XW*. Z0E6PRL,@D M9% '245FZ+K]AX@AN9--:X_T6;R)X[FTEMI(WV*^"DJJWW74YQC!K2H ***R M_$^M?\(WX3U76OL_VG^S[26Y\G?L\S8I;;NP<9QUP: -2BO"[/X_^+=1LXKO M3_A!K5U;3+NCF@EE=''J&%O@BO8++Q#IUW=0Z?)>6L.K/;K/)IK3KY\0(!Y3 M[V!GKB@#4HK'A\7^&KFV@N+?Q#I4L%Q7G.-VTG&<'KZ&@#1HK-A\2:'<:T^CP:SI\NI MQYWV272&9<#)S&#N&![4M]XAT72[^WL=3U>PL[NZ(%O;W%RD"K#7[;0;6,W>KG36M[G68H @'_+17D50[?],P,G\*[K M5O%?AW0;E+?7->TS39W3>D5Y>1PLRY(W ,02,@C/M0!K44 AE!4Y!Y!'>O)_ M%7QQ.F>*;G0/!GA+4?%UY8$K?FRW!+=@0-N51R3G<#D C&3S@ ]8HKA/ /Q M7T?QKH6HWEW$VA76D/LU*UOI HMNOS%S@;>&&2%(*G('!/4:=XET+5[QK32= M:TZ^N5B$S0VUVDCB,@$.54D[2&7!ZG:F\(!D6 MSNXYB@/0G:3BI(?$&C7%E=WEOJUC+:V+,EU.ERC);LHRP=@<*0.3G&* -"BL MF7Q7X>ACMY)M>TR-+J%[BW9[R,":)5+,ZG/S* "21P ,U9TK6=+UVT-UHFI6 MFHVZN4,UI.LJ!@ 2NY21G!''O0!=HHKB/"_Q,L-G7-^B[VM8;N-Y57@Y* MYQR.W<4EYXHT#3M5BTS4-[C25RQPN$)R: Y5&)"G/3MT'(R,XR,@%ZBBB@ MHHKSOQW\7;'P!XWT31-6LIKNEU#S]HMANVY*;>1G!)R,#/7% 'HE%> M//LGQ>L/ _\ 9V_[9IIO_MOGXV89QLV;>?N==W?I6)X]^,VG^ _&VEZ!U MTETB2WMVLVT6,32; [#:=W%/C9=:KXMLM \7>"M4\*S:EN6QENRY69P,E?F MC0CL,C/)&<4 >L45XQJOQWUVW\6ZSHF@_#C4-=&DW36\L]E<._0D LJPMMS@ M\$]C7<_#GXB6'Q$T*6\M+::QO+27R+VQG.7@DQTSQD=<' Z'@8Q0!UU%>:^' M/C-I_B+XJZAX-CT]H4MWFBM=0,VY;N6+'F(%VC&!N.=QX7/<5H_$?XHV/P^2 MRM5L+G6-:U%MMEIMK]^7D#)."0,G P"2> .I !W-%>5>$?C>-8\56_AWQ?X5 MU+PGJ-[_ ,>*WFXK/UXRR(021@<$$\9!P#Z1K.L6/A_1;O5M6F$%G9Q&6:0C M.%'H!R3V [F@"[17AX_:/EB:/4;WX?ZW;>&)9-J:PV<%#D*VW9L))["0]\$U MZ_<^(=&LM&AU:^U6SM=.G5&BN[B=8XW##*X9B!R.E &C16:YAAU_2Y);2 W-PB7L9:&( $R. M,_*H!!W'CD4 :]%92>*?#\FB2:S'KNFMI<;;7OEO(S AR!@R9V@Y('7J13K/ MQ-H.HZF^G:?K>G75]&N][6"[C>55XY* Y Y';N* -.BLS5/$V@Z)@W,0,\ M'B@"Y17/:UXNM;3P1=>(]!DL-8AA7,174HH8)3O"D>>QV+@YY/<8ZUSUS\8- M%L/$_AO0M1-K;W.L6HN;F8ZA$T%B#"753(#ARS *O0,&!!/ (!Z%169>>)=" MT_5H-+O]:T^UU"XVB&TGND267<=J[4)RE &M14%E>VNI645YI]S%=6TR[XI MH7#HX]01P14] !115'6M7M/#^A7NKZBS):V,#SRE1D[5&3@=SZ"@"]17B-K^ MT5 -8TOPW,XW8P>W\>?$27PEJ>B:1 MHVAR:]K&M.XM;9;I+=-J %B9&! /(P,<\\CC(!V]%PW4C MPHJ_>)<0;<#!SSQB@#WRBLWP[KUGXH\-V&MZ9YGV6^A6:,2+AE!_A8D^#O 1UZWT:Y%M-=_P!L16P,F,D;77L(H/#GASPM-XAUW[#]ONK2.\2%;:+./OD'F3:UIMM;ZA/<7L,4.F-MO)' M;:L!V+)\Q/3Y'4_B* +U%,@F2YMXYX23'*@="5(R",C@\BGT %%%>1^+OC5J M^@?$#4/"VA> [WQ%-8QQR/)9W#EMKHK9*+$V "V,YH ])C MJGAF\T36?#UFUY+IEVY!DC$9=?F**5)P,Y7HRD9R<KW/POU9 M-$)#2:C%.[QK'NP6#&$*<<_Q 9XR* />**X7Q-\6_#OAOP)8>)]TM[%JB Z= M:P#]Y<,1G;C^''\1[=,$X!YC0_CU<2>*-/TCQMX'U3PHFIOY-IPT5GZ_JG]A^&]2U;R?/^P6DMSY6[;OV(6VYP<9QC.# M6+X8\?:9KOA/0]8U*>TT>;6D+6]I<7:[G8'!5"=I<].@[B@#JJ*P)O'/AE/# MNH:W;:YI]]8Z=&7N)+2[CD"G'"Y#8#,> "1DD51\%?$31_&/@L>(EN+6QBC# MM=12W2,;159@#*>-F54-SV/?K0!UM%9MIXCT._TF?5+'6=/N=/M]WG7<-TCP MQ;1EMS@X& 03D\"JG_"<>$SYN/%&C?N8EGD_XF$7R1MMVN?FX4[UP>AW#U% M&[165:^*- OM3&FV6N:;)-#L=6ATJ M]UG3[;49]OE6A:%\1M,\(7;R+*SC,LKXS@#L!W) M/ '^"<<^OW M?B#1]/TF'5-1U6RL["8*8[JYN%BC?<,KAF('(Y% &C16=)XAT6+1!K,NKV": M6P!%\UR@@()P/WF=O)XZ]:AC\6^')9;J*+7]+>2SB,URBWL9,$8QEW&?E49' M)XYH UZ*RE\4^'VT1M977=-.EJVUKX7D?D YQ@R9VYR0.O4TZR\2Z%J6IRZ= MIVM:==WT*EI+6"[1Y4 (!)0'(&2.W<4 :=%9FI>)M!T:\BM-8UO3K"YG ,4- MU=QQ/("< JK$$\\<5-JNLZ7H5H+K6]2M-.MV<()KN=8D+$$A=S$#. >/:@"[ M17.Z]XOM[#P-<^)=!>PUF", Q$:E%!!+^\"'_2&.Q<'/7N,=:P;GXO:+8^,- M \.7S6T%UJEJ+FYF-_$8;/=&75"X.&9C@#H"&4@G(% 'H%%9EUXDT.QU:'2K MW6=/MM1GV^59S72)-)N.%VH3DY/ P.:TZ "BBB@#'\3_ /"2_P!C_P#%&?V5 M_:7F+_R%O,\G9SG_ %?S9Z8[5QW_ !>__JG_ /Y.UZ310!YM_P 7O_ZI_P#^ M3M<3H7C7QOI%I>6+>)?A?8RQ:G?>=;ZC?SQS)*;N4R?+N&%+EBN>=A7/->_T M4 >)>$=2^*>KW?B*^\.WGP_OHI=37[1<1RW4D+RBTMQ^Z9"(_M_E?:O[%G\[ MR<[-_DG=MSSC.<9YQ77U%=6MO?6DMK>P1W%O,A26&5 Z2*1@J5/!!'8T ?'7 MAJ^TR/PU8I/\=-:T*01 -IL%C>NEL?[@*.%(^@Q7H?Q^N;?6]2\/3>!Q=7/B M>73YKCS;$$,-.:)B=_1N0S;1UY<=2,^Q_P#"N/!'_0F^'_\ P5P?_$UJ6F@Z M/8:@U]8Z58VUXT*P-<0VR)(8U "H6 SM 50!T&!Z4 ?.OCRY\'S_ <^&[Z8 MI3PXFJ1+=QMDR(H!\\/MY+YWDX'.G1=OD;] MK>5_J_EW>9Y73_9[UWOC3X8IJLOAL>$[32M*ATS7(M3NXTB\@2A<;B B$,Y M'7'3K7:Z5X?T;05F&AZ38Z:)R&E%G;)#YA'0MM SU/7UH ^1_#MM/=>&O#:6 M>H^"=/U1=45K>55NFUEK@2-\LPC1CM)XY&W[O(->D6Q\'?\ "Z/B"/BJ-/\ M,VP_8#JV-OV;:<^5N_BQLQM^;KM[U[;#X9T&WUIM8M]$TZ+4W)+7J6D:S,2, M$F0#<1GB@#Y5T[;_P MH7PCLSM_X31<9ZXVM6G\1K_3-:\3_$3SCX=T26Q54\W4(6NM0U"14**D E8K M&IYRT2AE^0GU'TB/"7AQ;&*R70-+%I#/]IB@%E'Y<:I_:=YHNG3W^PQ_:Y;1&EVD%2N\C.,$C&>A(H POA(Y?X0>&"6W?\2Z(9 MSGH,8KQ_P_XVM?A>GCSPGKMVVA:]<7]S>:;J4]L\L4OF*!$QV(YQE=W*D /B6VKZE;:MIR:<6%_9Z>MO%/<%1 MN.[RHV9@H4'<,@ =L$[7B#P[#HW[)]G>>&]-B@N;VQM)-4N;6!1/-"Q#ON<# M<1DC.3C&>V:]\_L?3/['_LG^SK3^S?+\K['Y"^3L_N[,;<>V,5/:VMO8VD5K M901V]O"@2*&) B1J!@*%' '84 > :@/!C?$/X<+\(S8"^%R#='3,;OL6U?, M\_;SOV!OO_-US67HOB;1=#^%WQ6TC5M3MK34IM4U!(K.60":0NHC7:G5OF!! MQTP2<"OH32?#.@Z!)*^A:)IVF/, )&L[2.$N!T!V@9IESX3\.7NI3:A>:!I= MQ>SH8YKF6RC:212FPJS$9(*_+@]N.E 'SE='01=_!?\ X2[[/_9']G-Y_P!J M'[K.!LWYXV[]N<\8SGC-=AX%U'P[HOQC\=:IX9DMH/"%II<4UY+8)NMEE4 Y M0("#A?-X4?WL5V7B#X;MJ?Q$\)ZI8P:9#H6BV]S;W%@R;0R21E B1A=A7GD$ M@8]:ZIO#.F6WAN]T;1=.TW3[>YBD7R5L4,&YEQN>(8#CID<9 QF@"WHVL6/B M#1K75=(G^T65V@DAEV,N]?7# $?B*^9-6_Y(_P#%O_L:C_Z4I7TOX?T6V\.> M';#1K$NUO8P) C2$;F"C&3CC)Z\ #T J-_"WA^2SN[230M-:VOI?/NH6LXRE MQ)G.]UQAFR 37/:>/ /_ B_CL?%41CQ NNRM*!L&H%-R;/(W<[<[ON\;]\+^']2U2/4M1T+3;N_BV^7= M3V<;RIM.5PY&1@\CGB@"CIOB_P .'5M.\.65[)]NN-.2\M;>6&;>UOC"LS.O M!XY#'=ZBNCJFVD::VL+JS:?:G45B\E;PP+YP3KL#XW;>3QG'-7* "BBB@#C? M^+F?\)=S_P (F/#GVG_IY-YY&?\ OC?C\,T?\7,_X2[G_A$QX<^T_P#3R;SR M,_\ ?&_'X9KLJ* . UC5?B'H>J7>IWW_ BH\+6LC2,$%RUZT /"J/N&4\ # MID@5R4>B?$G0-4B\6ZE!X<-O;7,NH:@+9IWOI()5430_="-L1$V@8_U"H:;8ZO826.JV=O?6DN/,M[F)9(WP01E6!!P0#]16)_PKCP1_T)OA__ ,%< M'_Q- &=#-\2+CQ0DT+^$G\,23AT=35_"G_\ %S/^$NY_X1,> M'/M/_3R;SR,_]\;\?AFNNMK:"SM8K6SAC@MX4$<442!4C4# 50. !@ 5)0! M@:3_ ,)A_P )-J/]N_V&-#^;[!]C\[[5][CS=WR_=SG;WKR[XI^&['Q?\>?" M^A:JN;:]T>\0L!S&VR0JX]U8 CW%>X54ETG3I]4@U.>PM9+^W4I#=O"IEB4Y MR% >] 'S9\.;S68?VAM,T?Q9\M]XVR1<'N M">M94]A\0/B5/XMUWPUX7M=4T?Q+,+>*ZNITCDAB@?\ =^6&E7!^5HMJ%UI%C->O"8&N9+9&D:,@@H6(SM()&.G-6+#3[+2K&.RTNS@ MLK2+(C@MHECC3)R<*H '))_&@#PB3QGX:\3_ +..G?\ "P;35)X8;E-,OI;% M%,UG<1CY9FW'C*XR<'EL8.:P/"OC>[T'Q_H.E^"OB)?>-[#4[\07.G7]E,K6 M\/0,))XT/0=,TV=TV/+9V<<+,N0=I*@$C(!Q[4 >(^#?B)X6\" M?%3XD+XJU3[ UYJJF ?9Y9=^TR;ON*<8W#KZU%X;\9)ING_%7XE:?&\.FWTT M4.F-(NWSYE#(&V_[TBD_4^AKVN[\">$+^\EN[[PKHES%;>VT_P -71U 7Z3H;B59G4N) )22#E5/R @=>YKTKQ?XGT_PU\:O M"WQ#U))IO#6J:*+6&]CCW_9W8LX) _V7S@H*G@CV-5FT/27T7^QWTNR;3-@3[";=##M!R!Y>-N,\XQ0!\VW_ M ,3'^*WQ.\(Z%;6UDK:=K_VJ+4H9'5)85;>H59%5E;8N"#]YE& ,@5['\;=% MOM?^#NNV.E1--<^7',L2 EI!'*KL !U.%.!W.*UIOAKX)F^SG_A%-(A-M.EQ M$UO9I"5=2"#E "1D#(/!Q@@BNGH \-D_:!\!)\.;2".T;5+[[/#"=">U8#<, M#:6*&/ QD8SVX]$\9W6E7GQV\,7'Q%MUM?#LVBO)8P:NJB"*Z8YD67)*;@NT M$$D9V>U>N)X2\.1ZS_:\?A_2UU,N9/MJV48FWGJV_&[)SUS5O4](TW6[/[)K M.GVNH6VX-Y-W LJ9'0[6!&: /E[6A:'P1\7W\)E?^$2-[8_9!#_J//\ /C\W MRATQGTXV[,<8KE:NH?\(4UQ\+/^%;#3SKO]H6_G?V>!Y_E;5\[[1MYSZ[^<;\<;J]=^ M(WP]C\3?#_7](\-6FFZ?J>L/"\URT?E"9DF5RTC(I9C@-@D'D^];VA^%=)T; MR;N+2M/BU7[,D-Q>P6R+++A5!S)@,02HZ^@H \-TEO!7_"1?$L_%G[#_ &U] MLE"?VD%\W[+L(B^SYYW;<8V?-C9[5CQZ4+[X5_#N;Q'K]AINJVIN'TNV\0VK M26-W 74A)I"I5!L4;<_PE0,<$?26J>&=!UNYBN-:T33M0GA&(I;NTCE:,9S@ M%@2.>>*L:GI.G:U9&SUBPM=0M2P8P74*RH2.AVL",T ?.7]J:;<_!7XDZ=I^ MCZ=8W%I+"]W.\@^: ,2$ "@%1QT^@GNK/0+;XD?":\\0P:9%87' MAY?M4M\D8CD9;4A"Y?@D$H%ST.,=J]^C\-:%#HKZ/#HNG1Z7(0#TI+[PQH&IVMK:ZEH>FWEO9C;;17%I'(D P!A 1A> !QZ"@#Y4U6&:X MO/'\/B"Y\&6ES)JTRS3Z^)SJ,:[OD:V"*QV 8QM!XZC;BOJ;P@E['X)T5-5N M!:VP9;#@,">IW '/4#I4M[X8T'4=4BU/4-$TZ[OX=OE7<]I&\ ML>TY7:Y&1@\C!X-:E !1110!SOBW_A-/*M?^$$_L'S-S?:?[9,V,<;=GE=^N M<^U_P#ZI_\ ^3M>DT4 <[X2_P"$T\FZ_P"$[_L'S-R_9O[&\[;CG=O\ MWOTQCWKSG4]5\9Z!\2?$2Z==^#=/^URQS0S^(I)XY;B 1JJB-E.THK;@5'(8 ML2/F!/M%17%I;W:!+NWBG53N"RH& /KS0!XOX,;XLW,.J7_AY/!"6%Y?-*C. M+P03-M4/+ !SL9@3GHS;F&0GMJ4"6!_M*UT]2?,4KB78&8':,LK.K^'M%U](DU[2+#4UA),:WMLDP0GKC<#C.!0!X-\$/B. MUZTO@-?AM!= M0_$'5-*TJZDEBETF!':)EW$,/]:%^;G.5[]Z^F8-&TNV\C[-IMI%]F@-O!Y< M"KY41QF-<#Y5.U?E'' ]*=INE:?HUDMGH]A;6%JI)6"UA6) 3R2%4 ' MM"LO#'AVQT72PXM+&$11^8VYB!W)]2:I9$APA*@D_-M.#GYN./IZLJ3PMX?FUL:S-H6FR:H&5A M?-9QF<$ 'S,;L@ <]!0!Y#I6MIX5^/5SJGCVY@TIM3\+6\GGW+"-/-7RQ) M&#TSN5SM'ITY%<+H-I/HW@#X<>(M41H-,C\4O<2R2C"Q1R,H61O0?NV.?UY% M?3NK:!H^OPQQ:[I-CJ<<3;HTO+9)@AZ9 8'!J>XTZRN].;3[NSMY[)T\MK:6 M)6C9?[I4C&/:@#RGP!.=>T:X2\TH6MK:K=PL&BDD")D*PX;&P]# M_,5Z_533-)T[1;(6>CV%KI]J&+""UA6) 3U.U0!FK= !1110!YU-_P +J\^3 M[/\ \(%Y6X^7O^V[MN>,X[XJ/_B]_P#U3_\ \G:])HH \HUO_A;?]@WO_"0? M\*W_ +,\EOM7VG[9Y?EX^;=GC&*\L\._\+'^UI]O_L;[!_; _P"0W]H^S_:O ML]O]F\W'SX\KRO+\W^+[_P ^VOI_4-+LM6BBBU*V2YCAF2=$D&5#J M1GN >U,FT73;BWU""XLH98=3;=>1NNY9SL6/Y@>OR(H_ 4 <)_Q>_P#ZI_\ M^3M'_%[_ /JG_P#Y.UZ-!"EM;QP0@B.) B L3@ 8')Y-/H Y[PE_PF?D7/\ MPG?]A>;N7[/_ &-YVW;@YW^;WSC&*\2\0^$M<\7_ +1_BZU\->*+KPY=P:=! M*)K9G7SOW40$;%&4A\S>'-$ MN-0GO[C1]/EO+B$P37+VJ-)+&1@HS$9*D<8/&*HVW@'P?9W45U9^$]#@N(7$ MD4L6FPJ\; Y#*0N001D$4 > FQO_ #X+^$_BK7=.N+BPT9KEKZ-$R\ N'+Q M,0>APPZXP0!D$BCQI\5=8U_XA69^'WBJQU2Q>\A%AIBZ07N87V;7D!FML#^/ MD/G#>F&M"5+!5T73@ MNFDM8@6B8M23DF/CY.@^[CI0!XC<>'=*M/C%\0=%TW2[.WT^;PH9OL4<"B'S M5$>U@@& 0>>!UYZ\UQ,IL_\ AG_P8-'.DY&M(=<$G^KSYDGE?;/+^?9CUYQC M':OJQ-)TZ/5I-4CL+5-0EC$4EVL*B9T&,*7QDC@<9QQ52U\)^';&RNK.RT#2 M[>UO1BZ@ALXT2OK0!\[Z7;3JOQ'N;74?";6S^&95O++PJL_V59 MG[IP2GE9V[Q\KYR6XSN-:M[X;T?2?V/I+^QTVUBOKO3K=[B[2%1-+NN4 3Q@>E>[6?AK0M/TF?2[#1=/M=/N=QGM(;5$BEW *VY ,-D Y'(%2R: M'I,NBC1Y=+LGTP($%BUNAAV@Y \O&W (!QCM0!X-J_AO1O#LWP:O-$TVVL;N MXO+99[B",)).'2(MO8$YU. M/YEV&W$:L?+Z8V@\9R-N*^M9M#TFY%D+C2[*4:>P:SWVZ-]F(Q@QY'R$8&,8 MZ5#=^&=!O]6BU6^T33KG482IBO)K2-YHRIRI5R,C!Y&#Q0!X;JUAIUG\:_AY M<^-?[+^#NM6FE1 M-/<*(YQ$@)9U2168 #J< G'M78ZIX?T;7&@.MZ38ZB;".WT"70VDT^'5@HMX[DG+K)DE-P7@Y)&=G^S7KL7A+PY!K)U> M'P_I<>I&1I#>I91B8NVJ:/IFN6?V36M.M-1MMP?R;N!94W M#H=K C/)YH ^6]:%L?A]\6'\+D?\(D=4L_L(B_U/G>:GF^6.F/N=.,;,<8KH M]1\$>&H/BW\,-,BT6S6SN]-9KJ$0C;O5?B1\.T\3^ -:T? MPQ::9IVHZM-%--.T?E+,RRJY:1D4EC@'D@\FNDT;PQI.D2K>V^E:?!JCP+%< M7L%LBRR\#.7 #,"5!Y]!0!X+I#>"?MWQ+/Q5^P_V_P#;I@O]H@>=]GV'ROL^ M[G..FSG&SMBL[^RA>_#3X;W'B37].T_6;6.=]-M/$EJTEA>6YD4A)9"I5!Y2 MKC/)!0#:<$?2&I>&=!UF\BN]8T33K^Y@ $4UU:1RO& <@*S D<\\5/J>D:;K M=G]DUG3[74+;<&\F[@65,CH=K C- 'SA/JFF77P'^(UAINCZ?I\UG=P-=W&C MW,DUA=R/,GSP;CA!A0-J\ ;?8#0O++0+;XN_#2\U^#3(K*Y\.H;B6]2-8Y)% M@(0N6X+ [ N>>%QVKWA/#6A1Z(VC1Z+IRZ6YRUBMH@@8YWE 'R?J,$US'XYA\0W7@RTN MGU>83SZ\)SJ%UO4\(Z0NK3BXOELH1<3 ./, M?8-S836D;S1E3E2KD9&#R,'BM M2@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** M "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH M**** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** 7 "BBB@ HHHH **** "BBB@ HHHH _]D! end XML 24 expe-20201231_htm.xml IDEA: XBRL DOCUMENT 0001324424 2020-01-01 2020-12-31 0001324424 exch:XNGS 2020-01-01 2020-12-31 0001324424 exch:XNYS 2020-01-01 2020-12-31 0001324424 2020-06-30 0001324424 us-gaap:CommonStockMember 2021-01-29 0001324424 us-gaap:CommonClassBMember 2021-01-29 0001324424 expe:AdvertisingandMediaCustomersMember 2020-01-01 2020-12-31 0001324424 2019-01-01 2019-12-31 0001324424 2018-01-01 2018-12-31 0001324424 expe:RetailSegmentMember 2018-01-01 2018-12-31 0001324424 us-gaap:CostOfSalesMember 2020-01-01 2020-12-31 0001324424 us-gaap:CostOfSalesMember 2019-01-01 2019-12-31 0001324424 us-gaap:CostOfSalesMember 2018-01-01 2018-12-31 0001324424 us-gaap:SellingAndMarketingExpenseMember 2020-01-01 2020-12-31 0001324424 us-gaap:SellingAndMarketingExpenseMember 2019-01-01 2019-12-31 0001324424 us-gaap:SellingAndMarketingExpenseMember 2018-01-01 2018-12-31 0001324424 expe:TechnologyAndContentExpenseMember 2020-01-01 2020-12-31 0001324424 expe:TechnologyAndContentExpenseMember 2019-01-01 2019-12-31 0001324424 expe:TechnologyAndContentExpenseMember 2018-01-01 2018-12-31 0001324424 us-gaap:GeneralAndAdministrativeExpenseMember 2020-01-01 2020-12-31 0001324424 us-gaap:GeneralAndAdministrativeExpenseMember 2019-01-01 2019-12-31 0001324424 us-gaap:GeneralAndAdministrativeExpenseMember 2018-01-01 2018-12-31 0001324424 2020-12-31 0001324424 2019-12-31 0001324424 us-gaap:SeriesAPreferredStockMember 2020-12-31 0001324424 us-gaap:SeriesAPreferredStockMember 2019-12-31 0001324424 us-gaap:CommonStockMember 2019-12-31 0001324424 us-gaap:CommonStockMember 2020-12-31 0001324424 us-gaap:CommonClassBMember 2020-12-31 0001324424 us-gaap:CommonClassBMember 2019-12-31 0001324424 us-gaap:CommonStockMember 2017-12-31 0001324424 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2017-12-31 0001324424 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001324424 us-gaap:TreasuryStockMember 2017-12-31 0001324424 us-gaap:RetainedEarningsMember 2017-12-31 0001324424 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001324424 us-gaap:NoncontrollingInterestMember 2017-12-31 0001324424 2017-12-31 0001324424 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0001324424 us-gaap:NoncontrollingInterestMember 2018-01-01 2018-12-31 0001324424 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0001324424 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0001324424 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0001324424 us-gaap:TreasuryStockMember 2018-01-01 2018-12-31 0001324424 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2017-12-31 0001324424 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001324424 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2017-12-31 0001324424 us-gaap:CommonStockMember 2018-12-31 0001324424 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2018-12-31 0001324424 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001324424 us-gaap:TreasuryStockMember 2018-12-31 0001324424 us-gaap:RetainedEarningsMember 2018-12-31 0001324424 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001324424 us-gaap:NoncontrollingInterestMember 2018-12-31 0001324424 2018-12-31 0001324424 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0001324424 us-gaap:NoncontrollingInterestMember 2019-01-01 2019-12-31 0001324424 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0001324424 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0001324424 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001324424 expe:LibertyExpediaHoldingsMember us-gaap:CommonStockMember 2019-01-01 2019-12-31 0001324424 expe:LibertyExpediaHoldingsMember us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0001324424 expe:LibertyExpediaHoldingsMember us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0001324424 expe:LibertyExpediaHoldingsMember 2019-01-01 2019-12-31 0001324424 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0001324424 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2018-12-31 0001324424 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2018-12-31 0001324424 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-12-31 0001324424 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001324424 us-gaap:TreasuryStockMember 2019-12-31 0001324424 us-gaap:RetainedEarningsMember 2019-12-31 0001324424 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001324424 us-gaap:NoncontrollingInterestMember 2019-12-31 0001324424 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001324424 us-gaap:NoncontrollingInterestMember 2020-01-01 2020-12-31 0001324424 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0001324424 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0001324424 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001324424 us-gaap:TreasuryStockMember 2020-01-01 2020-12-31 0001324424 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-12-31 0001324424 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001324424 us-gaap:TreasuryStockMember 2020-12-31 0001324424 us-gaap:RetainedEarningsMember 2020-12-31 0001324424 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001324424 us-gaap:NoncontrollingInterestMember 2020-12-31 0001324424 srt:ScenarioPreviouslyReportedMember 2019-01-01 2019-12-31 0001324424 srt:ScenarioPreviouslyReportedMember 2018-01-01 2018-12-31 0001324424 expe:DeferredMerchantBookingsMember 2019-12-31 0001324424 expe:DeferredMerchantBookingsMember 2020-01-01 2020-12-31 0001324424 expe:DeferredMerchantBookingsMember 2020-12-31 0001324424 srt:MinimumMember expe:DeferredLoyaltyRewardsMember 2020-01-01 2020-12-31 0001324424 srt:MaximumMember expe:DeferredLoyaltyRewardsMember 2020-01-01 2020-12-31 0001324424 expe:DeferredLoyaltyRewardsMember 2019-12-31 0001324424 expe:DeferredLoyaltyRewardsMember 2020-01-01 2020-12-31 0001324424 expe:DeferredLoyaltyRewardsMember 2020-12-31 0001324424 expe:OtherDeferredRevenueMember 2019-12-31 0001324424 expe:OtherDeferredRevenueMember 2020-01-01 2020-12-31 0001324424 expe:OtherDeferredRevenueMember 2020-12-31 0001324424 srt:MinimumMember expe:FurnitureAndOtherEquipmentMember 2020-01-01 2020-12-31 0001324424 srt:MinimumMember us-gaap:ComputerEquipmentMember 2020-01-01 2020-12-31 0001324424 srt:MinimumMember us-gaap:SoftwareDevelopmentMember 2020-01-01 2020-12-31 0001324424 srt:MaximumMember us-gaap:SoftwareDevelopmentMember 2020-01-01 2020-12-31 0001324424 srt:MaximumMember us-gaap:ComputerEquipmentMember 2020-01-01 2020-12-31 0001324424 srt:MaximumMember expe:FurnitureAndOtherEquipmentMember 2020-01-01 2020-12-31 0001324424 us-gaap:LandImprovementsMember 2020-01-01 2020-12-31 0001324424 us-gaap:BuildingMember 2020-01-01 2020-12-31 0001324424 srt:MinimumMember 2020-01-01 2020-12-31 0001324424 srt:MaximumMember 2020-01-01 2020-12-31 0001324424 expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember 2015-06-30 0001324424 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-01-01 2020-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0001324424 srt:MinimumMember us-gaap:PerformanceSharesMember 2020-01-01 2020-12-31 0001324424 srt:MaximumMember us-gaap:PerformanceSharesMember 2020-01-01 2020-12-31 0001324424 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2020-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2020-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2020-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2020-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001324424 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001324424 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001324424 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MoneyMarketFundsMember 2019-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:BankTimeDepositsMember 2019-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:USTreasurySecuritiesMember 2019-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:EquitySecuritiesMember 2019-12-31 0001324424 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001324424 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001324424 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001324424 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001324424 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001324424 expe:Despegar.comCorp.Member 2020-01-01 2020-12-31 0001324424 expe:Despegar.comCorp.Member 2019-01-01 2019-12-31 0001324424 expe:Despegar.comCorp.Member 2018-01-01 2018-12-31 0001324424 us-gaap:ForeignExchangeForwardMember 2020-12-31 0001324424 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember 2020-12-31 0001324424 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember 2019-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember expe:RetailSegmentMember 2020-01-01 2020-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember expe:TrivagoMember 2020-01-01 2020-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember expe:RetailSegmentMember 2020-12-31 0001324424 expe:TrivagoMember 2020-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:TradeNamesMember expe:RetailSegmentMember 2020-01-01 2020-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:OtherIntangibleAssetsMember expe:RetailSegmentMember 2020-01-01 2020-12-31 0001324424 srt:MinimumMember us-gaap:FairValueInputsLevel3Member expe:MeasurementInputProjectedRevenuesAndRoyaltyRatesMember 2020-12-31 0001324424 srt:MaximumMember us-gaap:FairValueInputsLevel3Member expe:MeasurementInputProjectedRevenuesAndRoyaltyRatesMember 2020-12-31 0001324424 srt:WeightedAverageMember us-gaap:FairValueInputsLevel3Member expe:MeasurementInputProjectedRevenuesAndRoyaltyRatesMember 2020-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember 2018-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember 2020-01-01 2020-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember 2019-01-01 2019-12-31 0001324424 us-gaap:FairValueMeasurementsNonrecurringMember 2018-01-01 2018-12-31 0001324424 us-gaap:SoftwareDevelopmentMember 2020-12-31 0001324424 us-gaap:SoftwareDevelopmentMember 2019-12-31 0001324424 us-gaap:ComputerEquipmentMember 2020-12-31 0001324424 us-gaap:ComputerEquipmentMember 2019-12-31 0001324424 expe:FurnitureAndOtherEquipmentMember 2020-12-31 0001324424 expe:FurnitureAndOtherEquipmentMember 2019-12-31 0001324424 expe:BuildingsAndLeaseholdImprovementsMember 2020-12-31 0001324424 expe:BuildingsAndLeaseholdImprovementsMember 2019-12-31 0001324424 us-gaap:LandMember 2020-12-31 0001324424 us-gaap:LandMember 2019-12-31 0001324424 us-gaap:AccountsPayableMember 2020-01-01 2020-12-31 0001324424 us-gaap:AccountsPayableMember 2019-01-01 2019-12-31 0001324424 us-gaap:AccountsPayableMember 2018-01-01 2018-12-31 0001324424 srt:MinimumMember 2020-12-31 0001324424 srt:MaximumMember 2020-12-31 0001324424 expe:RetailSegmentMember 2020-01-01 2020-12-31 0001324424 expe:RetailSegmentMember 2018-12-31 0001324424 expe:BusinessToBusinessMemberMember 2018-12-31 0001324424 expe:TrivagoMember 2018-12-31 0001324424 expe:RetailSegmentMember 2019-01-01 2019-12-31 0001324424 expe:BusinessToBusinessMemberMember 2019-01-01 2019-12-31 0001324424 expe:TrivagoMember 2019-01-01 2019-12-31 0001324424 expe:RetailSegmentMember 2019-12-31 0001324424 expe:BusinessToBusinessMemberMember 2019-12-31 0001324424 expe:TrivagoMember 2019-12-31 0001324424 expe:BusinessToBusinessMemberMember 2020-01-01 2020-12-31 0001324424 expe:TrivagoMember 2020-01-01 2020-12-31 0001324424 expe:RetailSegmentMember 2020-12-31 0001324424 expe:BusinessToBusinessMemberMember 2020-12-31 0001324424 us-gaap:CustomerRelationshipsMember 2020-12-31 0001324424 us-gaap:CustomerRelationshipsMember 2019-12-31 0001324424 expe:SupplierRelationshipsMember 2020-12-31 0001324424 expe:SupplierRelationshipsMember 2019-12-31 0001324424 expe:DomainNamesMember 2020-12-31 0001324424 expe:DomainNamesMember 2019-12-31 0001324424 us-gaap:OtherIntangibleAssetsMember 2020-12-31 0001324424 us-gaap:OtherIntangibleAssetsMember 2019-12-31 0001324424 expe:FivePointNineFivePercentSeniorNotesDueOnTwoZeroTwoZeroMember 2020-12-31 0001324424 expe:FivePointNineFivePercentSeniorNotesDueOnTwoZeroTwoZeroMember 2019-12-31 0001324424 expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember 2019-12-31 0001324424 expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember 2020-12-31 0001324424 expe:ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember 2020-12-31 0001324424 expe:ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember 2019-12-31 0001324424 expe:FourPointFivePercentSeniorNotesDueOnTwoZeroTwoFourMember 2020-12-31 0001324424 expe:FourPointFivePercentSeniorNotesDueOnTwoZeroTwoFourMember 2019-12-31 0001324424 expe:SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember 2019-12-31 0001324424 expe:SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember 2020-12-31 0001324424 expe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember 2020-12-31 0001324424 expe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember 2019-12-31 0001324424 expe:FivePointZeroPercentSeniorNotesDueOnTwoZeroTwoSixMember 2020-12-31 0001324424 expe:FivePointZeroPercentSeniorNotesDueOnTwoZeroTwoSixMember 2019-12-31 0001324424 expe:FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember 2019-12-31 0001324424 expe:FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember 2020-12-31 0001324424 expe:ThreePointEightPercentSeniorNotesDueOnTwoZeroTwoEightMember 2019-12-31 0001324424 expe:ThreePointEightPercentSeniorNotesDueOnTwoZeroTwoEightMember 2020-12-31 0001324424 expe:ThreePointTwentyFivePercentSeniorNotesDueTwoThousandThirtyMember 2020-12-31 0001324424 expe:ThreePointTwentyFivePercentSeniorNotesDueTwoThousandThirtyMember 2019-12-31 0001324424 expe:FivePointNineFivePercentSeniorNotesDueOnTwoZeroTwoZeroMember 2020-08-14 0001324424 expe:ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember expe:UnsecuredSeniorNotesMember 2020-07-14 0001324424 expe:FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember expe:UnsecuredSeniorNotesMember 2020-07-14 0001324424 expe:FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember expe:UnsecuredSeniorNotesMember 2020-12-31 0001324424 expe:ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember expe:UnsecuredSeniorNotesMember 2020-12-31 0001324424 expe:SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember expe:UnsecuredSeniorNotesMember 2020-05-05 0001324424 expe:SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember expe:UnsecuredSeniorNotesMember 2020-05-05 2020-05-05 0001324424 expe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember expe:UnsecuredSeniorNotesMember 2020-05-05 0001324424 expe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember expe:UnsecuredSeniorNotesMember 2020-05-05 2020-05-05 0001324424 srt:MaximumMember expe:SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember expe:UnsecuredSeniorNotesMember 2020-05-05 2020-05-05 0001324424 expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember 2020-01-01 2020-12-31 0001324424 expe:FourPointFivePercentSeniorNotesDueOnTwoZeroTwoFourMember 2020-01-01 2020-12-31 0001324424 expe:FivePointZeroPercentSeniorNotesDueOnTwoZeroTwoSixMember 2020-01-01 2020-12-31 0001324424 expe:ThreePointEightPercentSeniorNotesDueOnTwoZeroTwoEightMember 2020-01-01 2020-12-31 0001324424 expe:ThreePointTwentyFivePercentSeniorNotesDueTwoThousandThirtyMember 2020-01-01 2020-12-31 0001324424 us-gaap:SeniorNotesMember 2020-12-31 0001324424 us-gaap:SeniorNotesMember 2019-12-31 0001324424 us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeniorNotesMember 2020-01-01 2020-12-31 0001324424 us-gaap:RevolvingCreditFacilityMember 2019-12-31 0001324424 us-gaap:RevolvingCreditFacilityMember 2020-03-18 0001324424 expe:AmendedCreditFacilityMaturingonMay312023Member 2020-12-31 0001324424 expe:AmendedCreditFacilityMaturingonMay312023Member 2020-05-04 2020-05-04 0001324424 expe:AmendedCreditFacilityMaturingonMay312023Member us-gaap:DebtInstrumentRedemptionPeriodOneMember 2020-05-04 0001324424 srt:MinimumMember expe:AmendedCreditFacilityMaturingonMay312023Member us-gaap:DebtInstrumentRedemptionPeriodTwoMember 2020-05-04 0001324424 srt:MaximumMember expe:AmendedCreditFacilityMaturingonMay312023Member us-gaap:DebtInstrumentRedemptionPeriodTwoMember 2020-05-04 0001324424 expe:AmendedCreditFacilityMaturingonMay312023Member us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:BaseRateMember 2020-05-04 2020-05-04 0001324424 srt:MinimumMember expe:AmendedCreditFacilityMaturingonMay312023Member us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:BaseRateMember 2020-05-04 0001324424 srt:MaximumMember expe:AmendedCreditFacilityMaturingonMay312023Member us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:BaseRateMember 2020-05-04 0001324424 us-gaap:LetterOfCreditMember 2020-12-31 0001324424 us-gaap:LetterOfCreditMember 2019-12-31 0001324424 expe:ForeignCreditFacilityMember 2020-12-31 0001324424 expe:ForeignCreditFacilityMember 2020-01-01 2020-12-31 0001324424 expe:ForeignCreditFacilityMember us-gaap:EurodollarMember 2020-08-05 2020-08-05 0001324424 expe:ForeignCreditFacilityMember us-gaap:DebtInstrumentRedemptionPeriodOneMember 2020-08-05 0001324424 srt:MinimumMember expe:ForeignCreditFacilityMember us-gaap:DebtInstrumentRedemptionPeriodTwoMember 2020-08-05 0001324424 srt:MaximumMember expe:ForeignCreditFacilityMember us-gaap:DebtInstrumentRedemptionPeriodTwoMember 2020-08-05 0001324424 expe:ForeignCreditFacilityMember us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:BaseRateMember 2020-08-05 2020-08-05 0001324424 srt:MinimumMember expe:ForeignCreditFacilityMember us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:BaseRateMember 2020-08-05 0001324424 srt:MaximumMember expe:ForeignCreditFacilityMember us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:BaseRateMember 2020-08-05 0001324424 expe:UncommittedCreditFacilityMember expe:ForeignSubsidiaryOneMember 2020-12-31 0001324424 us-gaap:LineOfCreditMember expe:ForeignCreditFacilityMember 2020-08-01 2020-08-31 0001324424 us-gaap:LineOfCreditMember expe:AmendedCreditFacilityMaturingonMay312023Member 2020-08-01 2020-08-31 0001324424 us-gaap:LineOfCreditMember expe:AmendedCreditFacilityMaturingonMay312023Member 2020-12-01 2020-12-31 0001324424 expe:UncommittedCreditFacilityMember 2020-12-31 0001324424 expe:UncommittedCreditFacilityMember 2019-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2019-01-01 2019-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2019-01-01 2019-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember 2017-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember 2018-01-01 2018-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember 2018-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001324424 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001324424 us-gaap:EmployeeStockOptionMember 2017-12-31 0001324424 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0001324424 us-gaap:EmployeeStockOptionMember 2018-12-31 0001324424 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0001324424 us-gaap:EmployeeStockOptionMember 2019-12-31 0001324424 us-gaap:EmployeeStockOptionMember 2020-12-31 0001324424 expe:EmployeeStockPurchasePlanMember 2020-01-01 2020-12-31 0001324424 expe:EmployeeStockPurchasePlanMember 2020-07-31 0001324424 expe:EmployeeStockPurchasePlanMember 2020-08-01 0001324424 expe:EmployeeStockPurchasePlanMember 2019-01-01 2019-12-31 0001324424 expe:EmployeeStockPurchasePlanMember 2018-01-01 2018-12-31 0001324424 expe:EmployeeStockPurchasePlanMember 2020-12-31 0001324424 expe:EmployeeStockPurchasePlanMember 2019-12-31 0001324424 expe:EmployeeStockPurchasePlanMember 2018-12-31 0001324424 us-gaap:DomesticCountryMember 2020-12-31 0001324424 us-gaap:StateAndLocalJurisdictionMember 2020-12-31 0001324424 us-gaap:ForeignCountryMember 2020-12-31 0001324424 us-gaap:InternalRevenueServiceIRSMember 2020-01-01 2020-12-31 0001324424 us-gaap:CommonClassBMember 2020-01-01 2020-12-31 0001324424 expe:APFortHoldingsL.P.Member us-gaap:SeriesAPreferredStockMember 2020-05-05 2020-05-05 0001324424 expe:APFortHoldingsL.P.Member us-gaap:SeriesAPreferredStockMember 2020-05-05 0001324424 expe:APFortHoldingsL.P.Member us-gaap:WarrantMember 2020-05-05 2020-05-05 0001324424 expe:APFortHoldingsL.P.Member 2020-05-05 2020-05-05 0001324424 expe:SilverLakeGroupLLCMember us-gaap:SeriesAPreferredStockMember 2020-05-05 2020-05-05 0001324424 expe:SilverLakeGroupLLCMember us-gaap:WarrantMember 2020-05-05 2020-05-05 0001324424 expe:SilverLakeGroupLLCMember 2020-05-05 2020-05-05 0001324424 2020-05-05 0001324424 us-gaap:SeriesAPreferredStockMember 2020-05-05 0001324424 us-gaap:SeriesAPreferredStockMember 2020-05-06 0001324424 us-gaap:WarrantMember 2020-05-05 0001324424 us-gaap:SeriesAPreferredStockMember 2020-05-05 2020-05-05 0001324424 us-gaap:SeriesAPreferredStockMember expe:FifthSixthAndSeventhAnniversariesMember 2020-05-05 2020-05-05 0001324424 us-gaap:SeriesAPreferredStockMember expe:EighthAndNinthAnniversariesMember 2020-05-05 2020-05-05 0001324424 us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeriesAPreferredStockMember 2020-05-05 0001324424 us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:SeriesAPreferredStockMember 2020-05-05 0001324424 us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:SeriesAPreferredStockMember 2020-05-05 0001324424 us-gaap:SeriesAPreferredStockMember 2020-01-01 2020-12-31 0001324424 expe:SilverLakeGroupLLCMember us-gaap:WarrantMember 2020-05-05 0001324424 expe:APFortHoldingsL.P.Member us-gaap:WarrantMember 2020-05-05 0001324424 us-gaap:WarrantMember 2020-05-05 2020-05-05 0001324424 us-gaap:CommonStockMember 2020-12-31 0001324424 us-gaap:CommonStockMember 2019-12-31 0001324424 us-gaap:CommonStockMember 2018-12-31 0001324424 srt:BoardOfDirectorsChairmanMember 2019-12-31 0001324424 srt:BoardOfDirectorsChairmanMember 2010-12-31 0001324424 srt:BoardOfDirectorsChairmanMember 2006-12-31 0001324424 srt:BoardOfDirectorsChairmanMember 2012-12-31 0001324424 2015-12-31 0001324424 2018-12-30 0001324424 expe:DeclarationDateOneMember 2020-01-01 2020-12-31 0001324424 expe:DeclarationDateTwoMember 2019-01-01 2019-12-31 0001324424 expe:DeclarationDateThreeMember 2019-01-01 2019-12-31 0001324424 expe:DeclarationDateFourMember 2019-01-01 2019-12-31 0001324424 expe:DeclarationDateFiveMember 2019-01-01 2019-12-31 0001324424 expe:DeclarationDateSixMember 2018-01-01 2018-12-31 0001324424 expe:DeclarationDateSevenMember 2018-01-01 2018-12-31 0001324424 expe:DeclarationDateEightMember 2018-01-01 2018-12-31 0001324424 expe:DeclarationDateNineMember 2018-01-01 2018-12-31 0001324424 expe:TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember 2019-01-01 2019-12-31 0001324424 expe:TrivagoMember 2020-12-31 0001324424 expe:TrivagoMember 2019-12-31 0001324424 expe:AAETravelPte.Ltd.Member 2018-08-31 0001324424 expe:AirAsiaMember 2018-08-31 0001324424 expe:AirAsiaMember 2018-08-01 2018-08-31 0001324424 us-gaap:EmployeeSeveranceMember 2019-12-31 0001324424 us-gaap:OtherRestructuringMember 2019-12-31 0001324424 us-gaap:EmployeeSeveranceMember 2020-01-01 2020-12-31 0001324424 us-gaap:OtherRestructuringMember 2020-01-01 2020-12-31 0001324424 us-gaap:EmployeeSeveranceMember 2020-12-31 0001324424 us-gaap:OtherRestructuringMember 2020-12-31 0001324424 us-gaap:StandbyLettersOfCreditMember 2020-12-31 0001324424 expe:LitigationRelatingToOccupancyTaxMember 2020-12-31 0001324424 expe:LitigationRelatingToOccupancyTaxMember 2020-01-01 2020-12-31 0001324424 expe:TravelCompaniesMember 2018-01-01 2018-12-31 0001324424 expe:TravelRelatedCompaniesMember 2018-12-31 0001324424 expe:TravelokaHoldingLimitedMember 2018-12-31 0001324424 expe:TravelokaHoldingLimitedMember 2017-07-27 0001324424 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember 2020-10-01 2020-12-31 0001324424 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember 2020-12-31 0001324424 expe:LibertyExpediaHoldingsMember 2019-07-26 2019-07-26 0001324424 expe:ExchangeableSeniorDebenturesdue2047Member expe:ExchangeableDebenturesMember expe:LibertyExpediaHoldingsMember 2019-07-26 0001324424 expe:Bodybuilding.comMember 2019-07-26 0001324424 expe:Bodybuilding.comMember us-gaap:TradeNamesMember 2019-07-26 0001324424 expe:ExchangeableSeniorDebenturesdue2047Member expe:ExchangeableDebenturesMember expe:LibertyExpediaHoldingsMember 2019-08-26 0001324424 expe:Bodybuilding.comMember 2019-01-01 2019-12-31 0001324424 expe:LibertyExpediaHoldingsMember 2019-07-25 0001324424 us-gaap:CommonClassBMember expe:LibertyExpediaHoldingsMember 2019-07-25 0001324424 2019-07-12 0001324424 us-gaap:CommonClassBMember 2019-07-12 0001324424 us-gaap:CommonClassAMember expe:LibertyExpediaHoldingsLEMSILLCMember 2019-07-26 0001324424 us-gaap:CommonClassBMember expe:LibertyExpediaHoldingsLEMSILLCMember 2019-07-26 0001324424 expe:AgreementAndPlanOfMergerMember 2019-07-26 2019-07-26 0001324424 us-gaap:CommonStockMember 2019-07-26 2019-07-26 0001324424 expe:TheMaloneGroupMember 2019-04-30 0001324424 us-gaap:CommonClassBMember 2019-07-26 2019-07-26 0001324424 srt:BoardOfDirectorsChairmanMember expe:TheDillerFoundationdbaTheDillervonFurstenbergFamilyFoundationMember 2020-12-31 0001324424 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0001324424 expe:LibertyExpediaHoldingsMember 2019-07-26 0001324424 srt:BoardOfDirectorsChairmanMember expe:SecondAmendedAndRestatedGovernanceAgreementMember us-gaap:CommonClassBMember 2019-07-26 0001324424 2019-07-26 0001324424 expe:AirplaneTwoMember expe:ExpediaIncMember 2020-01-01 2020-12-31 0001324424 expe:AirplaneTwoMember expe:IacMember 2020-01-01 2020-12-31 0001324424 expe:NewAirplaneMember 2019-04-01 2019-04-30 0001324424 expe:NewAirplaneMember 2019-01-01 2019-12-31 0001324424 us-gaap:FlightEquipmentMember 2020-12-31 0001324424 us-gaap:FlightEquipmentMember 2019-12-31 0001324424 expe:BusinessToBusinessMember 2020-01-01 2020-12-31 0001324424 expe:CorporateAndEliminationsMember expe:Bodybuilding.comMember 2020-01-01 2020-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:RetailSegmentMember 2020-01-01 2020-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:BusinessToBusinessMember 2020-01-01 2020-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:TrivagoMember 2020-01-01 2020-12-31 0001324424 expe:CorporateAndEliminationsMember 2020-01-01 2020-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:RetailSegmentMember 2019-01-01 2019-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:BusinessToBusinessMember 2019-01-01 2019-12-31 0001324424 expe:CorporateAndEliminationsMember expe:Bodybuilding.comMember 2019-01-01 2019-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:TrivagoMember 2019-01-01 2019-12-31 0001324424 expe:CorporateAndEliminationsMember 2019-01-01 2019-12-31 0001324424 expe:BusinessToBusinessMember 2018-01-01 2018-12-31 0001324424 expe:TrivagoMember 2018-01-01 2018-12-31 0001324424 expe:CorporateAndEliminationsMember expe:Bodybuilding.comMember 2018-01-01 2018-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:RetailSegmentMember 2018-01-01 2018-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:BusinessToBusinessMember 2018-01-01 2018-12-31 0001324424 us-gaap:OperatingSegmentsMember expe:TrivagoMember 2018-01-01 2018-12-31 0001324424 expe:CorporateAndEliminationsMember 2018-01-01 2018-12-31 0001324424 expe:MerchantCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2020-01-01 2020-12-31 0001324424 expe:MerchantCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2019-01-01 2019-12-31 0001324424 expe:MerchantCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2018-01-01 2018-12-31 0001324424 expe:AgencyCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2020-01-01 2020-12-31 0001324424 expe:AgencyCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2019-01-01 2019-12-31 0001324424 expe:AgencyCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2018-01-01 2018-12-31 0001324424 expe:AdvertisingMediaAndOtherCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2020-01-01 2020-12-31 0001324424 expe:AdvertisingMediaAndOtherCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2019-01-01 2019-12-31 0001324424 expe:AdvertisingMediaAndOtherCustomersMember us-gaap:SalesChannelThroughIntermediaryMember 2018-01-01 2018-12-31 0001324424 expe:LodgingMember 2020-01-01 2020-12-31 0001324424 expe:LodgingMember 2019-01-01 2019-12-31 0001324424 expe:LodgingMember 2018-01-01 2018-12-31 0001324424 expe:AirMember 2020-01-01 2020-12-31 0001324424 expe:AirMember 2019-01-01 2019-12-31 0001324424 expe:AirMember 2018-01-01 2018-12-31 0001324424 expe:AdvertisingandMediaCustomersMember 2019-01-01 2019-12-31 0001324424 expe:AdvertisingandMediaCustomersMember 2018-01-01 2018-12-31 0001324424 expe:OtherServicesMember 2020-01-01 2020-12-31 0001324424 expe:OtherServicesMember 2019-01-01 2019-12-31 0001324424 expe:OtherServicesMember 2018-01-01 2018-12-31 0001324424 expe:OtherServicesMember expe:Bodybuilding.comMember 2020-01-01 2020-12-31 0001324424 expe:OtherServicesMember expe:Bodybuilding.comMember 2019-01-01 2019-12-31 0001324424 country:US 2020-01-01 2020-12-31 0001324424 country:US 2019-01-01 2019-12-31 0001324424 country:US 2018-01-01 2018-12-31 0001324424 expe:AllOtherCountriesMember 2020-01-01 2020-12-31 0001324424 expe:AllOtherCountriesMember 2019-01-01 2019-12-31 0001324424 expe:AllOtherCountriesMember 2018-01-01 2018-12-31 0001324424 country:US 2020-12-31 0001324424 country:US 2019-12-31 0001324424 expe:AllOtherCountriesMember 2020-12-31 0001324424 expe:AllOtherCountriesMember 2019-12-31 0001324424 us-gaap:AllowanceForCreditLossMember 2019-12-31 0001324424 us-gaap:AllowanceForCreditLossMember 2020-01-01 2020-12-31 0001324424 us-gaap:AllowanceForCreditLossMember 2020-12-31 0001324424 expe:OtherReservesMember 2019-12-31 0001324424 expe:OtherReservesMember 2020-01-01 2020-12-31 0001324424 expe:OtherReservesMember 2020-12-31 0001324424 us-gaap:AllowanceForCreditLossMember 2018-12-31 0001324424 us-gaap:AllowanceForCreditLossMember 2019-01-01 2019-12-31 0001324424 expe:OtherReservesMember 2018-12-31 0001324424 us-gaap:AllowanceForCreditLossMember 2017-12-31 0001324424 us-gaap:AllowanceForCreditLossMember 2018-01-01 2018-12-31 0001324424 expe:OtherReservesMember 2017-12-31 0001324424 2020-10-01 2020-12-31 0001324424 2020-07-01 2020-09-30 0001324424 2020-04-01 2020-06-30 0001324424 2020-01-01 2020-03-31 0001324424 2019-10-01 2019-12-31 0001324424 2019-07-01 2019-09-30 0001324424 2019-04-01 2019-06-30 0001324424 2019-01-01 2019-03-31 iso4217:USD shares iso4217:USD shares iso4217:EUR pure expe:vote expe:numberOfLawsuit expe:Business false 2020 FY 0001324424 P1Y P3Y P3Y P3Y P1Y P2Y P3Y us-gaap:AccruedLiabilitiesCurrent us-gaap:AccruedLiabilitiesCurrent 0.50 10-K true 2020-12-31 --12-31 false 001-37429 EXPEDIA GROUP, INC. DE 20-2705720 1111 Expedia Group Way W Seattle WA 98119 206 481-7200 Common stock, $0.0001 par value EXPE NASDAQ Expedia Group, Inc. 2.500% Senior Notes due 2022 EXPE22 NYSE Yes No Yes Yes Large Accelerated Filer false false true false 11102938000 138341099 5523452 <table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:64.932%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.173%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:21.595%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Document</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">  </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Parts Into Which Incorporated</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Portions of the definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (Proxy Statement)</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%">  </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Part III</span></td></tr><tr style="height:3pt"><td colspan="9" style="border-bottom:3pt double #000000;padding:0 1pt"/></tr></table> 405000000 5199000000 12067000000 11223000000 1680000000 2077000000 1864000000 2546000000 6078000000 5721000000 1010000000 1226000000 1122000000 597000000 815000000 774000000 893000000 910000000 959000000 799000000 0 86000000 175000000 0 42000000 -13000000 34000000 -59000000 231000000 24000000 0 -2719000000 903000000 714000000 18000000 59000000 71000000 360000000 173000000 190000000 -90000000 -14000000 -110000000 -432000000 -128000000 -229000000 -3151000000 775000000 485000000 -423000000 203000000 87000000 -2728000000 572000000 398000000 -116000000 7000000 -8000000 -2612000000 565000000 406000000 75000000 0 0 -2687000000 565000000 406000000 -19.00 3.84 2.71 -19.00 3.77 2.65 141414000 147194000 149961000 141414000 149884000 152889000 12000000 12000000 11000000 48000000 45000000 44000000 69000000 74000000 61000000 76000000 110000000 87000000 -2728000000 572000000 398000000 67000000 -5000000 -86000000 67000000 -5000000 -86000000 -2661000000 567000000 312000000 -88000000 -1000000 -26000000 75000000 0 0 -2648000000 568000000 338000000 3363000000 3315000000 772000000 779000000 24000000 526000000 101000000 41000000 701000000 2524000000 120000000 70000000 654000000 521000000 5634000000 7735000000 2257000000 2198000000 574000000 611000000 671000000 796000000 659000000 145000000 1515000000 1804000000 7380000000 8127000000 18690000000 21416000000 602000000 1921000000 496000000 906000000 3107000000 5679000000 172000000 321000000 50000000 88000000 979000000 1050000000 0 749000000 5406000000 10714000000 8216000000 4189000000 67000000 56000000 513000000 532000000 462000000 389000000 0.001 100000000 1200000 1200000 0 0 1022000000 0.0001 0.0001 1600000000 1600000000 0 0 261564000 256692000 138074000 137076000 0.0001 400000000 0 0 12800000 12800000 5523000 5523000 13566000000 12978000000 130767000 126893000 10097000000 9673000000 -1781000000 879000000 -178000000 -217000000 1510000000 3967000000 1494000000 1569000000 3004000000 5536000000 18690000000 21416000000 228467355 0 12799999 0 9163000000 89528255 -4822000000 331000000 -149000000 1606000000 6129000000 1000000 -406000000 9000000 -397000000 -68000000 -18000000 -86000000 1.24 186000000 186000000 2850591 0 166000000 166000000 2000000 2000000 175040 0 0 0 179783 20000000 20000000 7720194 904000000 904000000 27000000 269646 4000000 31000000 0 -3000000 -3000000 5000000 57000000 62000000 -7000000 25000000 18000000 208000000 208000000 -31000000 -3000000 -34000000 -1000000 -1000000 231492986 0 12799999 0 9549000000 97158586 -5742000000 517000000 -220000000 1547000000 5651000000 2000000 -565000000 -9000000 -574000000 3000000 -8000000 -5000000 1.32 195000000 195000000 4453610 0 301000000 301000000 2000000 2000000 20745181 0 2883000000 23876671 3212000000 -329000000 295185 36000000 36000000 5562083 683000000 683000000 -14000000 -14000000 1000000 21000000 22000000 6000000 6000000 246000000 246000000 256691777 0 12799999 0 12978000000 126892525 -9673000000 879000000 -217000000 1569000000 5536000000 2612000000 116000000 2728000000 39000000 28000000 67000000 0.34 48000000 48000000 62.47 75000000 75000000 4872135 0 319000000 319000000 110000000 110000000 489263 54000000 54000000 3364119 370000000 370000000 4000000 4000000 4000000 13000000 17000000 225000000 225000000 1000000 20630 1000000 261563912 0 12799999 0 13566000000 130766537 -10097000000 -1781000000 -178000000 1494000000 3004000000 -2728000000 572000000 398000000 739000000 712000000 676000000 205000000 241000000 203000000 329000000 198000000 325000000 799000000 0 86000000 -488000000 -91000000 -308000000 -2000000 5000000 -111000000 80000000 22000000 31000000 -142000000 8000000 -111000000 148000000 -21000000 22000000 -1781000000 368000000 282000000 188000000 193000000 29000000 -1320000000 224000000 -134000000 -400000000 254000000 196000000 -57000000 -23000000 102000000 -2576000000 1342000000 489000000 -142000000 -45000000 40000000 -3834000000 2767000000 1975000000 797000000 1160000000 878000000 685000000 1346000000 1803000000 1161000000 852000000 2137000000 0 -80000000 53000000 -58000000 -21000000 -38000000 -263000000 -1553000000 -559000000 2672000000 0 0 2672000000 0 0 3945000000 1231000000 0 1132000000 0 0 750000000 0 500000000 0 400000000 0 425000000 743000000 923000000 48000000 195000000 186000000 75000000 0 0 319000000 301000000 166000000 -21000000 -19000000 -46000000 4077000000 175000000 -1489000000 61000000 3000000 -139000000 41000000 1392000000 -212000000 4097000000 2705000000 2917000000 4138000000 4097000000 2705000000 313000000 157000000 196000000 108000000 304000000 282000000 Organization and Basis of Presentation<div style="margin-top:5pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Description of Business</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Expedia Group, Inc. and its subsidiaries provide travel products and services to leisure and corporate travelers in the United States and abroad as well as various media and advertising offerings to travel and non-travel advertisers. These travel products and services are offered through a diversified portfolio of brands including: Brand Expedia®, Hotels.com®, Expedia® Partner Solutions, Vrbo®, Egencia®, trivago®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, CarRentals.com™, Expedia Cruises</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">TM</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, Classic Vacations®, Traveldoo®, and VacationRentals.com. In addition, many of these brands have related international points of sale. We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in these consolidated financial statements.</span></div><div style="margin-top:12pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">COVID-19</span></div><div style="margin-bottom:6pt;margin-top:5pt;text-indent:24.75pt"><span style="color:#212529;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">Due to the high degree of cancellations and customer refunds and lower new bookings in the merchant business model, the Company experienced unfavorable working capital trends and material negative cash flow in the first half of 2020, although the level of negative cash flow moderated as booking trends improved and cancellations stabilized in latter half of the year. We expect cash flow to remain negative until the decline in new merchant bookings improves further with cancellations either remaining stable or moderating further. For a discussion on incremental credit losses and allowance impacts related to our accounts receivable, see NOTE 2 — Significant Accounting Policies. For a discussion of goodwill and intangible asset impairments recognized in conjunction with this pandemic, see NOTE 3 — Fair Value Measurements. For a discussion of actions to strengthen our liquidity position in the current environment, see NOTE 7 — Debt and NOTE 11 — Capital Stock - Preferred Stock and Warrants.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying consolidated financial statements include Expedia Group, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method. We have eliminated significant intercompany transactions and accounts.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Seasonality</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to COVID-19, which led to significant cancellations for future travel during the first half of the year, and has impacted new travel bookings for the majority of 2020, we have not experienced our typical seasonal pattern for bookings, revenue and profit during 2020. In addition, with the lower new bookings and elevated cancellations in the merchant business model, our typical, seasonal working capital source of cash has been significantly disrupted resulting in the Company experiencing unfavorable working capital trends and material negative cash flow during the first half of 2020 when we typically generate significant positive cash flow. Seasonal trends were more normalized during the second half of the year, but it is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. In addition, we continue to experience shorter booking windows in our lodging businesses, which could also impact the seasonality of our working capital and cash flow.</span></div> <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying consolidated financial statements include Expedia Group, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method. We have eliminated significant intercompany transactions and accounts.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:9pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Seasonality</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to COVID-19, which led to significant cancellations for future travel during the first half of the year, and has impacted new travel bookings for the majority of 2020, we have not experienced our typical seasonal pattern for bookings, revenue and profit during 2020. In addition, with the lower new bookings and elevated cancellations in the merchant business model, our typical, seasonal working capital source of cash has been significantly disrupted resulting in the Company experiencing unfavorable working capital trends and material negative cash flow during the first half of 2020 when we typically generate significant positive cash flow. Seasonal trends were more normalized during the second half of the year, but it is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. In addition, we continue to experience shorter booking windows in our lodging businesses, which could also impact the seasonality of our working capital and cash flow.</span></div> <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 2 — Significant Accounting Policies </span></div><div style="margin-top:5pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Consolidation</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our consolidated financial statements include the accounts of Expedia Group, Inc., our wholly-owned subsidiaries, and entities for which we control a majority of the entity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the non-controlling interest share of net income or loss from our redeemable and non-redeemable non-controlling interest entities. trivago is a separately listed company on the Nasdaq Global Select Market and, therefore, is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group, Inc.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have eliminated significant intercompany transactions and accounts in our consolidated financial statements.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting Estimates</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Reclassifications</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have reclassified prior period financial statements to conform to the current period presentation. During the first quarter of 2020, we reclassified depreciation expense from within our operating expense line items on our consolidated statements of operations to be included with intangible asset amortization expense. The following table presents a summary of the amounts as reported and as reclassified in our consolidated statements of operations for the years ended December 31, 2019 and 2018:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:52.272%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.897%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.043%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.043%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.046%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended <br/>December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended <br/>December 31, 2018</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As reported</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As reclassified</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As reported</span></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As reclassified</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,163 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,077 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,965 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,864 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Selling and marketing</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,135 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,078 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,767 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,721 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology and content</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,763 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,226 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,617 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">847 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">815 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">808 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">774 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">198 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">910 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">283 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">959 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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).</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, Vrbo also provides subscription-based listing and other ancillary services to property owners and managers.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to NOTE 19 — Segment Information for revenue by business model and service type.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Lodging. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our lodging revenue is comprised of revenue recognized under the merchant, agency and Vrbo subscription-based listing services model. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Merchant Hotel. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk. Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation. We record the payment in deferred merchant bookings until the stayed night occurs, at which point we recognize the revenue, net of amounts paid to suppliers, as this is when our performance obligation is satisfied. In certain nonrefundable, nonchangeable transactions where we have no significant post booking services (primarily opaque hotel offerings), we record revenue when the traveler completes the transaction on our website, less a reserve for chargebacks and cancellations based on historical experience. Payments to suppliers are generally due within 30 days of check-in or stay. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Cancellation fees are collected and</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">remitted to the supplier, if applicable.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Agency Hotel. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Vrbo Alternative Accommodations. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Vrbo's lodging revenue is generally earned on a pay-per-booking, which can be either merchant or agency bookings depending on the nature of the payment processor, or pay-per-subscription basis. Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate 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. 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. 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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Merchant and Agency Air. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Advertising and Media</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Packages. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Prepaid Merchant Bookings. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We classify payments made to suppliers in advance of our Vrbo performance obligations as prepaid merchant bookings included within prepaid and other current assets. Prepaid merchant bookings was $389 million as of December 31, 2020 and $226 million as of December 31, 2019.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Merchant Bookings. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At December 31, 2019, $4.9 billion of cash advance cash payments was reported within deferred merchant bookings, $3.5 billion of which was recognized resulting in $582 million of revenue</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">during the year ended December 31, 2020 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">with the remainder primarily consisting of cancellations during the year. At December 31, 2020, the related balance was $2.3 billion. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Travelers enrolled in our internally administered traveler loyalty rewards programs earn points for each eligible booking made which can be redeemed for free or discounted future bookings. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 40 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 </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">with the loyalty award is satisfied. The majority of rewards expected to be redeemed are recognized within <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzEzMDA5_42e6a68a-f71d-4cf7-96c2-8cbe42764d9e">one</span> to two years of being earned. At December 31, 2019, $781 million of deferred loyalty rewards was reported within deferred merchant bookings, $427 million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $769 million. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Revenue. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred revenue primarily consists of Vrbo's traveler service fees received on bookings where we are not merchant of record due to the use of a third party payment processor, unearned subscription revenue as well as deferred advertising revenue. At December 31, 2019, $321 million was recorded as deferred revenue, $206 million of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $172 million. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Practical Expedients and Exemptions. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6.5pt;margin-top:12pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash, Restricted Cash, and Cash Equivalents</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-bottom:6pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:74.413%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.776%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.778%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,363 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,315 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash and cash equivalents</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">772 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash included within long-term investments and other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,138 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,097 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Short-term and Long-term Investments</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We record investments using the equity method when we have the ability to exercise significant influence over the investee. Minority equity investments with readily determinable fair values, such as our investment in Despegar.com Corp ("Despegar"), are carried at fair value with changes in fair value recorded through net income or loss. Minority investments without readily determinable fair values are measured using the equity method, or measured at cost with observable price changes reflected through net income 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 are recorded in other income (expense), net. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounts Receivable</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">affect our ability to collect from customers. The provision for estimated credit losses is recorded as cost of revenue in our consolidated statements of operations. During 2020, we recorded approximately $82 million of incremental allowance for expected uncollectible amounts, including estimated future losses in consideration of the impact of COVID-19 pandemic on the economy and the Company, partially offset by $24 million of write-offs. Actual future bad debt could differ materially from this estimate resulting from changes in our assumptions of the duration and severity of the impact of the COVID-19 pandemic. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE3NzY1_1391851b-b8a3-4506-8150-7628d182c6f7"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE3NzY1_8c03d0a6-39a4-44a8-b094-99bc420a7d42"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE3NzY1_b4ebdcf7-89bc-49bf-a988-50fc22c52784">three</span></span></span> 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 new 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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Combinations</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recoverability of Goodwill and Indefinite-Lived Intangible Assets</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzI1NzUx_28607854-e8ae-467d-b973-d6fb0fe6e700">one</span> to nine 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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Redeemable Non-controlling Interests</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have non-controlling interests in majority owned entities, which were carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the company. If the redeemable non-controlling interest is redeemable at an amount other than fair value, we adjust the non-controlling interest to redemption value through earnings each period. In circumstances where the non-controlling interest is redeemable at fair value, changes in fair value of the shares for which the minority holders could sell to us were recorded to the non-controlling interest and as charges or credits to retained earnings (or additional paid-in capital in the absence of retained earnings). Fair value determinations required high levels of judgment (“Level 3” on the fair value hierarchy) and were based on various valuation techniques, including market comparables and discounted cash flow projections. As of December 31, 2020 </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and 2019, redeemable non-controlling interests were $13 million and $15 million, and included within other long-term liabilities.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We account for the global intangible low-tax income (“GILTI”) earned by our foreign subsidiaries included in gross U.S. taxable income in the period incurred. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Derivative Instruments</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020 and 2019, 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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated OCI. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency Translation and Transaction Gains and Losses</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Debt Issuance Costs</span></div><div style="margin-top:4.5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Marketing Promotions</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We periodically provide incentive offers to our customers to encourage booking of travel products and services. Generally, our incentive offers are as follows:</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Current Discount Offers.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Inducement Offers.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Concession Offers.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Advertising Expense</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2020, 2019 and 2018, our advertising expense was $1.2 billion, $3.5 billion and $3.4 billion. </span></div><div style="text-indent:11.25pt"><span><br/></span></div><div style="text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We measure and amortize the fair value of restricted stock units (“RSUs”) and stock options as follows:</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Restricted Stock Units.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> RSUs are stock awards that are granted to employees entitling the holder to shares of common stock as the award vests, typically over a four-year period, but may accelerate in certain circumstances. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vest 25% after one year and then vest quarterly over the following three years. 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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE1MzkzMTYyODc5MzYz_f094387b-6aba-4775-ac5c-7344844a6b70">two</span> or <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE1MzkzMTYyODc5Mzc3_4f0c55b0-c50d-4de1-911a-308393bb75a8">three</span> year period, on an accelerated basis. We record RSUs that may be settled by the holder in cash, rather than shares, as a liability and we remeasure these instruments at fair value at the end of each reporting period. Upon settlement of these awards, our total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on our stock price on the settlement date.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Stock Options.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Our employee stock options consist of service based awards, some of which also have market-based vesting conditions. We measure the value of stock options issued or modified, including unvested options assumed in acquisitions, on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option pricing models, for awards that contain market-based vesting conditions. We amortize the fair value, net of actual forfeitures, over the remaining explicit vesting term in the case of service-</span></div><div style="margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">based awards and the longer of the derived service period or the explicit service period for awards with market conditions on a straight-line basis. In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount. The majority of our stock options vest over four years.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Earnings Per Share</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 using the treasury stock or the as if converted methods, as applicable. For additional information on how we compute earnings per share, see NOTE 12 — Earnings Per Share.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value Recognition, Measurement and Disclosure</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We disclose the fair value of our financial instruments based on the fair value hierarchy using the following three categories:</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Certain Risks and Concentrations</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of cash and cash equivalents. We maintain some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash and cash equivalents are primarily composed of term deposits as well as bank (both interest and non-interest bearing) account balances denominated in U.S. dollars, Euros, British pound sterling, Canadian dollar, Australian dollar, Japanese yen and Brazilian real.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contingent Liabilities</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Occupancy and Other Taxes</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 Vrbo for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on Vrbo’s services. Vrbo is an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes when determined to be probable and estimable. See NOTE 15 — Commitments and Contingencies for further discussion.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Adopted Accounting Policies</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Measurement of Credit Losses on Financial Instruments. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of January 1, 2020, we adopted the Accounting Standards Updates (“ASU”) guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities, using the modified retrospective method. The new guidance replaced the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, this new guidance did not have a material impact on our consolidated financial statements and no cumulative-effect adjustment to retained earnings was made. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cloud Computing Arrangements. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of January 1, 2020, we adopted the new ASU guidance on the accounting for implementation costs incurred for a cloud computing arrangement that is a service contract using the prospective method. The update conformed the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting guidance that provides for capitalization of costs incurred to develop or obtain internal-use-software. The adoption of this new guidance did not have a material impact on our consolidated financial statements.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Fair Value Measurements.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of January 1, 2020, we adopted the new ASU guidance related to the disclosure requirements on fair value measurements, which removed, modified or added certain disclosures using the prospective method. The adoption of this new guidance did not have a material impact on our consolidated financial statements.</span></div><div style="margin-bottom:5pt;margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Guarantor Financial Information.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In March 2020, the SEC amended Rule 3-10 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. We adopted these amendments for the quarter ended March 31, 2020. Accordingly, combined summarized financial information has been presented only for the issuer and guarantors of our senior notes for the most recent fiscal year, and the location of the required disclosures has been removed from the Notes to the Consolidated Financial Statements and moved to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.</span></div><div style="margin-top:14pt;text-indent:13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recent Accounting Policies Not Yet Adopted</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Simplifying the Accounting for Income Taxes.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In December 2019, the Financial Accounting Standards Board ("FASB") issued new guidance to simplify the accounting for income taxes. This new standard eliminates certain exceptions in current guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. For public business entities, this guidance is effective for interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Investments - equity securities; Investments - Equity Method and Joint Ventures; Derivatives and Hedging.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In January 2020, the FASB issued an accounting standards update which clarifies the interaction between the accounting for investments in equity securities, equity method investments and certain derivative instruments. The new standard is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The standards update is effective for </span></div>interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued an accounting standards update which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it, and simplifies the diluted earnings per share calculation in certain areas. The standards update is effective for interim or annual periods beginning after December 15, 2021. Early adoption is permitted for fiscal periods beginning after December 15, 2020 but the guidance must be adopted as of the beginning of the fiscal year. We plan to early adopt the guidance effective January 1, 2021 and do not expect the adoption to have a material impact on our consolidated financial statements. <div style="margin-top:5pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Consolidation</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our consolidated financial statements include the accounts of Expedia Group, Inc., our wholly-owned subsidiaries, and entities for which we control a majority of the entity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the non-controlling interest share of net income or loss from our redeemable and non-redeemable non-controlling interest entities. trivago is a separately listed company on the Nasdaq Global Select Market and, therefore, is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group, Inc.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have eliminated significant intercompany transactions and accounts in our consolidated financial statements.</span></div> <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting Estimates</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.</span></div> ReclassificationsWe have reclassified prior period financial statements to conform to the current period presentation. During the first quarter of 2020, we reclassified depreciation expense from within our operating expense line items on our consolidated statements of operations to be included with intangible asset amortization expense. The following table presents a summary of the amounts as reported and as reclassified in our consolidated statements of operations for the years ended December 31, 2019 and 2018:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:52.272%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.897%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.043%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.043%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.046%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended <br/>December 31, 2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended <br/>December 31, 2018</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As reported</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As reclassified</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As reported</span></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As reclassified</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,163 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,077 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,965 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,864 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Selling and marketing</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,135 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,078 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,767 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,721 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Technology and content</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,763 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,226 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,617 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">847 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">815 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">808 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">774 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation and amortization</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">198 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">910 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">283 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">959 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table> 2163000000 2077000000 1965000000 1864000000 6135000000 6078000000 5767000000 5721000000 1763000000 1226000000 1617000000 1122000000 847000000 815000000 808000000 774000000 198000000 910000000 283000000 959000000 <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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).</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, Vrbo also provides subscription-based listing and other ancillary services to property owners and managers.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to NOTE 19 — Segment Information for revenue by business model and service type.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Lodging. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our lodging revenue is comprised of revenue recognized under the merchant, agency and Vrbo subscription-based listing services model. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Merchant Hotel. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk. Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation. We record the payment in deferred merchant bookings until the stayed night occurs, at which point we recognize the revenue, net of amounts paid to suppliers, as this is when our performance obligation is satisfied. In certain nonrefundable, nonchangeable transactions where we have no significant post booking services (primarily opaque hotel offerings), we record revenue when the traveler completes the transaction on our website, less a reserve for chargebacks and cancellations based on historical experience. Payments to suppliers are generally due within 30 days of check-in or stay. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Cancellation fees are collected and</span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">remitted to the supplier, if applicable.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Agency Hotel. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Vrbo Alternative Accommodations. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Vrbo's lodging revenue is generally earned on a pay-per-booking, which can be either merchant or agency bookings depending on the nature of the payment processor, or pay-per-subscription basis. Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate 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. 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. 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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Merchant and Agency Air. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Advertising and Media</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Packages. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Prepaid Merchant Bookings. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We classify payments made to suppliers in advance of our Vrbo performance obligations as prepaid merchant bookings included within prepaid and other current assets. Prepaid merchant bookings was $389 million as of December 31, 2020 and $226 million as of December 31, 2019.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Merchant Bookings. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At December 31, 2019, $4.9 billion of cash advance cash payments was reported within deferred merchant bookings, $3.5 billion of which was recognized resulting in $582 million of revenue</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">during the year ended December 31, 2020 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">with the remainder primarily consisting of cancellations during the year. At December 31, 2020, the related balance was $2.3 billion. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Travelers enrolled in our internally administered traveler loyalty rewards programs earn points for each eligible booking made which can be redeemed for free or discounted future bookings. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 40 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 </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">with the loyalty award is satisfied. The majority of rewards expected to be redeemed are recognized within <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzEzMDA5_42e6a68a-f71d-4cf7-96c2-8cbe42764d9e">one</span> to two years of being earned. At December 31, 2019, $781 million of deferred loyalty rewards was reported within deferred merchant bookings, $427 million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $769 million. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Revenue. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred revenue primarily consists of Vrbo's traveler service fees received on bookings where we are not merchant of record due to the use of a third party payment processor, unearned subscription revenue as well as deferred advertising revenue. At December 31, 2019, $321 million was recorded as deferred revenue, $206 million of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $172 million. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Practical Expedients and Exemptions. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> 389000000 226000000 4900000000 3500000000 582000000 2300000000 P2Y 781000000 427000000 769000000 321000000 206000000 172000000 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. 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:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:74.413%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.776%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.778%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,363 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,315 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash and cash equivalents</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">772 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash included within long-term investments and other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,138 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,097 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table> 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:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:74.413%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.776%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.778%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,363 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,315 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash and cash equivalents</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">772 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash included within long-term investments and other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,138 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,097 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table> 3363000000 3315000000 772000000 779000000 3000000 3000000 4138000000 4097000000 <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Short-term and Long-term Investments</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div>We record investments using the equity method when we have the ability to exercise significant influence over the investee. Minority equity investments with readily determinable fair values, such as our investment in Despegar.com Corp ("Despegar"), are carried at fair value with changes in fair value recorded through net income or loss. Minority investments without readily determinable fair values are measured using the equity method, or measured at cost with observable price changes reflected through net income 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 are recorded in other income (expense), net. <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounts Receivable</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div>affect our ability to collect from customers. The provision for estimated credit losses is recorded as cost of revenue in our consolidated statements of operations. During 2020, we recorded approximately $82 million of incremental allowance for expected uncollectible amounts, including estimated future losses in consideration of the impact of COVID-19 pandemic on the economy and the Company, partially offset by $24 million of write-offs. Actual future bad debt could differ materially from this estimate resulting from changes in our assumptions of the duration and severity of the impact of the COVID-19 pandemic. 82000000 24000000 <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE3NzY1_1391851b-b8a3-4506-8150-7628d182c6f7"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE3NzY1_8c03d0a6-39a4-44a8-b094-99bc420a7d42"><span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE3NzY1_b4ebdcf7-89bc-49bf-a988-50fc22c52784">three</span></span></span> 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 new 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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> P5Y P5Y P5Y P15Y P40Y <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div>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. <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Combinations</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recoverability of Goodwill and Indefinite-Lived Intangible Assets</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div>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. <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzI1NzUx_28607854-e8ae-467d-b973-d6fb0fe6e700">one</span> to nine 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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.</span></div> P9Y <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Redeemable Non-controlling Interests</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have non-controlling interests in majority owned entities, which were carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the company. If the redeemable non-controlling interest is redeemable at an amount other than fair value, we adjust the non-controlling interest to redemption value through earnings each period. In circumstances where the non-controlling interest is redeemable at fair value, changes in fair value of the shares for which the minority holders could sell to us were recorded to the non-controlling interest and as charges or credits to retained earnings (or additional paid-in capital in the absence of retained earnings). Fair value determinations required high levels of judgment (“Level 3” on the fair value hierarchy) and were based on various valuation techniques, including market comparables and discounted cash flow projections. As of December 31, 2020 </span></div>and 2019, redeemable non-controlling interests were $13 million and $15 million, and included within other long-term liabilities. 13000000 15000000 <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div>We account for the global intangible low-tax income (“GILTI”) earned by our foreign subsidiaries included in gross U.S. taxable income in the period incurred. <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Derivative Instruments</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2020 and 2019, 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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated OCI. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.</span></div> 650000000 0.025 0.025 0.025 <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency Translation and Transaction Gains and Losses</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> 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. <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Marketing Promotions</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We periodically provide incentive offers to our customers to encourage booking of travel products and services. Generally, our incentive offers are as follows:</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Current Discount Offers.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Inducement Offers.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Concession Offers.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div> 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. 1200000000 3500000000 3400000000 <div style="text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We measure and amortize the fair value of restricted stock units (“RSUs”) and stock options as follows:</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Restricted Stock Units.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> RSUs are stock awards that are granted to employees entitling the holder to shares of common stock as the award vests, typically over a four-year period, but may accelerate in certain circumstances. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vest 25% after one year and then vest quarterly over the following three years. 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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE1MzkzMTYyODc5MzYz_f094387b-6aba-4775-ac5c-7344844a6b70">two</span> or <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOmQ3ZGM3ZjY4ODdlYjRhZDViZjFjNTAyZjNmMjQwYWU5L3NlYzpkN2RjN2Y2ODg3ZWI0YWQ1YmYxYzUwMmYzZjI0MGFlOV8xNDUvZnJhZzo1OWZlMjMzYjljZTQ0ODRkYWNkZmY3M2I3NWIyNTEzOC90ZXh0cmVnaW9uOjU5ZmUyMzNiOWNlNDQ4NGRhY2RmZjczYjc1YjI1MTM4XzE1MzkzMTYyODc5Mzc3_4f0c55b0-c50d-4de1-911a-308393bb75a8">three</span> year period, on an accelerated basis. We record RSUs that may be settled by the holder in cash, rather than shares, as a liability and we remeasure these instruments at fair value at the end of each reporting period. Upon settlement of these awards, our total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on our stock price on the settlement date.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Stock Options.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Our employee stock options consist of service based awards, some of which also have market-based vesting conditions. We measure the value of stock options issued or modified, including unvested options assumed in acquisitions, on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option pricing models, for awards that contain market-based vesting conditions. We amortize the fair value, net of actual forfeitures, over the remaining explicit vesting term in the case of service-</span></div>based awards and the longer of the derived service period or the explicit service period for awards with market conditions on a straight-line basis. In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount. The majority of our stock options vest over four years.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. P4Y 0.25 P1Y P3Y P4Y <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Earnings Per Share</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 using the treasury stock or the as if converted methods, as applicable. For additional information on how we compute earnings per share, see NOTE 12 — Earnings Per Share.</span></div> <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value Recognition, Measurement and Disclosure</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We disclose the fair value of our financial instruments based on the fair value hierarchy using the following three categories:</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Certain Risks and Concentrations</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of cash and cash equivalents. We maintain some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash and cash equivalents are primarily composed of term deposits as well as bank (both interest and non-interest bearing) account balances denominated in U.S. dollars, Euros, British pound sterling, Canadian dollar, Australian dollar, Japanese yen and Brazilian real.</span></div> <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contingent Liabilities</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Occupancy and Other Taxes</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 Vrbo for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on Vrbo’s services. Vrbo is an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes when determined to be probable and estimable. See NOTE 15 — Commitments and Contingencies for further discussion.</span></div> <div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Adopted Accounting Policies</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Measurement of Credit Losses on Financial Instruments. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of January 1, 2020, we adopted the Accounting Standards Updates (“ASU”) guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities, using the modified retrospective method. The new guidance replaced the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, this new guidance did not have a material impact on our consolidated financial statements and no cumulative-effect adjustment to retained earnings was made. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cloud Computing Arrangements. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of January 1, 2020, we adopted the new ASU guidance on the accounting for implementation costs incurred for a cloud computing arrangement that is a service contract using the prospective method. The update conformed the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting guidance that provides for capitalization of costs incurred to develop or obtain internal-use-software. The adoption of this new guidance did not have a material impact on our consolidated financial statements.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Fair Value Measurements.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of January 1, 2020, we adopted the new ASU guidance related to the disclosure requirements on fair value measurements, which removed, modified or added certain disclosures using the prospective method. The adoption of this new guidance did not have a material impact on our consolidated financial statements.</span></div><div style="margin-bottom:5pt;margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Guarantor Financial Information.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In March 2020, the SEC amended Rule 3-10 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. We adopted these amendments for the quarter ended March 31, 2020. Accordingly, combined summarized financial information has been presented only for the issuer and guarantors of our senior notes for the most recent fiscal year, and the location of the required disclosures has been removed from the Notes to the Consolidated Financial Statements and moved to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.</span></div><div style="margin-top:14pt;text-indent:13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recent Accounting Policies Not Yet Adopted</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Simplifying the Accounting for Income Taxes.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In December 2019, the Financial Accounting Standards Board ("FASB") issued new guidance to simplify the accounting for income taxes. This new standard eliminates certain exceptions in current guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. For public business entities, this guidance is effective for interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Investments - equity securities; Investments - Equity Method and Joint Ventures; Derivatives and Hedging.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In January 2020, the FASB issued an accounting standards update which clarifies the interaction between the accounting for investments in equity securities, equity method investments and certain derivative instruments. The new standard is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The standards update is effective for </span></div>interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued an accounting standards update which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it, and simplifies the diluted earnings per share calculation in certain areas. The standards update is effective for interim or annual periods beginning after December 15, 2021. Early adoption is permitted for fiscal periods beginning after December 15, 2020 but the guidance must be adopted as of the beginning of the fiscal year. We plan to early adopt the guidance effective January 1, 2021 and do not expect the adoption to have a material impact on our consolidated financial statements. <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 3 — Fair Value Measurements </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets measured at fair value on a recurring basis as of December 31, 2020 are classified using the fair value hierarchy in the table below:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term deposits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. treasury securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term deposits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">       Marketable equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">493 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">420 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">       Foreign currency forward contracts</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="text-indent:24.75pt"><span><br/></span></div><div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets measured at fair value on a recurring basis as of December 31, 2019 are classified using the fair value hierarchy in the table below:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term deposits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">865 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">865 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. treasury securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term deposits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">526 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">526 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Marketable equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,566 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">175 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,391 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency forward contracts</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We hold term deposit investments with financial institutions. Term deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020 and 2019, our cash and cash equivalents consisted primarily of U.S. treasury securities and term deposits with maturities of three months or less and bank account balances.</span></div><div style="text-indent:22.5pt"><span><br/></span></div><div style="text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our marketable equity securities consist of our investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets. During the years ended December 31, 2020, 2019, and 2018, we recognized a loss of approximately $6 million, a gain of $10 million, and a loss of approximately $145 million, respectively, within other, net in our consolidated statements of operations related to the fair value changes of this equity investment.</span></div><div style="margin-top:9pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2020, we were party to outstanding forward contracts hedging our liability exposures with a total net notional value of $1.4 billion. As of December 31, 2020 and 2019, we had net forward liabilities of $14 million ($23 million gross forward liability) and $8 million ($30 million gross forward liability) recorded in accrued expenses and other current liabilities. We recorded $74 million, $(8) million and $47 million in net gains (losses) from foreign currency forward contracts in 2020, 2019 and 2018.</span></div><div style="margin-top:9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Assets Measured at Fair Value on a Non-recurring Basis</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. We measure our minority equity investments that do not have readily determinable fair values at cost less impairment, adjusted by observable price changes with changes recorded within other, net on our consolidated statements of operations.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Goodwill</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Due to the severe and persistent negative effect COVID-19 has 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 these 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. </span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 the goodwill impairment charge in each of the periods. As of December 31, 2020, the applicable reporting units within our Retail segment had $2.3 billion of goodwill remaining after these impairments and our trivago segment had $337 million of goodwill remaining. </span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2018, we recognized goodwill impairment charges of $86 million related to a reporting unit in our Retail segment. The charges resulted from sustained under-performance and a less optimistic outlook of the reporting unit, beginning in the second quarter of 2018 and deteriorating further into the fourth quarter of 2018. As a result, we performed an interim and annual quantitative assessment of goodwill for that reporting unit. The fair value estimates for both the interim and annual impairment tests were based on a blended analysis of the present value of future discounted cash flows and market value approach, Level 3 inputs as described above. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as the goodwill impairment charge in the respective periods. As of December 31, 2018, the applicable reporting unit had no remaining goodwill.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangible Assets.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 as a result of changes in the 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. </span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">to the long-lived asset’s carrying amount. As discussed further in NOTE 16 – Acquisitions, Other Investments and Divestitures, during the third quarter of 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.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2018, we recognized an intangible impairment charge of $42 million in conjunction with the annual impairment testing of goodwill and intangible assets on October 1, 2018. The impairment charge was related to an indefinite-lived trade name within our Retail segment and resulted from changes in estimated future revenues of the related brand. The asset, classified as Level 3 measurement, was written down to $27 million based on valuation using the relief-from-royalty method, which includes unobservable inputs, including royalty rates and projected revenues. In conjunction with the impairment, we reclassified the remainder to a definite-lived asset to be amortized over eight years.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold (in general and versus our expectations) for global economies, the travel industry or our business. Additionally, as the stock of our trivago segment is publicly traded, it is difficult to predict market dynamics and the extent or duration of any stock price declines. As a result, we may continue to record impairment charges in the future due to the potential long-term economic impact and near-term financial impacts of the COVID-19 pandemic.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Minority Investments without Readily Determinable Fair Values. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020 and 2019, the carrying values of our minority investments without readily determinable fair values totaled $330 million and $467 million. During 2020, we recorded $134 million of losses related to a minority investment, which had recent observable and orderly transactions for similar investments, using an option pricing model that utilizes judgmental inputs such as discounts for lack of marketability and estimated exit event timing. During 2019, we recorded $2 million of losses related to the minority investments. During 2018, we recorded $33 million of gains related to these minority investments, which had recent observable and orderly transactions for similar investments. As of December 31, 2020, 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).</span></div> <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets measured at fair value on a recurring basis as of December 31, 2020 are classified using the fair value hierarchy in the table below:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term deposits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. treasury securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term deposits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">       Marketable equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">493 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">420 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">       Foreign currency forward contracts</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="text-indent:24.75pt"><span><br/></span></div><div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets measured at fair value on a recurring basis as of December 31, 2019 are classified using the fair value hierarchy in the table below:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cash equivalents:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Money market funds</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term deposits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">865 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">865 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. treasury securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Investments:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Term deposits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">526 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">526 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Marketable equity securities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,566 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">175 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,391 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr style="height:8pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign currency forward contracts</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 147000000 147000000 0 49000000 0 49000000 150000000 150000000 0 24000000 0 24000000 123000000 123000000 0 493000000 420000000 73000000 14000000 0 14000000 36000000 36000000 0 865000000 0 865000000 10000000 10000000 0 526000000 0 526000000 129000000 129000000 0 1566000000 175000000 1391000000 8000000 0 8000000 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. -6000000 10000000 -145000000 1400000000 14000000 23000000 8000000 30000000 74000000 -8000000 47000000 799000000 559000000 240000000 2300000000 337000000 86000000 175000000 119000000 35000000 21000000 0.02 0.08 0.07 42000000 27000000 P8Y 330000000 467000000 -134000000 -2000000 33000000 2000000 105000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 4 — Property and Equipment, Net</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our property and equipment consists of the following:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:61.656%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.230%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized software development</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,374 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,947 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">617 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and other equipment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings and leasehold improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,230 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">688 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">146 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,495 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,521 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: accumulated depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,289)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,833)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Projects in progress</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,257 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,198 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020 and 2019, our recorded capitalized software development costs, net of accumulated amortization, which have been placed in service were $898 million and $893 million. For the years ended December 31, 2020, 2019 and 2018, we recorded amortization of capitalized software development costs of $593 million, $556 million and $479 million included in depreciation and amortization expense.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, 2019 and 2018, we had $9 million, $34 million and $55 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.</span></div> <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our property and equipment consists of the following:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:61.656%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.230%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalized software development</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,374 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,947 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">617 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and other equipment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">128 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Buildings and leasehold improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,230 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">688 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">146 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">129 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,495 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,521 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: accumulated depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,289)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,833)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Projects in progress</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">51 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,257 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,198 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 3374000000 2947000000 617000000 643000000 128000000 114000000 1230000000 688000000 146000000 129000000 5495000000 4521000000 3289000000 2833000000 51000000 510000000 2257000000 2198000000 898000000 893000000 593000000 556000000 479000000 9000000 34000000 55000000 <div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 5 – Leases </span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have operating leases for office space and data centers. Our leases have remaining lease terms of one year to 17 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.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Operating lease costs were $159 million and $170 million for the years ended December 31, 2020 and 2019, respectively. Under the lease accounting guidance in effect for the year ended December 31, 2018, rent expense was $182 million, which included operating lease costs as well as expense for non-lease components such as common area maintenance.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases were as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:67.467%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.250%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.253%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended<br/>December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Operating cash flows for operating lease payments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">139 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Right-of-use assets obtained in exchange for lease obligations:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Operating leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental consolidated balance sheet information related to leases were as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:67.467%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.250%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.253%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">574 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">611 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current lease liabilities, included within Accrued expenses and other current liabilities</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term lease liabilities, included within Operating lease liabilities </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">513 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">532 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Total operating lease liabilities</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">639 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.8 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.8 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturities of lease liabilities are as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:83.504%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.296%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Operating Leases</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Year ending December 31,</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026 and thereafter</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">289 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">750 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: imputed interest</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(111)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">639 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div>As of December 31, 2020, our additional operating lease payments, primarily for corporate offices, that have not yet commenced were not material. P1Y P17Y P10Y P1Y 159000000 170000000 182000000 <div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases were as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:67.467%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.250%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.253%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended<br/>December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Cash paid for amounts included in the measurement of lease liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Operating cash flows for operating lease payments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">139 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Right-of-use assets obtained in exchange for lease obligations:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Operating leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 139000000 152000000 117000000 183000000 <div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental consolidated balance sheet information related to leases were as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:67.467%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.250%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.253%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">574 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">611 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current lease liabilities, included within Accrued expenses and other current liabilities</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">126 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term lease liabilities, included within Operating lease liabilities </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">513 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">532 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">   Total operating lease liabilities</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">639 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr style="height:5pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.8 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.8 years</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 574000000 611000000 126000000 119000000 513000000 532000000 639000000 651000000 P8Y9M18D P8Y9M18D 0.036 0.035 <div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Maturities of lease liabilities are as follows:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:83.504%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.296%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Operating Leases</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%;text-decoration:underline">Year ending December 31,</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026 and thereafter</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">289 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">750 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: imputed interest</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(111)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">639 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 147000000 109000000 82000000 66000000 57000000 289000000 750000000 111000000 639000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 6 — Goodwill and Intangible Assets, Net</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents our goodwill and intangible assets as of December 31, 2020 and 2019:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:61.656%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.230%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,380 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,127 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets with indefinite lives</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,183 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,284 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets with definite lives, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,895 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,931 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Impairment Assessments.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2019, we had no impairments of goodwill or intangible assets with indefinite-lives. During 2018, we incurred impairment charges related to intangible assets with indefinite-lives of $42 million and goodwill of $86 million both within our Retail segment. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Goodwill.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The following table presents the changes in goodwill by reportable segment:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.338%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.746%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Retail</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">B2B</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">trivago</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1, 2019</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,028 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">531 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">561 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange translation and other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,049 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">529 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">549 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,127 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment charges</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(559)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(240)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(799)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange translation and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2020</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,505 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">538 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">337 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,380 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, accumulated goodwill impairment losses in total were $3.4 billion of which $3.1 billion was associated with our Retail segment and $240 million was associated with our trivago segment. As of December 31, 2019, accumulated goodwill impairment losses in total were $2.6 billion, which was associated with our Retail segment.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Indefinite-lived Intangible Assets.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Our indefinite-lived intangible assets relate principally to trade names and trademarks acquired in various acquisitions. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangible Assets with Definite Lives.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The following table presents the components of our intangible assets with definite lives as of December 31, 2020 and 2019:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:22.179%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.201%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Cost</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Cost</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="33" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">638 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(540)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">658 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(499)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">159 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Supplier relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">661 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(556)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(483)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Domain names</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">173 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(133)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,075 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(986)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,092 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(973)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,547 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,215)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,584 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,064)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">520 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense was $154 million, $198 million and $283 million for the years ended December 31, 2020, 2019 and 2018. The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2020, assuming no subsequent impairment of the underlying assets, is as follows, in millions:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:79.573%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.227%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026 and thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents our goodwill and intangible assets as of December 31, 2020 and 2019:</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:61.656%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.230%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,380 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,127 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets with indefinite lives</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,183 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,284 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangible assets with definite lives, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">520 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,895 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,931 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 7380000000 8127000000 1183000000 1284000000 332000000 520000000 8895000000 9931000000 799000000 559000000 240000000 175000000 0 0 42000000 86000000 The following table presents the changes in goodwill by reportable segment:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.338%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.742%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.746%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Retail</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">B2B</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">trivago</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1, 2019</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,028 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">531 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">561 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange translation and other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,049 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">529 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">549 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,127 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment charges</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(559)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(240)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(799)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange translation and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2020</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,505 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">538 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">337 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,380 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table> 7028000000 531000000 561000000 8120000000 21000000 0 0 21000000 0 -2000000 -12000000 -14000000 7049000000 529000000 549000000 8127000000 559000000 0 240000000 799000000 15000000 9000000 28000000 52000000 6505000000 538000000 337000000 7380000000 3400000000 3100000000 240000000 2600000000 The following table presents the components of our intangible assets with definite lives as of December 31, 2020 and 2019:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:22.179%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.052%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.201%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Cost</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Cost</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accumulated<br/>Amortization</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="33" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Customer relationships</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">638 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(540)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">658 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(499)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">159 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Supplier relationships</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">661 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(556)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">651 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(483)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Domain names</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">173 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(133)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(109)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,075 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(986)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,092 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(973)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,547 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,215)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,584 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,064)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">520 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table> 638000000 540000000 98000000 658000000 499000000 159000000 661000000 556000000 105000000 651000000 483000000 168000000 173000000 133000000 40000000 183000000 109000000 74000000 1075000000 986000000 89000000 1092000000 973000000 119000000 2547000000 2215000000 332000000 2584000000 2064000000 520000000 154000000 198000000 283000000 The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2020, assuming no subsequent impairment of the underlying assets, is as follows, in millions:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:79.573%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.227%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">53 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026 and thereafter</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">332 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table> 102000000 88000000 53000000 49000000 33000000 7000000 332000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 7 — Debt</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth our outstanding debt:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:62.003%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.057%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.95% senior notes due 2020</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">749 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.5% (€650 million) senior notes due 2022</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">798 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">725 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6% senior notes due 2023</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">496 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.5% senior notes due 2024</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.25% senior notes due 2025</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,972 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.0% senior notes due 2025</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">740 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0% senior notes due 2026</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">744 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">743 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.625% senior notes due 2027</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">743 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8% senior notes due 2028</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">992 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.25% senior dues due 2030</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,233 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,232 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="text-indent:20.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total debt</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,216 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,938 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current maturities of long-term debt</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(749)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="text-indent:20.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">excluding current maturities</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,216 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,189 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Net of discounts and debt issuance costs. </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Current Maturities of Long-term Debt</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2020, our $750 million in registered senior unsecured notes that bore interest at 5.95% matured and the balance was repaid.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Long-term Debt</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">July 2020 Senior Note Private Placements.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In July 2020, we privately placed the following senior notes: </span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$500 million of senior unsecured notes that are due in December 2023 that bear interest at 3.6% (the “3.6% Notes”). The 3.6% Notes were issued at a price of 99.922% of the aggregate principal amount. Interest is payable semi-annually in arrears in June and December of each year, beginning December 15, 2020. We may redeem some or all of the 3.6% Notes at any time prior to November 15, 2023 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 3.6% Notes on or after November 15, 2023 at par plus accrued and unpaid interest, if any. </span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$750 million of 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, beginning February 1, 2021. 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.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We also entered into a registration rights agreement with respect to the 3.6% Notes and the 4.625% Notes (together, the “July 2020 Notes”), under which we agreed to use commercially reasonable best efforts to file a registration statement to permit the exchange of the July 2020 Notes for registered notes having the same financial terms and covenants, and cause such registration statement to become effective and complete the related exchange offer within 365 days of the issuance of the July 2020 Notes. If we fail to satisfy certain of its obligations under the registration rights agreement, we will be required to pay additional interest of 0.25% per annum to the holders of the July 2020 Notes until such failure is cured.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">May 2020 Senior Note Private Placements.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In May 2020, we privately placed the following senior notes:</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$2 billion of senior unsecured notes that are due in May 2025 that bear interest at 6.25% (the “6.25% Notes”). 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, beginning November 1, 2020. 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. </span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$750 million of senior unsecured notes that are due in May 2025 that bear interest at 7.0% (the “7.0% Notes”). The 7.0% 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, beginning November 1, 2020. We may redeem some or all of the 7.0% Notes at any time prior to May 1, 2022 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 7.0% Notes on or after May 1, 2022 at specified redemption prices set forth in the 7.0% Indenture, plus accrued and unpaid interest, if any. In addition, at any time or from time to time prior to May 1, 2022, we may redeem up to 40% of the aggregate principal amount of the 7.0% Notes with the net proceeds of certain equity offerings at the specified redemption price described in the 7.0% Indenture plus accrued and unpaid interest, if any.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Previous Senior Note Issuances.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In prior years, we have issued the following senior notes:</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Euro 650 million of registered senior unsecured notes that are due in June 2022 that bear interest at 2.5% (the “2.5% Notes”). The 2.5% Notes were issued at 99.525% of par resulting in a discount, which is being amortized over their life. Interest is payable annually in arrears in June of each year. We may redeem the 2.5% Notes at our option, at whole or in part, at any time or from time to time. If we elect to redeem the 2.5% Notes prior to March 3, 2022, we may redeem them at a specified “make-whole” premium. If we elect to redeem the 2.5% Notes on or after March 3, 2022, we may redeem them at a redemption price of 100% of the principal plus accrued and unpaid interest. Subject to certain limited exceptions, all payments of interest and principal for the 2.5% Notes will be made in Euros.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$500 million of registered senior unsecured notes that are due in August 2024 that bear interest at 4.5% (the “4.5% Notes”). The 4.5% Notes were issued at 99.444% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 4.5% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 4.5% Notes prior to May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 4.5% Notes on or after May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$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.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$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.</span></div><div style="margin-top:6pt;padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">$1.25 billion of privately placed senior unsecured notes that are due in February 2030 and bear interest at 3.25% (the “3.25% Notes”). In February 2020, we completed an offer to exchange these notes for registered notes having substantially the same financial terms and covenants as the original notes (the unregistered and registered notes </span></div><div style="margin-top:6pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">collectively, 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, beginning February 15, 2020. 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.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">All of our outstanding senior notes (collectively the “Notes”) are senior unsecured obligations issued by Expedia Group and guaranteed by certain domestic Expedia Group subsidiaries. The Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia Group and the guarantor subsidiaries. In addition, the Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. Accrued interest related to the Notes was $110 million and $76 million as of December 31, 2020 and December 31, 2019. The Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The total estimated fair value of our Notes was approximately $9.1 billion and $5.1 billion as of December 31, 2020 and December 31, 2019. The fair value was determined based on quoted market prices in less active markets and is categorized as Level 2 in the fair value hierarchy.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Credit Facilities</span></div><div style="margin-bottom:6pt;margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Revolving Credit Facility.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> As of December 31, 2019, Expedia Group maintained a $2 billion unsecured revolving credit facility with a group of lenders, which was unconditionally guaranteed by certain domestic Expedia Group subsidiaries that were the same as under the Notes and expired in May 2023. The facility contained covenants including maximum leverage and minimum interest coverage ratios. As of December 31, 2019, we had no revolving credit facility borrowings outstanding. On March 18, 2020, we borrowed $1.9 billion under the revolving credit facility. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective May 5, 2020, the revolving credit facility was amended and restated (the “Amended Credit Facility”) to, among other things: </span></div><div style="padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">suspend the maximum leverage ratio covenant until December 31, 2021;</span></div><div style="padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">increase the maximum permissible leverage ratio (once such covenant is reinstated) until March 31, 2023 (at which time the maximum permissible leverage ratio will return to the level in effect immediately prior to effectiveness of the Amended Credit Facility); </span></div><div style="padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">eliminate the covenant imposing a minimum interest coverage ratio and add a covenant regarding minimum liquidity; as well as </span></div><div style="padding-left:36pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">to make certain other amendments to the affirmative and negative covenants therein. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Obligations under the Amended Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries that guarantee the Amended Credit Facility (subject to certain exceptions, including for our new headquarters located in Seattle, WA) up to the maximum amount permitted under the indentures governing the Notes without securing such Notes. Aggregate commitments under the Amended Credit Facility initially totaled $2 billion, and mature on May 31, 2023. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Loans under the Amended Credit Facility bear interest (A) in the case of eurocurrency loans, at rates ranging from (i) prior to December 31, 2021, 2.25% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, from 1.00% to 1.75% depending on the Company’s credit ratings, and (B) in the case of base rate loans, at rates (i) prior to December 31, 2021, 1.25% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, from 0.00% to 0.75% per annum depending on the Company’s credit ratings. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The amount of stand-by letters of credit (“LOC”) issued under the prior credit facility as well as the Amended Credit Facility reduced the credit amount available. As of December 31, 2020 and December 31, 2019, there was $13 million and $16 million of outstanding stand-by LOCs issued under the facilities.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On August 5, 2020, the Amended Credit Facility was further amended in order to, among other things, make changes to certain provisions of the Amended Credit Facility to conform to the corresponding provisions in the Foreign Credit Facility described below.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Foreign Credit Facility</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Pursuant to the terms of the Amended Credit Facility, on August 5, 2020, the Company and Expedia Group International Holdings III, LLC, as borrower (the “Borrower”), entered into that Credit Agreement (as amended, </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">supplemented or otherwise modified from time to time, the “Foreign Credit Facility”) with a group of lenders. Obligations under the Foreign Credit Facility are unsecured. Such obligations are guaranteed by the Company, its subsidiaries that guarantee obligations under the Amended Credit Agreement, as mentioned above, and the Second Amendment, dated as of August 5, 2020, as mentioned below, and certain of the Company’s additional subsidiaries (collectively, the “Guarantors”).</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Aggregate commitments under the Foreign Credit Facility total $855 million, and mature on May 31, 2023. Substantially concurrently with the establishment of the Foreign Credit Facility, the Company reduced commitments under the Amended Credit Facility in an amount equal to $855 million and prepaid indebtedness under the Amended Credit Facility in an amount equal to $772 million, which was then outstanding under the Foreign Credit Facility.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Loans under the Foreign Credit Facility bear interest at a rate equal to an index rate plus a margin (A) in the case of eurocurrency loans, (i) prior to December 31, 2021, equal to 2.50% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, ranging from 1.25% to 2.00% per annum, depending on the Company’s credit ratings, and (B) in the case of base rate loans, (i) prior to December 31, 2021, equal to 1.50% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, ranging from 0.25% to per 1.00% annum, depending on the Company’s credit ratings.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The covenants, events of default and other terms and conditions in the Foreign Credit Facility are substantially similar to those in the Amended Credit Facility, but include additional limitations on the Borrower and certain other entities that are not obligors under the Amended Credit Facility.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Subsidiary Credit Facility. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, as of December 31, 2020, one of our international subsidiaries maintained a Euro 50 million uncommitted credit facility, which was guaranteed by Expedia Group. The facility was terminated in January 2021.</span></div>Outstanding Borrowings. In August 2020, the Company repaid the outstanding amount of $772 million on the Foreign Credit Facility as well as $478 million under the Amended Credit Facility. In December 2020, we repaid the remaining $650 million under the Amended Credit Facility. As of December 31, 2020, there were no borrowings outstanding under either facility. As of December 31, 2020 and December 31, 2019, there were no borrowings outstanding on the subsidiary credit facility. <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth our outstanding debt:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:62.003%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:17.057%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.95% senior notes due 2020</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">749 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.5% (€650 million) senior notes due 2022</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">798 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">725 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.6% senior notes due 2023</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">496 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.5% senior notes due 2024</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.25% senior notes due 2025</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,972 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.0% senior notes due 2025</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">740 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.0% senior notes due 2026</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">744 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">743 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.625% senior notes due 2027</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">743 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8% senior notes due 2028</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">993 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">992 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.25% senior dues due 2030</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,233 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,232 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="text-indent:20.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total debt</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,216 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,938 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current maturities of long-term debt</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(749)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="text-indent:20.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Long-term debt,</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">excluding current maturities</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,216 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,189 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div>(1)Net of discounts and debt issuance costs. 0.0595 0.0595 0 749000000 0.025 0.025 650 650 798000000 725000000 0.036 0.036 496000000 0 0.045 0.045 497000000 497000000 0.0625 0.0625 1972000000 0 0.070 0.070 740000000 0 0.050 0.050 744000000 743000000 0.04625 0.04625 743000000 0 0.038 0.038 993000000 992000000 0.0325 0.0325 1233000000 1232000000 8216000000 4938000000 0 749000000 8216000000 4189000000 750000000 0.0595 500000000 0.036 0.036 0.036 0.99922 0.036 0.036 750000000 0.04625 0.04625 0.04625 0.99997 0.04625 0.04625 0.036 0.04625 0.0025 0.0025 2000000000 0.0625 0.0625 0.0625 1 0.0625 0.0625 750000000 0.070 0.070 0.070 1 0.070 0.070 0.070 0.40 0.070 0.070 650000000 0.025 0.025 0.025 0.99525 0.025 0.025 0.025 1 0.025 500000000 0.045 0.045 0.045 0.99444 0.045 0.045 1 0.045 1 750000000 0.050 0.050 0.050 0.99535 0.050 0.050 1 0.050 1 1000000000 0.038 0.038 0.038 0.99747 0.038 0.038 1 0.038 1 1250000000 0.0325 0.0325 0.0325 0.0325 0.99225 0.0325 0.0325 1 0.0325 1 110000000 76000000 1.01 9100000000 5100000000 2000000000 0 1900000000 2000000000 0.0225 5.00 0.0100 0.0175 0.0125 0.0000 0.0075 13000000 16000000 855000000 855000000 772000000 0.0250 5.00 0.0125 0.0200 0.0150 0.0025 0.0100 50000000 772000000 478000000 650000000 0 0 0 Employee Benefit PlansOur U.S. employees are generally eligible to participate in a retirement and savings plan that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their pretax salary, but not more than statutory limits. We contribute fifty cents for each dollar a participant contributes in this plan, with a maximum contribution of 3% of a participant’s earnings. Our contribution vests with the employee after the employee completes two years of service. Effective June 1, 2020, as part of cost-saving steps resulting from the business impact of COVID-19, the Expedia Retirement Savings Plan was amended to eliminate matching contributions. Matching contributions were subsequently reinstated effective December 1, 2020. 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, $81 million and $70 million for the years ended December 31, 2020, 2019 and 2018. 0.50 0.03 P2Y 63000000 81000000 70000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 9 — Stock-Based Awards and Other Equity Instruments </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Pursuant to the Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, we may grant restricted stock, restricted stock awards, RSUs, stock options and other stock-based awards to directors, officers, employees and consultants. As of December 31, 2020, we had approximately 14 million shares of common stock reserved for new stock-based awards under the 2005 Stock and Annual Incentive Plan. We issue new shares to satisfy the exercise or release of stock-based awards. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vest 25% after one year and then vest quarterly over the following three years. During 2018, an equity choice program existed for annual awards that allowed for the choice of stock options or RSUs with certain limitations. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents a summary of RSU activity:</span></div><div style="margin-bottom:6pt;margin-top:9pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.661%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.080%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.227%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">RSUs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average<br/>Grant-Date Fair<br/>Value</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,941 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120.19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,821 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107.37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(615)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">118.41 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(386)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">113.55 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,761 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">113.12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,937 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">121.39 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(952)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114.33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(616)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,130 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117.05 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,802 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94.70 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,531)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">118.99 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,116)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108.88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,285 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101.93 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:2pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Includes 0.3 million target level performance share units granted.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The total market value of shares vested during the years ended December 31, 2020, 2019 and 2018 was $172 million, $117 million and $68 million.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents a summary of our stock option activity:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:36.583%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.709%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.005%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average<br/>Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Remaining<br/>Contractual Life</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aggregate<br/>Intrinsic Value</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In years)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,653 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95.23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,342 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">104.72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,098)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71.36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,197)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107.26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,700 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123.31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,370)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">85.04 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,246)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">111.31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,115 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,225)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95.36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,194)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103.29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,696 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable as of December 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,043 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103.59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested and expected to vest after December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,696 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The aggregate intrinsic value of outstanding options shown in the stock option activity table above represents the total pretax intrinsic value at December 31, 2020, based on our closing stock price of $132.40 as of the last trading date in 2020. The total intrinsic value of stock options exercised was $74 million, $145 million and $107 million for the years ended December 31, 2020, 2019 and 2018. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There were no options granted during the year ended December 31, 2020 and options granted in 2019 were immaterial. The fair value of stock options granted during the year ended December 31, 2018 were estimated at the date of grant using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option-pricing models, assuming the following weighted average assumptions:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.426%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.374%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.47 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32.81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected life (in years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.80</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average estimated fair value of options granted during the year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:10pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2020, 2019 and 2018, we recognized total stock-based compensation expense of $205 million, $241 million and $203 million. The total income tax benefit related to stock-based compensation expense was $44 million, $55 million and $39 million for 2020, 2019 and 2018. We capitalized $36 million, $30 million and $24 million of stock-based compensation expense associated with the cost of developing internal-use software in 2020, 2019 and 2018.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash received from stock-based award exercises for the years ended December 31, 2020 and 2019 was $301 million and $284 million. Total current income tax benefits during the years ended December 31, 2020 and 2019 associated with the exercise of stock-based awards held by our employees were $1 million and $60 million.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, there was approximately $462 million of unrecognized stock-based compensation expense related to unvested stock-based awards, which is expected to be recognized in expense over a weighted-average period of 2.47 years.</span></div><div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Employee Stock Purchase Plan</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 10% of their base compensation. Effective August 1, 2020, eligible employees are allowed to contribute up to 15% of their base compensation. During 2020, 2019 and 2018, approximately 212,000, 171,000, and 170,000 shares were purchased under this plan for an average price of $84.89, $99.41 and $101.26 per share. As of December 31, 2020, we have reserved approximately 0.4 million shares of our common stock for issuance under the ESPP.</span></div> 14000000 0.25 P1Y P3Y <div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents a summary of RSU activity:</span></div><div style="margin-bottom:6pt;margin-top:9pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:59.661%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.080%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.227%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">RSUs</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average<br/>Grant-Date Fair<br/>Value</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,941 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120.19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,821 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107.37 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(615)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">118.41 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(386)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">113.55 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,761 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">113.12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,937 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">121.39 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(952)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114.33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(616)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,130 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117.05 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,802 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94.70 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,531)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">118.99 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,116)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">108.88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,285 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101.93 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:2pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Includes 0.3 million target level performance share units granted.</span> 1941000 120.19 1821000 107.37 615000 118.41 386000 113.55 2761000 113.12 2937000 121.39 952000 114.33 616000 117.54 4130000 117.05 3802000 94.70 1531000 118.99 1116000 108.88 5285000 101.93 300000 172000000 117000000 68000000 <div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents a summary of our stock option activity:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:36.583%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.709%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.005%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Options</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average<br/>Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Remaining<br/>Contractual Life</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Aggregate<br/>Intrinsic Value</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In years)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of January 1, 2018</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,653 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95.23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,342 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">104.72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,098)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71.36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,197)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107.26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2018</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,700 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123.31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,370)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">85.04 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,246)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">111.31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2019</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,115 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,225)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95.36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,194)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103.29 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance as of December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,696 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable as of December 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,043 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103.59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.2</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">177 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested and expected to vest after December 31, 2020</span></td><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,696 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.7</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div> 15653000 95.23 5342000 104.72 2098000 71.36 1197000 107.26 17700000 100.11 31000 123.31 3370000 85.04 1246000 111.31 13115000 102.97 0 0 3225000 95.36 1194000 103.29 8696000 105.75 P2Y8M12D 238000000 6043000 103.59 P2Y2M12D 177000000 8696000 105.75 P2Y8M12D 238000000 132.40 74000000 145000000 107000000 0 The fair value of stock options granted during the year ended December 31, 2018 were estimated at the date of grant using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option-pricing models, assuming the following weighted average assumptions:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.426%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.374%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.47 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32.81 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Expected life (in years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.80</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.11 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average estimated fair value of options granted during the year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24.97 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table> 0.0247 0.3281 P3Y9M18D 0.0111 24.97 205000000 241000000 203000000 44000000 55000000 39000000 36000000 30000000 24000000 301000000 284000000 1000000 60000000 462000000 P2Y5M19D 0.85 0.10 0.15 212000 171000 170000 84.89 99.41 101.26 400000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 10 — Income Taxes </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes our U.S. and foreign income (loss) before income taxes:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S.</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,354)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">172 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(797)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">453 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,151)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">775 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">485 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Provision for Income Taxes</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes our provision for income taxes:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:48.680%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.151%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.151%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.154%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income tax (benefit) expense:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">186 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">96 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">198 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income tax expense</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">294 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">395 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax (benefit) expense:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. federal</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(315)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(273)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(65)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(108)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax (benefit) expense</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(488)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(91)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(308)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax (benefit) expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(423)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">203 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We reduced our current income tax payable by $1 million, $60 million and $34 million for the years ended December 31, 2020, 2019 and 2018 for tax deductions attributable to stock-based compensation.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Income Taxes</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020 and 2019, the significant components of our deferred tax assets and deferred tax liabilities were as follows:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:62.976%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.496%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for accrued expenses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred loyalty rewards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">180 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss and tax credit carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">654 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">172 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,356 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(216)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(77)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,140 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">702 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill and intangible assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(422)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(485)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease ROU assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(126)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(548)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(613)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">592 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, we had U.S. federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $1.8 billion, $733 million and $1.4 billion. U.S. federal NOLs of $1.8 billion may be carried forward indefinitely, and U.S. federal NOLs of $20 million expire at various times starting from 2034. State NOLs of $110 million may be carried forward indefinitely, and state NOLs of $623 million expire at various times starting from 2021. Foreign NOLs of $272 million may be carried forward indefinitely, and foreign NOLs of $1.1 billion expire at various times starting from 2021.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, we have a valuation allowance of approximately $216 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 $139 million from the amount recorded as of December 31, 2019 primarily due to the absence of potential capital gains necessary to use capital loss carryforwards. The amount of the deferred tax asset considered realizable, however, may be adjusted if estimates of future taxable income increase, taxable income of the appropriate character is forecasted, capital gains are realized or if objective negative evidence in the form of cumulative GAAP losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to the one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits in 2017, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To the extent the repatriation resulted in differences between the GAAP and tax carrying values of Expedia Group’s investment in foreign subsidiaries whose offshore earnings are not indefinitely reinvested, or to the extent future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued. The amount of undistributed earnings in foreign subsidiaries where the foreign subsidiary has or will invest undistributed earnings indefinitely outside of the United States, and for which future distributions could be taxable, was $85 million as of December 31, 2020. The unrecognized deferred tax liability related to the U.S. federal income tax consequences of these earnings was $22 million as of December 31, 2020. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:51.385%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.250%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.250%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.255%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax (benefit) expense at the U.S. federal statutory rate of 21%</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(662)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign tax rate differential</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. federal research and development credit</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Excess tax benefits related to stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefits and related interest</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">139 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Return to provision true-ups</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">trivago stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State taxes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-deductible goodwill impairment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferral of capital losses</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Global intangible low-taxed income</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign-derived intangible income</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax (benefit) expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(423)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">203 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:12pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our effective tax rate for 2020 was lower than the 21% U.S. federal statutory income tax rate due to valuation allowances and nondeductible impairments measured against a pre-tax loss. Our effective tax rate for 2019 was higher than the 21% U.S. federal statutory income tax rate due to state income taxes, foreign income taxed at higher than the U.S. federal statutory tax rate, as well as losses in foreign jurisdictions for which we did not record a tax benefit. Our effective tax rate for 2018 was lower than the 21% U.S. federal statutory income tax rate due to earnings in foreign jurisdictions, primarily Switzerland, where the statutory income tax rate is lower, as well as excess tax benefits relating to stock-based payments, and foreign-derived intangible income.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Unrecognized Tax Benefits and Interest</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:52.194%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.980%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.980%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.982%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">305 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">293 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">261 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increases to tax positions related to the current year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increases to tax positions related to prior years</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Decreases to tax positions related to prior years</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reductions due to lapsed statute of limitations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Settlements during current year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest and penalties</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of year</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">345 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">305 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">293 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, we had $345 million of gross unrecognized tax benefits, $219 million of which, if recognized, would affect the effective tax rate. As of December 31, 2019, we had $305 million of gross unrecognized tax benefits, $188 million of which, if recognized, would affect the effective tax rate. As of December 31, 2018, we had $293 million of gross unrecognized tax benefits, $180 million of which, if recognized, would affect the effective tax rate. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020 and 2019, total gross interest and penalties accrued was $49 million and $37 million, respectively. We recognized interest expense of $12 million in 2020 and $8 million in 2019 as well as 2018 in connection with our unrecognized tax benefits.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is routinely audited by U.S. federal, state, local and foreign income tax authorities. These audits include questioning the timing and amount of income and deductions, and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service ("IRS") is currently examining Expedia Group’s consolidated U.S. federal income tax returns for the periods ended December 31, 2011 through December 31, 2016. The Company has consented to an extension of the statute of limitations, until September 30, 2021 related to the 2011 to 2013 tax years, and until December 31, 2021 related to the 2014 to 2016 tax years. As of December 31, 2020, for the Expedia Group, Inc. and Subsidiaries group, statute of limitations for tax years 2011 through 2019 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.</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fourth quarter of 2019, the Internal Revenue Service (“IRS”) issued final adjustments related to transfer pricing with our foreign subsidiaries for our 2011 to 2013 tax years. The proposed adjustments would increase our U.S. taxable income by $696 million, which would result in U.S. federal tax of approximately $244 million, subject to interest. We do not agree with the position of the IRS. We filed a protest with the IRS for our 2011 to 2013 tax years and Appeals returned the case to Exam for further review. We are also under examination by the IRS for our 2014 to 2016 tax years. Subsequent years remain open to examination by the IRS. We do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years.</span></div> <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes our U.S. and foreign income (loss) before income taxes:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S.</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,354)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">172 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(797)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">453 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,151)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">775 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">485 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> -2354000000 172000000 32000000 -797000000 603000000 453000000 -3151000000 775000000 485000000 <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes our provision for income taxes:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:48.680%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.151%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.151%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.154%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income tax (benefit) expense:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">186 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">96 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">198 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">167 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income tax expense</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">65 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">294 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">395 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax (benefit) expense:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. federal</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(315)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(273)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(65)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(108)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(29)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax (benefit) expense</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(488)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(91)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(308)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax (benefit) expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(423)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">203 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> -31000000 76000000 186000000 0 20000000 42000000 96000000 198000000 167000000 65000000 294000000 395000000 -315000000 -53000000 -273000000 -65000000 -9000000 -25000000 -108000000 -29000000 -10000000 -488000000 -91000000 -308000000 -423000000 203000000 87000000 1000000 60000000 34000000 <div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020 and 2019, the significant components of our deferred tax assets and deferred tax liabilities were as follows:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:62.976%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.495%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.496%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for accrued expenses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred loyalty rewards</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">180 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss and tax credit carryforwards</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">654 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease liabilities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">172 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,356 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">779 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(216)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(77)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,140 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">702 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill and intangible assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(422)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(485)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease ROU assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(126)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(548)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(613)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">592 </span></td><td style="border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 91000000 100000000 180000000 183000000 654000000 100000000 70000000 86000000 54000000 102000000 135000000 136000000 172000000 72000000 1356000000 779000000 216000000 77000000 1140000000 702000000 422000000 485000000 126000000 128000000 548000000 613000000 592000000 89000000 1800000000 733000000 1400000000 1800000000 20000000 110000000 623000000 272000000 1100000000 216000000 139000000 85000000 22000000 <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:51.385%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.250%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.250%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.255%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax (benefit) expense at the U.S. federal statutory rate of 21%</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(662)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">163 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign tax rate differential</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">U.S. federal research and development credit</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(23)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Excess tax benefits related to stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefits and related interest</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">139 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Return to provision true-ups</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">trivago stock-based compensation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State taxes</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-deductible goodwill impairment</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferral of capital losses</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(53)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Global intangible low-taxed income</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign-derived intangible income</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(38)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax (benefit) expense</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(423)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">203 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> -662000000 163000000 102000000 16000000 40000000 -42000000 24000000 25000000 23000000 6000000 -13000000 -10000000 36000000 17000000 23000000 139000000 -3000000 8000000 -20000000 -12000000 -7000000 5000000 7000000 7000000 -48000000 22000000 11000000 170000000 0 16000000 -53000000 0 0 0 0 13000000 0 14000000 38000000 12000000 21000000 27000000 -423000000 203000000 87000000 <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:52.194%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.980%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.980%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.532%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.982%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of year</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">305 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">293 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">261 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increases to tax positions related to the current year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Increases to tax positions related to prior years</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Decreases to tax positions related to prior years</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Reductions due to lapsed statute of limitations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Settlements during current year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest and penalties</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of year</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">345 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">305 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">293 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 305000000 293000000 261000000 16000000 12000000 24000000 18000000 5000000 2000000 2000000 0 0 4000000 2000000 2000000 0 11000000 0 12000000 8000000 8000000 345000000 305000000 293000000 345000000 219000000 305000000 188000000 293000000 180000000 49000000 37000000 12000000 8000000 8000000 696000000 244000000 <div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 11 — Capital Stock </span></div><div style="margin-top:5pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Common Stock and Class B Common Stock</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:5pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Preferred Stock and Warrants </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On May 5, 2020, we completed the sale of Series A Preferred Stock (as defined below) and warrants (the “Warrants”) to purchase our common stock (“Common Stock”) to AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc. (the “Apollo Purchaser”) and SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P., affiliates of Silver Lake Group, L.L.C. (the “Silver Lake Purchasers”) pursuant to the Company’s previously announced Investment Agreements, dated as of April 23, 2020, with the Apollo Purchaser and the Silver Lake Purchasers (together, the “Investment Agreements”). </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We issued and sold (1) to the Apollo Purchaser, pursuant to the Apollo Investment Agreement, 600,000 shares of the Company’s newly created Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) and Warrants to purchase 4.2 million shares of the Company’s common stock for an aggregate purchase price of $588 million and (2) to the Silver Lake Purchaser, pursuant to the Silver Lake Investment Agreement, 600,000 shares of Series A Preferred Stock and Warrants to purchase 4.2 million shares of Common Stock, for an aggregate purchase price of $588 million. At closing, we paid certain fees in an aggregate amount of $12 million to affiliates of the Apollo Purchaser and the Silver Lake Purchaser. On the terms and subject to the conditions set forth in the Investment Agreements, from and after the closing, (1) each of the Apollo Purchaser and the Silver Lake Purchaser designated one representative who was appointed to the Board of Directors of the Company (the “Board”) and (2) the Apollo Purchaser appointed one non-voting observer to the Board, in each case until such time as the applicable Purchaser and its Permitted Transferees (as defined in the Investment Agreements) no longer beneficially own (a) at least 50% of the shares of Series A Preferred Stock purchased by the applicable Purchaser under the Investment Agreement (unless the applicable Purchaser holds less than 50% of the shares of Series A Preferred Stock as a result of redemptions by the Company, in which case the reference to 50% shall be replaced with a reference to </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">20%</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">) and (b) Warrants and/or Common Stock for which the Warrants were exercised that represent in the aggregate and on an as exercised basis, at least 50% of the shares underlying the Warrants purchased by the applicable Purchaser under the Investment Agreement. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Investment Agreements (including the forms of Certificate of Designations, Warrants and Registration Rights Agreement) contain other customary covenants and agreements, including certain standstill provisions and customary preemptive rights. </span></div><div style="margin-bottom:5pt;margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Certificate of Designations for Series A Preferred Stock. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Dividends on each share of Series A Preferred Stock accrue daily on the Preference Amount (as defined below) at the then-applicable Dividend Rate (as defined below) and are payable semi-</span></div><div style="margin-bottom:5pt;margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">annually in arrears. As used herein, “Dividend Rate” with respect to the Series A Preferred Stock means (a) from the closing until the day immediately preceding the fifth anniversary of the closing, 9.5% per annum, (b) beginning on each of the fifth, sixth and seventh anniversaries of the closing, the then-applicable Dividend Rate shall be increased by 100 basis points on each such yearly anniversary, and (c) beginning on each of the eighth and ninth anniversaries of the closing date, the then-applicable Dividend Rate shall be increased by 150 basis points on each such yearly anniversary. The Dividend Rate is also subject to certain adjustments if the Company incurs indebtedness causing its leverage to exceed certain thresholds. Dividends are payable (a) until the third anniversary of the closing, either in cash or through an accrual of unpaid dividends (“Dividend Accrual”), at the Company’s option, (b) from the third anniversary of the closing until the sixth anniversary of the closing, either in cash or in a combination of cash and Dividend Accrual (with no more than 50% of the total amount of such Dividend being paid through a Dividend Accrual), at the Company’s option and (c) thereafter, in cash. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Series A Preferred Stock rank senior to the common stock and the Class B common stock of the Company with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At any time on or before the first anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 105% of the sum of the original liquidation preference of $1,000 per share of Series A Preferred Stock plus any Dividend Accruals (the “Preference Amount”), plus accrued and unpaid distributions as of the redemption date. Any time after the first anniversary of the closing but on or prior to the second anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 103% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. Any time after the second anniversary of the closing but on or prior to the third anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 102% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. Any time after the third anniversary of the closing but on or prior to the fourth anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 101% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. At any time after the fourth anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to the Preference Amount plus accrued and unpaid distributions as of the redemption date. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, upon the occurrence of a change of control, (i) we shall have the right, but not the obligation, to redeem any or all of the outstanding shares of Series A Preferred Stock at the then applicable redemption price, payable in cash and (ii) each holder will have the right, but not the obligation, to require the Company to redeem any or all of the outstanding shares of Series A Preferred Stock owned by such holder at the then applicable redemption price, payable in cash.</span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Series A Preferred Stock is not convertible into common stock or Class B common stock. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Each holder of Series A Preferred Stock will have one vote per share on any matter on which holders of Series A Preferred are entitled to vote separately as a class (as described below), whether at a meeting or by written consent. The holders of shares of Series A Preferred Stock do not otherwise have any voting rights. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The vote or consent of the holders of at least two-thirds of the shares of Series A Preferred Stock outstanding at such time, voting together as a separate class, is required in order for the Company to (i) amend, alter or repeal any provision of its Amended and Restated Certificate of Incorporation (including the certificates of designations relating to the Series A Preferred Stock) in a manner that would have an adverse effect on the rights, preferences or privileges of the Series A Preferred Stock, as applicable, (ii) issue, any capital stock ranking senior or pari passu to the Series A Preferred Stock, other than certain issuances to a governmental entity in connection with a financing transaction or (iii) liquidate, dissolve or wind up the Company. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Series A Preferred Stock is classified within temporary equity on our consolidated balance sheets due to provisions that could cause the equity to be redeemable at the option of the holder. However, such events that could cause the Series A Preferred Stock to become redeemable are not considered probable of occurring. As of December 31, 2020, the carrying value of the Series A Preferred Stock was $1,022 million, net of $68 million in initial discount and issuance costs as well as $110 million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">allocated on a relative fair value basis to the concurrently issued Warrants recorded to additional paid-in capital (as described below). The Series A Preferred Stock accumulated and paid $75 million (or $62.47 per share of Series A Preferred Stock) in total dividends during 2020.</span></div><div style="margin-bottom:5pt;margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Warrants to Purchase Company Common Stock. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Pursuant to the Investment Agreements, we issued to each of (1) the Silver Lake Purchasers (in the aggregate) and (2) the Apollo Purchaser, Warrants to purchase 4.2 million shares of Common Stock at an exercise price of $72.00 per share, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Company on the Common Stock. The Warrants are exercisable on a net share settlement basis. The Warrants expire ten years after the closing date. </span></div><div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Registration Rights Agreement. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with and concurrently with the effective time of the transactions contemplated by the Investment Agreements, the Company, the Apollo Purchaser and the Silver Lake Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Apollo Purchaser and the Silver Lake Purchasers are entitled to certain registration rights. Under the terms of the Registration Rights Agreement, the Apollo Purchaser and the Silver Lake Purchasers are entitled to customary registration rights with respect to the shares of Common Stock for which the Warrants may be exercised and, from and after the fifth anniversary of the closing, the Series A Preferred Stock.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Treasury Stock </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, the Company's treasury stock was comprised of approximately 123.5 million common stock and 7.3 million Class B shares. As of December 31, 2019, the Company's treasury stock was comprised of approximately 119.6 million common stock and 7.3 million Class B shares. As of December 31, 2018, the entire treasury stock balance of 97.2 million was common stock.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Share Repurchases. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2019, 2012, 2010, and 2006, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock in each of the respective years, during 2015 authorized a repurchase of up to 10 million shares of our common stock and during 2018 authorized a repurchase of up to 15 million shares of our common stock for a total of 105 million shares. Shares repurchased under the authorized programs were as follows:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:46.407%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.911%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Number of shares repurchased</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.4 million</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.6 million</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.7 million</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Average price per share</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109.88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">122.72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117.02 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cost of repurchases (in millions)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">370 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">683 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">903 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Amount excludes transaction costs.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020, 23.3 million shares remain authorized for repurchase under the 2019 and 2018 authorizations with no fixed termination date for the repurchases.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For information related to shares repurchased as part of the Liberty Expedia Holdings transaction during 2019, see NOTE 17 – Liberty Expedia Holdings Transaction.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Dividends on our Common Stock</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2020, 2019 and 2018, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following common stock dividends:</span></div><div style="margin-bottom:6pt;margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:26.465%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.468%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.964%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.762%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.897%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.912%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Declaration Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Dividend<br/>Per Share</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Record Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Amount<br/>(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Payment Date</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2020:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">February 13, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 10, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 26, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2019:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">February 6, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 7, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 27, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 1, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 23, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">June 13, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">July 24, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 22, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">September 12, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">November 6, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">November 19, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 12, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2018:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">February 7, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 8, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 28, 2018</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">April 24, 2018</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 24, 2018</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">June 14, 2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">July 23, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 23, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">September 13, 2018</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">October 19, 2018</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">November 15, 2018</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 6, 2018</span></td></tr></table></div><div style="margin-top:12pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the second quarter of 2020, we suspended quarterly dividends on our common stock. We do not expect to declare future dividends on our common stock, at least until the current economic and operating environment improves. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accumulated Other Comprehensive Income (Loss)</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The balance of accumulated other comprehensive loss as of December 31, 2020 and 2019 was comprised of foreign currency translation adjustments. These translation adjustments include foreign currency transaction losses at December 31, 2020 and 2019 of $69 million ($90 million before tax) and $15 million ($19 million before tax) associated with our 2.5% Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets. See NOTE 2 — Significant Accounting Policies for more information. </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Non-redeemable Non-controlling Interests</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2020 and 2019, our ownership interest in trivago was approximately 59.0% and 59.3%. </span></div>In August 2018, we purchased the remaining 25% minority equity interest in AAE Travel Pte. Ltd., the joint venture formed by Air Asia and Expedia Group in March 2011. Prior to this transaction, we held a 75% controlling interest in the joint venture since 2015. The cash consideration was approximately $62 million. 1600000000 0.0001 400000000 0.0001 1 10 0.25 600000 0.001 4200000 588000000 600000 4200000 588000000 12000000 0.50 0.50 0.50 0.20 0.50 0.095 0.0100 0.0150 0.50 1.05 1000 1.03 1.02 1.01 1022000000 68000000 110000000 75000000 62.47 4200000 4200000 72.00 72.00 P10Y 123500000 7300000 119600000 7300000 97200000 20000000 20000000 20000000 20000000 10000000 15000000 105000000 Shares repurchased under the authorized programs were as follows:<div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:46.407%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.911%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Number of shares repurchased</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.4 million</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.6 million</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.7 million</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Average price per share</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109.88 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">122.72 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">117.02 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total cost of repurchases (in millions)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">370 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">683 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">903 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Amount excludes transaction costs.</span></div> 3400000 5600000 7700000 109.88 122.72 117.02 370000000 683000000 903000000 23300000 <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2020, 2019 and 2018, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following common stock dividends:</span></div><div style="margin-bottom:6pt;margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:26.465%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.468%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:6.964%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.762%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.897%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.912%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Declaration Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Dividend<br/>Per Share</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Record Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Amount<br/>(in millions)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Payment Date</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2020:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">February 13, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 10, 2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 26, 2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2019:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">February 6, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 7, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 27, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 1, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 23, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">June 13, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">July 24, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 22, 2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">September 12, 2019</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">November 6, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">November 19, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 12, 2019</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2018:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">February 7, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.30 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 8, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">March 28, 2018</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">April 24, 2018</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">May 24, 2018</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">June 14, 2018</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">July 23, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">August 23, 2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">September 13, 2018</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">October 19, 2018</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.32 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">November 15, 2018</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 6, 2018</span></td></tr></table></div> 0.34 48000000 0.32 47000000 0.32 48000000 0.34 50000000 0.34 50000000 0.30 46000000 0.30 45000000 0.32 47000000 0.32 48000000 -69000000 -90000000 -15000000 -19000000 0.025 0.025 0.590 0.593 0.25 0.75 62000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 12 — Earnings Per Share </span></div><div style="margin-top:5pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basic Earnings Per Share</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic earnings per share was calculated for the years ended December 31, 2020, 2019 and 2018 using the weighted average number of common and Class B common shares outstanding during the period excluding restricted stock and stock held in escrow.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Diluted Earnings Per Share</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, 2019 and 2018, we computed diluted earnings per share using (i) the number of shares of common stock and Class B common stock used in the basic earnings per share calculation as indicated above (ii) if dilutive, the incremental common stock that we would issue upon the assumed exercise of stock options and the vesting of RSUs using the treasury stock method, and (iii) other stock-based commitments.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents our basic and diluted earnings (loss) per share:</span></div><div style="margin-bottom:6pt;margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions, except share and per share data)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net income (loss) attributable to Expedia Group, Inc.</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,612)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">565 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">406 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Preferred stock dividend</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(75)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net income (loss) attributable to Expedia Group, Inc. common stockholders</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,687)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">565 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">406 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19.00)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.84 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.71 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19.00)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.65 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted average number of shares outstanding (000's):</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141,414 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147,194 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149,961 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive effect of:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options to purchase common stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,873 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,317 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other dilutive securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">817 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">611 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141,414 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149,884 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,889 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:12pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Outstanding stock awards and common stock warrants that have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive were approximately 22 million for the year ended December 31, 2020, seven million for 2019, and nine million for 2018.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents our basic and diluted earnings (loss) per share:</span></div><div style="margin-bottom:6pt;margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions, except share and per share data)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net income (loss) attributable to Expedia Group, Inc.</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,612)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">565 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">406 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Preferred stock dividend</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(75)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net income (loss) attributable to Expedia Group, Inc. common stockholders</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,687)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">565 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">406 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19.00)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.84 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.71 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19.00)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.77 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.65 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted average number of shares outstanding (000's):</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141,414 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147,194 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149,961 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dilutive effect of:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options to purchase common stock</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,873 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,317 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other dilutive securities</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">817 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">611 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">141,414 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">149,884 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,889 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> -2612000000 565000000 406000000 75000000 0 0 -2687000000 565000000 406000000 -19.00 3.84 2.71 -19.00 3.77 2.65 141414000 147194000 149961000 0 1873000 2317000 0 817000 611000 141414000 149884000 152889000 22000000 7000000 9000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 13 — Restructuring and Related Reorganization Charges </span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In February 2020, we committed to restructuring actions intended to simplify our businesses and improve operational </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">efficiencies, which have resulted in headcount reductions, and, subsequently in 2020, the Company accelerated further actions to adapt our business to the current environment. As a result, we recognized $231 million in restructuring and related reorganization charges during 2020. Based on current plans, which are subject to change, we expect total reorganization charges in 2021 of approximately $60 million. However, we continue to actively evaluate additional cost reduction efforts and should we make decisions in future periods to take further actions we will incur additional reorganization charges.</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We also engaged in certain smaller scale restructure actions in 2019 to centralize and migrate certain operational functions and systems, for which we recognized $24 million in restructuring and related reorganization charges, which were primarily related to severance, benefits and professional fees. We had no restructuring charges in 2018.</span></div><div style="margin-top:6pt;text-indent:27pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the restructuring and related reorganization activity for the year ended December 31, 2020 with the other charges primarily comprised of lease impairments and professional fees:</span></div><div style="margin-bottom:5pt;margin-top:11pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:51.685%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.149%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.149%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.151%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Employee Severance and Benefits</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other</span></td><td colspan="3" style="border-bottom:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued liability as of January 1, 2020</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Charges</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">205 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">26 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">231 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payments</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(120)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(17)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(137)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-cash items</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued liability as of December 31, 2020</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 231000000 60000000 24000000 0 11000000 6000000 17000000 205000000 26000000 231000000 120000000 17000000 137000000 7000000 -15000000 -8000000 103000000 0 103000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 14 — Other Income (Expense)</span></div><div style="margin-top:5pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other, net</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the components of other, net:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:51.832%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.149%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.151%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">For the Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange rate gains </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">losses), net</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gains (losses) on minority equity investments, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(142)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(111)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss on sale of businesses, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(90)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(110)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the components of other, net:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:51.832%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.002%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.149%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.151%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">For the Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign exchange rate gains </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">losses), net</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">71 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gains (losses) on minority equity investments, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(142)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(111)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss on sale of businesses, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(90)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(110)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 71000000 -34000000 3000000 -142000000 8000000 -111000000 -13000000 0 0 -6000000 12000000 -2000000 -90000000 -14000000 -110000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 15 — Commitments and Contingencies </span></div><div style="margin-top:5pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Letters of Credit, Purchase Obligations and Guarantees</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2020:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.415%"><tr><td style="width:1.0%"/><td style="width:36.105%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.811%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.811%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.811%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.811%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.111%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">By Period</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Less than<br/>1  year</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">1 to 3<br/>years</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">3 to 5<br/>years</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">More than<br/>5  years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase obligations</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,042 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">551 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">452 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Guarantees</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Letters of credit</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,133 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">634 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">457 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2020, 2019 and 2018.</span></div><div style="margin-top:17pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Legal Proceedings</span></div><div style="margin-top:4.5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Litigation Relating to Occupancy Taxes.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> One hundred one lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes. Nine lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to us or the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, forty-eight of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Thirty-four dismissals were based on a finding that we and the other defendants were not subject to the local tax ordinance or that the local government lacked standing to pursue its claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $58 million and $48 million as of December 31, 2020 and 2019, 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.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Pay-to-Play.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For example, on September 13, 2018, the City of San Francisco refunded all pay-to-play payments previously made by Expedia Group companies, along with accumulated interest. The $78 million refund was recorded as a gain within legal reserves, occupancy tax and other in the consolidated statements of operations and $19 million of accumulated interest to interest income during 2018.</span></div><div style="margin-bottom:6.5pt;margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-bottom:6.5pt;margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Matters Relating to International VAT</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. 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.</span></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Competition and Consumer Matters</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. On August 23, 2018, the Australian Competition and Consumer Commission, or "ACCC", instituted proceedings in the Australian Federal Court against trivago. The ACCC alleged breaches of Australian Consumer Law, or "ACL," relating to trivago’s advertisements in Australia concerning the hotel prices available on trivago’s Australian site, trivago’s strike-through pricing practice and other aspects of the way offers for accommodation were displayed on trivago's Australian website. The matter went to trial in September 2019 and, on January 20, 2020, the Australian Federal Court issued a judgment finding trivago had engaged in conduct in breach of the ACL. On March 4, 2020, trivago filed a notice of appeal of part of that judgment at the Australian Federal Court. On November 4, 2020, the Australian Federal Court dismissed trivago's appeal. The court has yet to set a date for a separate hearing regarding penalties and other orders. We recorded the estimated probable loss associated with the proceedings in a previous period. An estimate for the reasonable possible loss or range of loss in excess of the amount reserved cannot be made.</span> The following table presents these commitments and obligations as of December 31, 2020:<table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.415%"><tr><td style="width:1.0%"/><td style="width:36.105%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.811%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.811%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.811%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:10.811%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.535%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.111%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">By Period</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Less than<br/>1  year</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">1 to 3<br/>years</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">3 to 5<br/>years</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">More than<br/>5  years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase obligations</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,042 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">551 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">452 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Guarantees</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Letters of credit</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,133 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">634 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">457 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table> 1042000000 551000000 452000000 39000000 0 59000000 59000000 0 0 0 32000000 24000000 5000000 0 3000000 1133000000 634000000 457000000 39000000 3000000 101 9 48 34 58000000 48000000 78000000 19000000 <div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 16 – Acquisitions, Other Investments and Divestitures</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">2020 and 2019 Acquisition Activity</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We had no acquisition activity during the year ended December 31, 2020 and nominal acquisition activity during the year ended December 31, 2019. Refer to NOTE 17 – Liberty Expedia Holdings Transaction for details of this transaction completed during 2019.</span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">2018 Acquisition and Other Investment Activity</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2018, we completed two business combinations. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:82.501%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.299%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:2pt;margin-top:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles with definite lives </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:2pt;margin-top:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">     Total</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline"> (2)</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:29.25pt;text-indent:-29.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:17.59pt">Acquired intangible assets with definite lives had a weighted average useful life of 2.9 years.</span></div><div style="padding-left:29.25pt;text-indent:-29.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:17.59pt">Included cash acquired of $1 million. </span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The goodwill recorded for the business combinations was not expected to be deductible for tax purposes. The results of operations were immaterial from the transaction close dates through December 31, 2018. </span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Other Investments.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> In December 2018, we made an additional investment of $70 million in Traveloka Holding Limited ("Traveloka"), a Southeast Asian online travel company, for which we made an initial investment during 2017. The initial investment in July 2017 of $350 million expanded our partnership to include deeper cooperation on hotel supply between our two companies. The majority of our investments are accounted for as a minority equity investment and included within long-term investment and other assets on the consolidated balance sheets with a small portion of the initial investment allocated to intangible assets.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="margin-top:14pt;text-indent:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">2020 Disposition Activity</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the third quarter of 2020, in connection with our efforts to focus on our core businesses and streamline our activities, we committed to a plan that we think is probable of completion within the next year to divest certain smaller businesses within our Retail segment, one of which completed its sale in October 2020</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and one we expect to complete in March 2021. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We recognized a loss of $13 million within other, net in the consolidated statements of operations during the fourth quarter of 2020 with respect to the sale of the disposal group which completed in October 2020. </span></div><div style="margin-bottom:6.5pt;margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As a result, beginning in the third quarter of 2020, the related assets and liabilities of these disposal groups were considered held-for-sale and, for the business that remains as held-for-sale as of December 31, 2020, consists of the following:</span></div><div style="margin-bottom:6pt;padding-left:45pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%;padding-left:14.5pt">Held-for-sale assets of $21 million, which were primarily classified within cash of $5 million, accounts receivable of $2 million and prepaid expenses and other current assets of $12 million.</span></div><div style="margin-bottom:6pt;padding-left:45pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%;padding-left:14.5pt">Held-for-sale liabilities of $53 million, which were primarily classified within merchant accounts payable of $8 million, accrued expenses and other current liabilities of $5 million and deferred merchant bookings of $38 million.</span></div>In May 2020, we completed the sale of Bodybuilding.com, and the impacts of the divestiture are not considered material to the Company. <div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2018, we completed two business combinations. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions:</span></div><div style="margin-bottom:6pt;margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.853%"><tr><td style="width:1.0%"/><td style="width:82.501%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.299%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:2pt;margin-top:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles with definite lives </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="margin-bottom:2pt;margin-top:2pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">     Total</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline"> (2)</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:29.25pt;text-indent:-29.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:17.59pt">Acquired intangible assets with definite lives had a weighted average useful life of 2.9 years.</span></div>(2)Included cash acquired of $1 million 2 31000000 24000000 1000000 54000000 P2Y10M24D 1000000 70000000 350000000 -13000000 21000000 5000000 2000000 12000000 53000000 8000000 5000000 38000000 <div style="margin-top:18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 17 – Liberty Expedia Holdings Transaction </span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On July 26, 2019, Expedia Group acquired all of the outstanding shares of Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) in a merger transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock were exchanged for newly issued shares of common stock of Expedia Group with a fair value of $2.9 billion, assumption of $400 million in debt and $15 million of cash. We accounted for the acquired Liberty Expedia Holdings assets and liabilities, except for the Expedia Group shares repurchased, as a business combination. We accounted for the acquired Expedia Group shares held by Liberty Expedia Holdings as a share repurchase for consideration of $3.2 billion. As a result of this transaction, Expedia Group’s shares outstanding were reduced by approximately 3.1 million shares. The fair value of the assets and liabilities acquired in the business combination was $96 million, which was primarily comprised of $78 million of cash and $10 million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">of a trade name definite lived intangible asset related to Bodybuilding.com. Bodybuilding.com is primarily an Internet retailer of dietary supplements, sports nutrition products, and other health and wellness products. No goodwill was recorded for the portion of the transaction accounted for as a business combination.</span></div><div style="margin-top:9pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the Liberty Expedia Holdings transaction, a wholly-owned subsidiary of Expedia Group, Inc. (“Merger LLC”) assumed the obligations of Liberty Expedia Holdings with respect to the $400 million aggregate outstanding principal amount of 1.0% Exchangeable Senior Debentures due 2047 issued by Liberty Expedia Holdings (the “Exchangeable Debentures”) and the indenture governing the Exchangeable Debentures. Also in connection with the Liberty Expedia Holdings transaction, Liberty Expedia Holdings delivered a notice of redemption with respect to the Exchangeable Debentures, pursuant to which Merger LLC would redeem all of the Exchangeable Debentures at a redemption price, in cash, equal to the sum of (i) the adjusted principal amount of such Exchangeable Debentures, (ii) any accrued and unpaid interest on such Exchangeable Debentures to the redemption date, and (iii) any final period distribution on such Exchangeable Debentures (subject to the right of holders of the Exchangeable Debentures to exchange such Exchangeable Debentures for equity of Expedia Group, Inc. or, at Merger LLC’s election, cash or a combination of such equity and cash). On August 26, 2019, Merger LLC redeemed all of the Exchangeable Debentures in exchange for a total payment of approximately $401 million (with no holders of the Exchangeable Debentures electing to exchange).</span></div><div style="margin-top:6pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Bodybuilding.com was consolidated into our financial statements starting on the acquisition date and we recognized $58 million in revenue and $7 million in operating losses for the year ended December 31, 2019, which was included within Corporate and Eliminations in our segment footnote. </span></div><div style="margin-top:7pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For information related to the Liberty Expedia Holdings transaction, see NOTE 18 — Related Party Transactions below.</span></div> 2900000000 400000000 15000000 3200000000 -3100000 96000000 78000000 10000000 0 400000000 0.010 401000000 58000000 -7000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 18 — Related Party Transactions </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Mr. Diller is the Chairman and Senior Executive of Expedia Group. Certain relationships between Mr. Diller and the Company in connection with the Liberty Expedia Transaction (as defined below) are described below.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the closing of the Liberty Expedia Transaction on July 26, 2019, Liberty Expedia Holdings and its subsidiaries held 11,076,672 shares of Expedia Group common stock and 12,799,999 shares of Expedia Group Class B common stock, which shares represented approximately 53% of the total voting power of all shares of Expedia Group common stock and Class B common stock, based on a total of 136,832,712 shares of Expedia Group common stock and 12,799,999 shares of Class B common stock outstanding as of July 12, 2019. Pursuant to an Amended and Restated Stockholders Agreement between Liberty Expedia and Mr. Diller (as amended as of November 4, 2016, the “Stockholders Agreement”), Mr. Diller generally had the right to vote all shares of Expedia Group common stock and Class B common stock held by Liberty Expedia Holdings and its subsidiaries (the “Diller Proxy”). As described below, the Stockholders Agreement, including the Diller Proxy, was terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction. </span></div><div style="margin-top:6pt;text-indent:13.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Merger Agreement</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 15, 2019, Expedia Group entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019, the “Merger Agreement”) with Liberty Expedia Holdings, LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger LLC”), and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Sub”) and certain other related agreements (the transactions contemplated by the Merger Agreement and related agreements, the “Liberty Expedia Transaction”). The Merger Agreement provided for, among other things, (i) the merger of Merger Sub with and into Liberty Expedia Holdings (the “Merger”), with Liberty Expedia Holdings surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, the merger of Liberty Expedia Holdings (as the surviving corporation </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">in the Merger) with and into Merger LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of the Company. </span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On July 26, 2019, the Combination was completed. At the effective time of the Merger (the “Effective Time”), each share of Series A common stock, par value $0.01 per share, of Liberty Expedia Holdings (the “Liberty Expedia Series A common stock”) and each share of Series B common stock, par value $0.01 per share, of Liberty Expedia Holdings (the “Liberty Expedia Series B common stock”) issued and outstanding immediately prior to the Effective Time (except for shares held by Liberty Expedia Holdings as treasury stock or held directly by Expedia Group) was converted into the right to receive a number of shares of Expedia Group common stock such that each holder of record of shares of Liberty Expedia Series A common stock or Liberty Expedia Series B common stock had the right to receive, in the aggregate, a number of shares of Expedia Group common stock equal to the product of the total number of shares of such series of Liberty Expedia Series A common stock and Liberty Expedia Series B common stock held of record by such holder immediately prior to the Merger multiplied by an exchange ratio equal to 0.36, with such product rounded up to the next whole share of Expedia Group common stock. The aggregate consideration payable in the Combination was approximately 20.7 million shares of Expedia Group common stock.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Voting Agreement</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the transactions contemplated by the Merger Agreement, John C. Malone and Leslie Malone (together, the “Malone Group”) entered into a voting agreement (the “Voting Agreement”) with the Company on April 15, 2019, pursuant to which, at the July 26, 2019 meeting of the Liberty Expedia Holdings stockholders at which the Merger was approved, the Malone Group voted shares of Liberty Expedia common stock representing approximately 32% of the total voting power of the issued and outstanding shares of Liberty Expedia Holdings common stock as of April 30, 2019, as reported in Liberty Expedia Holdings’ Definitive Proxy Statement on Schedule 14A filed on June 26, 2019, in favor of the Merger Agreement and the transactions contemplated thereby.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Exchange Agreement</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Simultaneously with the entry into the Merger Agreement, Mr. Diller, The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family Foundation”), Liberty Expedia Holdings and the Company entered into an Exchange Agreement (the “Exchange Agreement,” the rights contemplated by which and by the Governance Agreement (as defined below) were agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Former Governance Agreement (as defined below) and the Stockholders Agreement), and pursuant to which on July 26, 2019, immediately prior to the closing of the Combination, Mr. Diller and the Family Foundation exchanged with Liberty Expedia Holdings 5,523,452 shares of Expedia Group common stock for the same number of shares of Expedia Group Class B common stock held by Liberty Expedia Holdings (the shares of Class B common stock acquired by Mr. Diller and the Family Foundation pursuant to the Exchange Agreement, collectively referred to as the “Original Shares”). The Original Shares represent approximately 29% of the total voting power of all shares of Expedia Group common stock and Class B common stock, based on approximately 138 million shares of Expedia Group common stock and approximately 5.5 million shares of Class B common stock outstanding as of December 31, 2020.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:174%">Former Governance Agreement</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2018 through July 26, 2019, Liberty Expedia Holdings (as assignee of Qurate Retail, Inc. (“Qurate”)) was a party to the Amended and Restated Governance Agreement, dated as of December 20, 2011, as amended, among the Company, Liberty Expedia Holdings and Mr. Diller (the “Former Governance Agreement”), pursuant to which Liberty Expedia Holdings had the right to nominate up to a number of directors equal to 20% of the total number of the directors on the Board (rounded up to the next whole number if the number of directors on the Board were not an even multiple of five) and had certain rights regarding committee participation, so long as Liberty Expedia Holdings satisfied certain stock ownership requirements. The Former Governance Agreement was terminated on July 26, 2019 upon the closing of the Liberty Expedia Transaction, at which time, pursuant to the Merger Agreement, each of the three directors serving on the Expedia Group Board of Directors who were nominated by Liberty Expedia Holdings resigned from the Board. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">New Governance Agreement</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Simultaneously with the entry into the Merger Agreement, the Company and Mr. Diller entered into a Second Amended and Restated Governance Agreement (the “Governance Agreement,” the rights contemplated by which and by the Exchange Agreement were agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Former Governance Agreement and the Stockholders Agreement), which provided, among other things, that Mr. Diller could exercise a right (the “Purchase/Exchange Right”) during the nine month period following the closing of the Combination, to acquire up to 7,276,547 shares of Expedia Group Class B common stock by (1) exchange with the Company (or its wholly owned subsidiary) for an equivalent number of shares of Expedia Group common stock, or (2) purchase from the Company (or its wholly owned subsidiary) at a price per share equal to the average closing price of Expedia Group common stock for the five </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">trading days immediately preceding notice of exercise (any shares acquired pursuant to the Purchase/Exchange Right, the “Additional Shares”). The Purchase/Exchange Right could be exercised from time to time in whole or in part. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 10, 2020, the Company and Mr. Diller entered into Amendment No. 1 (the “Governance Agreement Amendment”) to the New Governance Agreement. The Governance Agreement Amendment was entered into pursuant to the stipulation and order entered by the Delaware Court of Chancery on March 30, 2020 (the “Order”), and was approved by the Special Litigation Committee of the Board of Directors of the Company formed to, among other things, investigate and evaluate the claims raised against certain current and former members of the Board of Directors and officers of the Company in the consolidated action captioned In re Expedia Group Stockholders Litigation, Consolidated Case No. 2019-0494-JTL (the “Delaware Litigation”). Pursuant to the Order, Mr. Diller was not permitted to exercise the Purchase/Exchange Right prior to the Special Litigation Committee notifying Mr. Diller that it had completed its investigation of the claims raised in the Delaware Litigation (the “Completion Date”). The Governance Agreement Amendment extended the deadline by which Mr. Diller may have exercised the Purchase/Exchange Right to December 7, 2020 (the close of business on the forty-fifth day following the Completion Date). The Purchase/Exchange Right expired unexercised on December 7, 2020. </span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Subject to limited exception, no current or future holder of Original Shares may (and no holder of Additional Shares would have been permitted to) participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Class B common stock and shares of Expedia Group common stock. These requirements negotiated by the Expedia Group Special Committee and agreed to by Mr. Diller under the Governance Agreement did not exist under the Former Governance Agreement.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At the 2019 Annual Meeting of the Company’s stockholders, the Company's stockholders approved a proposal to amend the Company's certificate of incorporation to reflect the aforementioned transfer restrictions, automatic conversion provisions and change-of-control restrictions reflected in the Governance Agreement. The amendment was filed with the Secretary of State of Delaware on December 3, 2019, and became effective at 11:59 p.m., Eastern Time, on December 3, 2019.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Following the closing of the Liberty Expedia Transaction, the Company ceased to be a controlled company under the Nasdaq Stock Market Listing Rules and is required to comply with all of Nasdaq’s corporate governance requirements. While it is possible that Mr. Diller may at some point in the future beneficially own more than 50% of the outstanding voting power of the Company, the provisions of the Governance Agreement and the Company's amended and restated certificate of incorporation provide that, subject to limited exception, no current or future holder of Original Shares may participate in, or vote or tender in favor of, any change of control transaction involving at least 50% of the outstanding shares of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Expedia Group Class B common stock and shares of Expedia Group common stock.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Agreements</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Simultaneously with the Company’s entry into the Merger Agreement, certain additional related agreements were entered into, including:</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A Stockholders Agreement Termination Agreement by and among Mr. Diller, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Stockholders Agreement, including the Diller Proxy, terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction;</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A Governance Agreement Termination Agreement, by and among Mr. Diller, the Company, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Former Governance Agreement terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction;</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">An Assumption and Joinder Agreement to Tax Sharing Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia Transaction, Liberty Expedia Holdings’ rights and obligations under the Tax Sharing Agreement, dated as of November 4, 2016, by and between Qurate and Liberty Expedia Holdings;</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">An Assumption Agreement Concerning Transaction Agreement Obligations by and among the Company, Liberty Expedia Holdings, Qurate and the Malone Group, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia Transaction, certain of Liberty Expedia Holdings’ rights and obligations under the Amended and Restated Transaction Agreement, dated as of September 22, 2016, as amended by the letter agreement dated as of March 6, 2018, as further amended by Amendment No. 2 to Transaction Agreement, dated as of April 15, 2019 (the “Transaction Agreement”), which survived the termination of the Transaction Agreement; and</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">An Assumption and Joinder Agreement to Reorganization Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia </span></div><div style="margin-top:5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Transaction, Liberty Expedia Holdings’ rights and obligations under the Reorganization Agreement, dated as of October 26, 2016, by and between Qurate and Liberty Expedia Holdings.</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">IAC/InterActiveCorp </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition to serving as our Chairman and Senior Executive, Mr. Diller also serves as Chairman of the Board of Directors and Senior Executive at IAC. The Company and IAC are related parties, insofar as Mr. Diller serves as Chairman and Senior Executive of both Expedia Group and IAC. Each of IAC and Expedia Group has a 50% ownership interest in two aircraft that may be used by both companies. We share equally in fixed and nonrecurring costs for the planes; direct operating costs are pro-rated based on actual usage. In addition, in April 2019, Expedia Group and IAC entered into an agreement to jointly acquire a new corporate aircraft for a total expected cost of approximately</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$72 million (including purchase and related costs), which will be split evenly between the two companies. In 2019, we paid $23 million (50% of the purchase price and refurbishment costs paid to date) for our interest. 2020 payments were nominal. The respective share of the balance is due upon delivery of the new aircraft, which is expected to occur in early 2021. As of December 31, 2020 and 2019, the net basis in our ownership interest in the planes was $50 million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and $53 million, respectively, recorded in long-term investments and other assets. In 2020, 2019 and 2018, operating and maintenance costs paid directly to the jointly-owned subsidiary for the airplanes were nominal.</span></div> 11076672 12799999 0.53 136832712 12799999 0.01 0.01 0.36 20700000 0.32 5523452 0.29 138000000 5500000 0.20 7276547 0.50 0.50 0.50 0.50 0.50 72000000 23000000 50000000 53000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 19 — Segment Information </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Beginning in the first quarter of 2020, we have the following reportable segments: Retail, B2B, and trivago. The change from our previous reportable segments, Core OTA, trivago, Vrbo and Egencia, reflect Expedia Group’s efforts to simplify our organization into a platform operating model by aligning our retail brand operations, combining our business focused brands and centralizing our platform and supply organizations to support all of our businesses.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our Retail segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of consumer brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Vrbo, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com, Expedia Cruises and Classic Vacations. Our B2B segment is comprised of our Expedia Business Services organization including Expedia Partner Solutions, which offers private label and co-branded products to make travel services available to travelers through third-party company branded websites, and Egencia, a full-service travel management company that provides travel services to businesses and their corporate customers. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:6pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Corporate and Eliminations also includes unallocated corporate functions and expenses as well as Bodybuilding.com subsequent to our acquisition in July 2019 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. </span></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables present our segment information for 2020, 2019 and 2018. 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.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:42.905%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.579%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Retail</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">B2B</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">trivago</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Corporate &amp;<br/>Eliminations</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Third-party revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,993 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">942 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">205 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(75)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,993 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">942 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">280 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted EBITDA</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">254 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(208)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(400)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(368)</span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(525)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(74)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(739)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(154)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(154)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(799)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(799)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(175)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(175)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(205)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(205)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Legal reserves, occupancy tax and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restructuring and related reorganization charges</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(231)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(231)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Realized (gain) loss on revenue hedges</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(61)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating loss</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(329)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(339)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,025)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,719)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other expense, net</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(432)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss before income taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,151)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for income taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">423 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,728)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to non-controlling interests</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">116 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to Expedia Group, Inc.</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,612)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Preferred stock dividend</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(75)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="12" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net loss attributable to Expedia Group, Inc. common stockholders</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,687)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:43.198%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.432%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Retail</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">B2B</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">trivago</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Corporate &amp; Eliminations</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Third-party revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,808 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,579 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">622 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">316 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(316)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,808 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,579 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">938 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(258)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted EBITDA</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,121 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(519)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,134 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(512)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(110)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(79)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(712)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(198)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(198)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(241)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(241)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Legal reserves, occupancy tax and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restructuring and related reorganization charges</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Realized (gain) loss on revenue hedges</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,601 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">323 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,095)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">903 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other expense, net</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income before income taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">775 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for income taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(203)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">572 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to non-controlling interests</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net income attributable to Expedia Group, Inc.</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">565 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span><br/></span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:43.198%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.432%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended December 31, 2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Retail</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">B2B</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">trivago</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Corporate &amp; Eliminations</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Third-party revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,389 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,143 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">691 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">393 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(393)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,389 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,143 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,084 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(393)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted EBITDA</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,088 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">341 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(475)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,970 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(493)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(101)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(67)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(676)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(283)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(283)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(203)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(203)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Legal reserves, occupancy tax and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Realized (gain) loss on revenue hedges</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,590 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">220 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,097)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">714 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other income, net</span></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(229)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income before income taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">485 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for income taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(87)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">398 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to non-controlling interests</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net income attributable to Expedia Group, Inc.</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">406 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue by Business Model and Service Type</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents revenue by business model and service type for the years ended December 31, 2020, 2019 and 2018:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Business Model</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Merchant</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,261 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,763 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,125 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Agency</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,267 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,882 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,701 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Advertising, media and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">671 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,422 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,397 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="text-indent:20.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Service Type</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lodging</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,051 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,362 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,597 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Air</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">881 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Advertising and media</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">405 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,104 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,103 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">638 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,732 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,642 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="text-indent:20.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div><span><br/></span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material. Other also includes product revenue of $59 million and $58 million during the years ended December 31, 2020 and 2019 related to Bodybuilding.com, which was sold in May 2020.</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="text-indent:24.75pt"><span><br/></span></div><div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Geographic Information</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2020, 2019 and 2018. No sales to an individual country other than the United States accounted for more than 10% of revenue for the presented years. </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:47.651%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.493%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.493%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.495%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Revenue</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,511 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,202 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All other countries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,688 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,198 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,021 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2020 and 2019:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:62.682%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.641%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.644%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Property and equipment, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,114 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,038 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All other countries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">143 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">160 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,257 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,198 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> <div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following tables present our segment information for 2020, 2019 and 2018. 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.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:42.905%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.579%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended December 31, 2020</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Retail</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">B2B</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">trivago</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Corporate &amp;<br/>Eliminations</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Third-party revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,993 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">942 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">205 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(75)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,993 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">942 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">280 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted EBITDA</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">254 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(208)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(400)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(368)</span></td><td style="border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(525)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(74)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(739)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(154)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(154)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(799)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(799)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(175)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(175)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(205)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(205)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Legal reserves, occupancy tax and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restructuring and related reorganization charges</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(231)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(231)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Realized (gain) loss on revenue hedges</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(61)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating loss</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(329)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(339)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(26)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,025)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,719)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other expense, net</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(432)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss before income taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,151)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for income taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">423 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,728)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to non-controlling interests</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">116 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to Expedia Group, Inc.</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,612)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Preferred stock dividend</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(75)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="12" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net loss attributable to Expedia Group, Inc. common stockholders</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,687)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:43.198%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.432%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended December 31, 2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Retail</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">B2B</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">trivago</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Corporate &amp; Eliminations</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Third-party revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,808 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,579 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">622 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">316 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(316)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,808 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,579 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">938 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(258)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted EBITDA</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,121 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">447 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">85 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(519)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,134 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(512)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(110)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(79)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(712)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(198)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(198)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(241)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(241)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Legal reserves, occupancy tax and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(34)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restructuring and related reorganization charges</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Realized (gain) loss on revenue hedges</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,601 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">323 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,095)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">903 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other expense, net</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(128)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income before income taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">775 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for income taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(203)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">572 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to non-controlling interests</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net income attributable to Expedia Group, Inc.</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">565 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span><br/></span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:100.000%"><tr><td style="width:1.0%"/><td style="width:43.198%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.572%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.426%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:9.432%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year ended December 31, 2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Retail</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">B2B</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">trivago</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Corporate &amp; Eliminations</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Third-party revenue</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,389 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,143 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">691 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intersegment revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">393 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(393)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,389 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,143 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,084 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(393)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Adjusted EBITDA</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,088 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">341 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(475)</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,970 </span></td><td style="background-color:#ffffff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Depreciation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(493)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(101)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(67)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(676)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(283)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(283)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(86)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impairment of intangible assets</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(42)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(203)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(203)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Legal reserves, occupancy tax and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">59 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Realized (gain) loss on revenue hedges</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,590 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">220 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,097)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">714 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other income, net</span></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(229)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income before income taxes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">485 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for income taxes</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(87)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">398 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to non-controlling interests</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net income attributable to Expedia Group, Inc.</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">406 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 3993000000 942000000 205000000 59000000 5199000000 0 0 75000000 -75000000 0 3993000000 942000000 280000000 -16000000 5199000000 254000000 -208000000 -14000000 -400000000 -368000000 525000000 128000000 12000000 74000000 739000000 0 0 0 154000000 154000000 0 0 0 799000000 799000000 0 0 0 175000000 175000000 0 0 0 205000000 205000000 0 0 0 -13000000 -13000000 0 0 0 231000000 231000000 -58000000 -3000000 0 0 -61000000 -329000000 -339000000 -26000000 -2025000000 -2719000000 -432000000 -3151000000 -423000000 -2728000000 -116000000 -2612000000 75000000 -2687000000 8808000000 2579000000 622000000 58000000 12067000000 0 0 316000000 -316000000 0 8808000000 2579000000 938000000 -258000000 12067000000 2121000000 447000000 85000000 -519000000 2134000000 512000000 110000000 11000000 79000000 712000000 0 0 0 198000000 198000000 0 0 0 241000000 241000000 0 0 0 34000000 34000000 0 0 0 24000000 24000000 -8000000 -14000000 0 0 -22000000 1601000000 323000000 74000000 -1095000000 903000000 -128000000 775000000 203000000 572000000 7000000 565000000 8389000000 2143000000 691000000 0 11223000000 0 0 393000000 -393000000 0 8389000000 2143000000 1084000000 -393000000 11223000000 2088000000 341000000 16000000 -475000000 1970000000 493000000 101000000 15000000 67000000 676000000 0 0 0 283000000 283000000 0 0 0 86000000 86000000 0 0 0 42000000 42000000 0 0 0 203000000 203000000 0 0 0 -59000000 -59000000 -5000000 -20000000 0 0 -25000000 1590000000 220000000 1000000 -1097000000 714000000 -229000000 485000000 87000000 398000000 -8000000 406000000 <div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue by Business Model and Service Type</span></div><div style="margin-top:5pt;text-indent:22.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents revenue by business model and service type for the years ended December 31, 2020, 2019 and 2018:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:49.926%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.735%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.738%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Business Model</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Merchant</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,261 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,763 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,125 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Agency</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,267 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,882 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,701 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Advertising, media and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">671 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,422 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,397 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="text-indent:20.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Service Type</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Lodging</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,051 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,362 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,597 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Air</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">881 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Advertising and media</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">405 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,104 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,103 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">638 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,732 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,642 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="text-indent:20.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total revenue</span></div></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div><span><br/></span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material. Other also includes product revenue of $59 million and $58 million during the years ended December 31, 2020 and 2019 related to Bodybuilding.com, which was sold in May 2020.</span></div> 3261000000 6763000000 6125000000 1267000000 3882000000 3701000000 671000000 1422000000 1397000000 5199000000 12067000000 11223000000 4051000000 8362000000 7597000000 105000000 869000000 881000000 405000000 1104000000 1103000000 638000000 1732000000 1642000000 5199000000 12067000000 11223000000 59000000 58000000 <div style="text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Geographic Information</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2020, 2019 and 2018. No sales to an individual country other than the United States accounted for more than 10% of revenue for the presented years. </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.561%"><tr><td style="width:1.0%"/><td style="width:47.651%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.493%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.493%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.534%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.495%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31, </span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2018</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Revenue</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,511 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,869 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,202 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All other countries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,688 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,198 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,021 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,199 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,067 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,223 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 3511000000 6869000000 6202000000 1688000000 5198000000 5021000000 5199000000 12067000000 11223000000 <div style="margin-top:9pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2020 and 2019:</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:62.682%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.641%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.644%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2019</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Property and equipment, net</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,114 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,038 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All other countries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">143 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">160 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,257 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,198 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 2114000000 2038000000 143000000 160000000 2257000000 2198000000 <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 20 — Valuation and Qualifying Accounts</span></div><div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 due to COVID impacts.</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:32.770%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.656%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.656%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.660%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Description</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at<br/>Beginning of<br/>Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charges to<br/>Earnings</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charges to</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accounts</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:700;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deductions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at End<br/>of Period</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for expected credit losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other reserves</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for doubtful accounts</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other reserves</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for doubtful accounts</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other reserves</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications.</span></div> <div style="margin-top:5pt;text-indent:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 due to COVID impacts.</span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:32.770%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.656%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.363%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.656%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.660%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Description</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at<br/>Beginning of<br/>Period</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charges to<br/>Earnings</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:middle"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Charges to</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Other</span></div><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Accounts</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:700;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deductions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Balance at End<br/>of Period</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="27" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for expected credit losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">82 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">101 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other reserves</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for doubtful accounts</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other reserves</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Allowance for doubtful accounts</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(16)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other reserves</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:middle"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications.</span></div> 41000000 82000000 2000000 24000000 101000000 19000000 39000000 2000000 2000000 58000000 34000000 25000000 -3000000 15000000 41000000 19000000 19000000 31000000 27000000 -8000000 16000000 34000000 22000000 19000000 <div style="margin-top:14pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">NOTE 21 — Quarterly Financial Information (Unaudited)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">  </span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:40.542%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.829%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.978%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Three Months Ended</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#ffff00;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">September 30</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">June 30</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">March 31</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions, except per share data)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">920 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,504 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">566 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,209 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating loss</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(463)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(113)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(849)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,294)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to Expedia Group, Inc common stockholders</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(412)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(221)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(753)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,301)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic loss per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.89)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.56)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5.34)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9.24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted loss per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.89)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.56)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5.34)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9.24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,747 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,558 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,153 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,609 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">160 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">609 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(131)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) attributable to Expedia Group, Inc. common stockholders</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(103)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic earnings (loss) per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.52 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.77 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.69)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted earnings (loss) per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.69)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.</span></div> <div style="margin-bottom:6pt"><table style="border-collapse:collapse;display:inline-table;vertical-align:top;width:99.707%"><tr><td style="width:1.0%"/><td style="width:40.542%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.829%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.976%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.978%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Three Months Ended</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#ffff00;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">September 30</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">June 30</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">March 31</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In millions, except per share data)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">920 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,504 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">566 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,209 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating loss</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(463)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(113)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(849)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,294)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to Expedia Group, Inc common stockholders</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(412)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(221)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(753)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,301)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic loss per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.89)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.56)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5.34)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9.24)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted loss per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.89)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.56)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5.34)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(9.24)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended December 31, 2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,747 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,558 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,153 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,609 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating income (loss)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">160 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">609 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">265 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(131)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) attributable to Expedia Group, Inc. common stockholders</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">76 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">409 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(103)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic earnings (loss) per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.52 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.77 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.23 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.69)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted earnings (loss) per share</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.71 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.21 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.69)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">___________________________________</span></div><div style="padding-left:31.5pt;text-indent:-31.5pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:19.84pt">Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.</span></div> 920000000 1504000000 566000000 2209000000 -463000000 -113000000 -849000000 -1294000000 -412000000 -221000000 -753000000 -1301000000 -2.89 -1.56 -5.34 -9.24 -2.89 -1.56 -5.34 -9.24 2747000000 3558000000 3153000000 2609000000 160000000 609000000 265000000 -131000000 76000000 409000000 183000000 -103000000 0.52 2.77 1.23 -0.69 0.52 2.71 1.21 -0.69 XML 25 R1.htm IDEA: XBRL DOCUMENT v3.20.4
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2020
Jan. 29, 2021
Jun. 30, 2020
Entity Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2020    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-37429    
Entity Registrant Name EXPEDIA GROUP, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 20-2705720    
Entity Address, Address Line One 1111 Expedia Group Way W    
Entity Address, City or Town Seattle    
Entity Address, State or Province WA    
Entity Address, Postal Zip Code 98119    
City Area Code 206    
Local Phone Number 481-7200    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Smaller Reporting Company false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 11,102,938,000
Documents Incorporated by Reference
Document  Parts Into Which Incorporated
Portions of the definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (Proxy Statement)  Part III
    
Amendment Flag false    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001324424    
Common Stock      
Entity Information [Line Items]      
Entity Common Stock, Shares Outstanding   138,341,099  
Class B Common Stock      
Entity Information [Line Items]      
Entity Common Stock, Shares Outstanding   5,523,452  
The Nasdaq Global Select Market      
Entity Information [Line Items]      
Title of 12(b) Security Common stock, $0.0001 par value    
Trading Symbol EXPE    
Security Exchange Name NASDAQ    
New York Stock Exchange      
Entity Information [Line Items]      
Title of 12(b) Security Expedia Group, Inc. 2.500% Senior Notes due 2022    
Trading Symbol EXPE22    
Security Exchange Name NYSE    
XML 26 R2.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Statement [Abstract]      
Revenue $ 5,199,000,000 $ 12,067,000,000 $ 11,223,000,000
Costs and expenses:      
Cost of revenue 1,680,000,000 2,077,000,000 1,864,000,000
Selling and marketing 2,546,000,000 6,078,000,000 5,721,000,000
Technology and content 1,010,000,000 1,226,000,000 1,122,000,000
General and administrative 597,000,000 815,000,000 774,000,000
Depreciation and amortization 893,000,000 910,000,000 959,000,000
Impairment of goodwill 799,000,000 0 86,000,000
Impairment of intangible assets 175,000,000 0 42,000,000
Legal reserves, occupancy tax and other (13,000,000) 34,000,000 (59,000,000)
Restructuring and related reorganization changes 231,000,000 24,000,000 0
Operating loss (2,719,000,000) 903,000,000 714,000,000
Other income (expense):      
Interest income 18,000,000 59,000,000 71,000,000
Interest expense (360,000,000) (173,000,000) (190,000,000)
Other, net (90,000,000) (14,000,000) (110,000,000)
Total other expense, net (432,000,000) (128,000,000) (229,000,000)
Income (loss) before income taxes (3,151,000,000) 775,000,000 485,000,000
Provision for income taxes 423,000,000 (203,000,000) (87,000,000)
Net income (loss) (2,728,000,000) 572,000,000 398,000,000
Net (income) loss attributable to non-controlling interests 116,000,000 (7,000,000) 8,000,000
Net income (loss) attributable to Expedia Group, Inc. (2,612,000,000) 565,000,000 406,000,000
Preferred stock dividend (75,000,000) 0 0
Net income (loss) attributable to Expedia Group, Inc. common stockholders $ (2,687,000,000) $ 565,000,000 $ 406,000,000
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:      
Basic (in dollars per share) $ (19.00) $ 3.84 $ 2.71
Diluted (in dollars per share) $ (19.00) $ 3.77 $ 2.65
Shares used in computing earnings (loss) per share (000's):      
Basic (in shares) 141,414 147,194 149,961
Diluted (in shares) 141,414 149,884 152,889
XML 27 R3.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Stock-based compensation $ 205 $ 241 $ 203
Cost of revenue      
Stock-based compensation 12 12 11
Selling and marketing      
Stock-based compensation 48 45 44
Technology and content      
Stock-based compensation 69 74 61
General and administrative      
Stock-based compensation $ 76 $ 110 $ 87
XML 28 R4.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ (2,728) $ 572 $ 398
Other comprehensive income (loss), net of tax      
Currency translation adjustments, net of taxes 67 (5) (86)
Other comprehensive income (loss), net of tax 67 (5) (86)
Comprehensive income (loss) (2,661) 567 312
Less: Comprehensive income (loss) attributable to non-controlling interests (88) (1) (26)
Less: Preferred stock dividend 75 0 0
Comprehensive income (loss) attributable to Expedia Group, Inc. common stockholders $ (2,648) $ 568 $ 338
XML 29 R5.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 3,363 $ 3,315
Restricted cash and cash equivalents 772 779
Short-term investments 24 526
Accounts receivable, net of allowance of $101 and $41 701 2,524
Income taxes receivable 120 70
Prepaid expenses and other current assets 654 521
Total current assets 5,634 7,735
Property and equipment, net 2,257 2,198
Operating lease right-of-use assets 574 611
Long-term investments and other assets 671 796
Deferred income taxes 659 145
Intangible assets, net 1,515 1,804
Goodwill 7,380 8,127
TOTAL ASSETS 18,690 21,416
Current liabilities:    
Accounts payable, merchant 602 1,921
Accounts payable, other 496 906
Deferred merchant bookings 3,107 5,679
Deferred revenue 172 321
Income taxes payable 50 88
Accrued expenses and other current liabilities 979 1,050
Current maturities of long-term debt 0 749
Total current liabilities 5,406 10,714
Long-term debt, excluding current maturities 8,216 4,189
Deferred income taxes 67 56
Operating lease liabilities 513 532
Other long-term liabilities 462 389
Commitments and contingencies
Stockholders’ equity:    
Additional paid-in capital 13,566 12,978
Treasury stock — Common stock and Class B, at cost, Shares 130,767 and 126,893 (10,097) (9,673)
Retained earnings (deficit) (1,781) 879
Accumulated other comprehensive income (loss) (178) (217)
Total Expedia Group, Inc. stockholders’ equity 1,510 3,967
Non-redeemable non-controlling interests 1,494 1,569
Total stockholders’ equity 3,004 5,536
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 18,690 21,416
Series A Preferred Stock    
Mezzanine Equity:    
Series A Preferred Stock: $.001 par value, Authorized shares: 100,000; Shares issued and outstanding: 1,200 and 0 1,022
Class B Common Stock    
Stockholders’ equity:    
Common stock 0 0
Common Stock    
Stockholders’ equity:    
Common stock 0 0
Total stockholders’ equity 0 0
Common Stock | Class B Common Stock    
Stockholders’ equity:    
Total stockholders’ equity $ 0 $ 0
XML 30 R6.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Accounts receivable, allowance $ 101 $ 41
Treasury stock (in shares) 130,767,000 126,893,000
Series A Preferred Stock    
Preferred stock, par value (in dollars per share) $ 0.001  
Preferred stock, shares authorized (in shares) 100,000,000  
Preferred stock, shares issued (in shares) 1,200,000 0
Preferred stock outstanding (in shares) 1,200,000 0
Class B Common Stock    
Common stock, par value (in dollars per share) $ 0.0001  
Common stock, shares authorized (in shares) 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
Common Stock    
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) 261,564,000 256,692,000
Common stock, shares, outstanding (in shares) 138,074,000 137,076,000
XML 31 R7.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
$ in Millions
Total
Liberty Expedia Holdings
Cumulative effect, period of adoption, adjustment
Common stock
Common stock
Liberty Expedia Holdings
Common stock
Class B common stock
Additional paid-in capital
Additional paid-in capital
Liberty Expedia Holdings
Treasury stock - Common and Class B
Treasury stock - Common and Class B
Liberty Expedia Holdings
Retained earnings (deficit)
Retained earnings (deficit)
Cumulative effect, period of adoption, adjustment
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss)
Cumulative effect, period of adoption, adjustment
Non-redeemable non-controlling interest
Beginning Balance, shares issued (in shares) at Dec. 31, 2017       228,467,355   12,799,999     89,528,255            
Beginning Balance at Dec. 31, 2017 $ 6,129   $ (34) $ 0   $ 0 $ 9,163   $ (4,822)   $ 331 $ (31) $ (149) $ (3) $ 1,606
Net income (loss) 397                   406       (9)
Other comprehensive income (loss), net of taxes (86)                       (68)   (18)
Payment of dividends to stockholders (186)                   (186)        
Proceeds from exercise of equity instruments and employee stock purchase plans (in shares)       2,850,591                      
Proceeds from exercise of equity instruments and employee stock purchase plans 166     $ 0     166                
Withholding taxes for stock options $ (2)           (2)                
Stock repurchases (in shares) 7,700,000               7,720,194            
Stock repurchased, value $ (904)               $ (904)            
Issuance of common stock in connection with acquisitions (in shares)       175,040                      
Issuance of common stock in connection with acquisitions 0     $ 0     0                
Treasury stock activity related to vesting of equity instruments (in shares)                 179,783            
Treasury stock activity related to vesting of equity instruments (20)               $ (20)            
Proceeds from issuance of treasury stock (in shares)                 (269,646)            
Proceeds from issuance of treasury stock 31           27   $ 4            
Adjustment to the fair value of redeemable non-controlling interests (3)           0       (3)        
Purchase of remaining interest in Air Asia (62)           (5)               (57)
Other changes in non-controlling interests 18           (7)               25
Stock-based compensation expense 208           208                
Other (1)           (1)                
Ending Balance, shares issued (in shares) at Dec. 31, 2018       231,492,986   12,799,999     97,158,586            
Ending Balance at Dec. 31, 2018 5,651   $ 6 $ 0   $ 0 9,549   $ (5,742)   517 $ 6 (220)   1,547
Net income (loss) 574                   565       9
Other comprehensive income (loss), net of taxes (5)                       3   (8)
Payment of dividends to stockholders (195)                   (195)        
Proceeds from exercise of equity instruments and employee stock purchase plans (in shares)       4,453,610                      
Proceeds from exercise of equity instruments and employee stock purchase plans 301     $ 0     301                
Withholding taxes for stock options $ (2)           (2)                
Liberty Expedia Holdings transaction, shares issued (in shares)         20,745,181                    
Liberty Expedia Holdings transaction, shares issued         $ 0     $ 2,883              
Stock repurchases (in shares) 5,600,000               5,562,083 23,876,671          
Stock repurchased, value $ (683)               $ (683) $ (3,212)          
Liberty Expedia Holdings transaction   $ (329)                          
Treasury stock activity related to vesting of equity instruments (in shares)                 295,185            
Treasury stock activity related to vesting of equity instruments (36)               $ (36)            
Adjustment to the fair value of redeemable non-controlling interests (14)                   (14)        
Other changes in non-controlling interests 22           1               21
Stock-based compensation expense 246           246                
Ending Balance, shares issued (in shares) at Dec. 31, 2019       256,691,777   12,799,999     126,892,525            
Ending Balance at Dec. 31, 2019 5,536     $ 0   $ 0 12,978   $ (9,673)   879   (217)   1,569
Net income (loss) (2,728)                   (2,612)       (116)
Other comprehensive income (loss), net of taxes 67                       39   28
Payment of dividends to stockholders (48)                   (48)        
Proceeds from exercise of equity instruments and employee stock purchase plans (in shares)       4,872,135                      
Proceeds from exercise of equity instruments and employee stock purchase plans 319     $ 0     319                
Payment of preferred dividends (declared at $62.47 per share) $ (75)           (75)                
Stock repurchases (in shares) 3,400,000               3,364,119            
Stock repurchased, value $ (370)               $ (370)            
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)            
Adjustment to the fair value of redeemable non-controlling interests 4           4                
Other changes in non-controlling interests 17           4               13
Stock-based compensation expense 225           225                
Other (in shares)                 20,630            
Other 1           1                
Ending Balance, shares issued (in shares) at Dec. 31, 2020       261,563,912   12,799,999     130,766,537            
Ending Balance at Dec. 31, 2020 $ 3,004     $ 0   $ 0 $ 13,566   $ (10,097)   $ (1,781)   $ (178)   $ 1,494
XML 32 R8.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Statement of Stockholders' Equity [Abstract]      
Net income (loss) attributable to redeemable noncontrolling interest   $ 2 $ 1
Dividends declared per common share (in dollars per share) $ 0.34 $ 1.32 $ 1.24
Payment of preferred dividends (in dollars per share) $ 62.47    
XML 33 R9.htm IDEA: XBRL DOCUMENT v3.20.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Operating activities:      
Net income (loss) $ (2,728,000,000) $ 572,000,000 $ 398,000,000
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 739,000,000 712,000,000 676,000,000
Amortization of stock-based compensation 205,000,000 241,000,000 203,000,000
Amortization and impairment of intangible assets 329,000,000 198,000,000 325,000,000
Impairment of goodwill 799,000,000 0 86,000,000
Deferred income taxes (488,000,000) (91,000,000) (308,000,000)
Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net 2,000,000 (5,000,000) 111,000,000
Realized (gain) loss on foreign currency forwards (80,000,000) (22,000,000) (31,000,000)
(Gain) loss on minority equity investments, net 142,000,000 (8,000,000) 111,000,000
Provision for credit losses and other, net 148,000,000 (21,000,000) 22,000,000
Changes in operating assets and liabilities, net of effects from acquisitions:      
Accounts receivable 1,781,000,000 (368,000,000) (282,000,000)
Prepaid expenses and other assets (188,000,000) (193,000,000) (29,000,000)
Accounts payable, merchant (1,320,000,000) 224,000,000 (134,000,000)
Accounts payable, other, accrued expenses and other liabilities (400,000,000) 254,000,000 196,000,000
Tax payable/receivable, net (57,000,000) (23,000,000) 102,000,000
Deferred merchant bookings (2,576,000,000) 1,342,000,000 489,000,000
Deferred revenue (142,000,000) (45,000,000) 40,000,000
Net cash provided by (used in) operating activities (3,834,000,000) 2,767,000,000 1,975,000,000
Investing activities:      
Capital expenditures, including internal-use software and website development (797,000,000) (1,160,000,000) (878,000,000)
Purchases of investments (685,000,000) (1,346,000,000) (1,803,000,000)
Sales and maturities of investments 1,161,000,000 852,000,000 2,137,000,000
Acquisitions, net of cash and restricted cash acquired 0 80,000,000 (53,000,000)
Other, net 58,000,000 21,000,000 38,000,000
Net cash used in investing activities (263,000,000) (1,553,000,000) (559,000,000)
Financing activities:      
Revolving credit facility borrowings 2,672,000,000 0 0
Revolving credit facility repayments (2,672,000,000) 0 0
Proceeds from issuance of long-term debt, net of issuance costs 3,945,000,000 1,231,000,000 0
Net proceeds from issuance of preferred stock and warrants 1,132,000,000 0 0
Payment of long-term debt (750,000,000) 0 (500,000,000)
Payment of Liberty Expedia Exchangeable Debentures 0 (400,000,000) 0
Purchases of treasury stock (425,000,000) (743,000,000) (923,000,000)
Payment of dividends to common stockholders (48,000,000) (195,000,000) (186,000,000)
Payment of preferred stock dividends (75,000,000) 0 0
Proceeds from exercise of equity awards and employee stock purchase plan 319,000,000 301,000,000 166,000,000
Other, net (21,000,000) (19,000,000) (46,000,000)
Net cash provided by (used in) financing activities 4,077,000,000 175,000,000 (1,489,000,000)
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents 61,000,000 3,000,000 (139,000,000)
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 41,000,000 1,392,000,000 (212,000,000)
Cash, cash equivalents and restricted cash and cash equivalents at beginning of year 4,097,000,000 2,705,000,000 2,917,000,000
Cash, cash equivalents and restricted cash and cash equivalents at end of year 4,138,000,000 4,097,000,000 2,705,000,000
Supplemental cash flow information      
Cash paid for interest 313,000,000 157,000,000 196,000,000
Income tax payments, net $ 108,000,000 $ 304,000,000 $ 282,000,000
XML 34 R10.htm IDEA: XBRL DOCUMENT v3.20.4
Organization and Basis of Presentation
 12 Months Ended
Dec. 31, 2020
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®, Egencia®, trivago®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, CarRentals.com™, Expedia CruisesTM, Classic Vacations®, Traveldoo®, and VacationRentals.com. In addition, many of these brands have related international points of sale. We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in these consolidated financial statements.
COVID-19
During 2020, the COVID-19 pandemic has severely restricted the level of economic activity around the world, and is continuing to have an unprecedented effect on the global travel industry. The various government measures implemented to contain the COVID-19 pandemic, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes, initially led to unprecedented levels of cancellations and continues to have a negative impact on the number of new travel bookings. While many countries have begun the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, as well as uncertainty over the efficacy of the vaccines against new variants of the virus, may contribute to delays in economic recovery. Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, our business, going forward.
Due to the high degree of cancellations and customer refunds and lower new bookings in the merchant business model, the Company experienced unfavorable working capital trends and material negative cash flow in the first half of 2020, although the level of negative cash flow moderated as booking trends improved and cancellations stabilized in latter half of the year. We expect cash flow to remain negative until the decline in new merchant bookings improves further with cancellations either remaining stable or moderating further. For a discussion on incremental credit losses and allowance impacts related to our accounts receivable, see NOTE 2 — Significant Accounting Policies. For a discussion of goodwill and intangible asset impairments recognized in conjunction with this pandemic, see NOTE 3 — Fair Value Measurements. For a discussion of actions to strengthen our liquidity position in the current environment, see NOTE 7 — Debt and NOTE 11 — Capital Stock - Preferred Stock and Warrants.
Basis of Presentation
The accompanying consolidated financial statements include Expedia Group, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method. We have eliminated significant intercompany transactions and accounts.
We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, the results of our future operations and cash flows.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are
typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future.
Due to COVID-19, which led to significant cancellations for future travel during the first half of the year, and has impacted new travel bookings for the majority of 2020, we have not experienced our typical seasonal pattern for bookings, revenue and profit during 2020. In addition, with the lower new bookings and elevated cancellations in the merchant business model, our typical, seasonal working capital source of cash has been significantly disrupted resulting in the Company experiencing unfavorable working capital trends and material negative cash flow during the first half of 2020 when we typically generate significant positive cash flow. Seasonal trends were more normalized during the second half of the year, but it is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. In addition, we continue to experience shorter booking windows in our lodging businesses, which could also impact the seasonality of our working capital and cash flow.
XML 35 R11.htm IDEA: XBRL DOCUMENT v3.20.4
Significant Accounting Policies
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Significant Accounting Policies
NOTE 2 — Significant Accounting Policies
Consolidation
Our consolidated financial statements include the accounts of Expedia Group, Inc., our wholly-owned subsidiaries, and entities for which we control a majority of the entity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the non-controlling interest share of net income or loss from our redeemable and non-redeemable non-controlling interest entities. trivago is a separately listed company on the Nasdaq Global Select Market and, therefore, is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group, Inc.
We have eliminated significant intercompany transactions and accounts in our consolidated financial statements.
Accounting Estimates
We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks.
The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.
Reclassifications
We have reclassified prior period financial statements to conform to the current period presentation. During the first quarter of 2020, we reclassified depreciation expense from within our operating expense line items on our consolidated statements of operations to be included with intangible asset amortization expense. The following table presents a summary of the amounts as reported and as reclassified in our consolidated statements of operations for the years ended December 31, 2019 and 2018:
Year ended
December 31, 2019		Year ended
December 31, 2018
As reportedAs reclassifiedAs reportedAs reclassified
 (In millions)
Cost of revenue$2,163 $2,077 $1,965 $1,864 
Selling and marketing6,135 6,078 5,767 5,721 
Technology and content1,763 1,226 1,617 1,122 
General and administrative847 815 808 774 
Depreciation and amortization198 910 283 959 
Revenue Recognition
We recognize revenue upon transfer of control of our promised services in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
For our primary transaction-based revenue sources, discussed below, we have determined net presentation (that is, the amount billed to a traveler less the amount paid to a supplier) is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying travel services and we do not control the service provided by the supplier to the traveler. We exclude all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on our travel related services or collected by the Company from customers (which are therefore excluded from revenue).
We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model.
Under the merchant model, we facilitate the booking of hotel rooms, alternative accommodations, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings.
Under the agency model, we pass reservations booked by the traveler to the relevant travel supplier and the travel supplier serves as the merchant of record for such bookings. We receive commissions or ticketing fees from the travel supplier and/or traveler. For certain agency airline, hotel and car transactions, we also receive fees through global distribution systems (“GDS”) that provide the computer systems through which the travel supplier inventory is made available and through which reservations are booked.
Under the advertising model, we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on trivago and our transaction-based websites.
In addition, Vrbo also provides subscription-based listing and other ancillary services to property owners and managers.
The nature of our travel booking service performance obligations vary based on the travel service with differences primarily related to the degree to which we provide post booking services to the traveler and the timing when rights and obligations are triggered in our underlying supplier agreements. We consider both the traveler and travel supplier as our customers.
Refer to NOTE 19 — Segment Information for revenue by business model and service type.
Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and Vrbo subscription-based listing services model.
Merchant Hotel. We provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk. Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation. We record the payment in deferred merchant bookings until the stayed night occurs, at which point we recognize the revenue, net of amounts paid to suppliers, as this is when our performance obligation is satisfied. In certain nonrefundable, nonchangeable transactions where we have no significant post booking services (primarily opaque hotel offerings), we record revenue when the traveler completes the transaction on our website, less a reserve for chargebacks and cancellations based on historical experience. Payments to suppliers are generally due within 30 days of check-in or stay. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Cancellation fees are collected and
remitted to the supplier, if applicable.
Agency Hotel. We generally record agency revenue from the hotel when the stayed night occurs as we provide post booking services to the traveler and, thus consider the stay as when our performance obligation is satisfied. We record an allowance for cancellations on this revenue based on historical experience.
Vrbo Alternative Accommodations. Vrbo's lodging revenue is generally earned on a pay-per-booking, which can be either merchant or agency bookings depending on the nature of the payment processor, or pay-per-subscription basis. Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate 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. 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. 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.
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 our Vrbo performance obligations as prepaid merchant bookings included within prepaid and other current assets. Prepaid merchant bookings was $389 million as of December 31, 2020 and $226 million as of December 31, 2019.
Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At December 31, 2019, $4.9 billion of cash advance cash payments was reported within deferred merchant bookings, $3.5 billion of which was recognized resulting in $582 million of revenue during the year ended December 31, 2020 with the remainder primarily consisting of cancellations during the year. At December 31, 2020, the related balance was $2.3 billion.
Travelers enrolled in our internally administered traveler loyalty rewards programs earn points for each eligible booking made which can be redeemed for free or discounted future bookings. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 40 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, 2019, $781 million of deferred loyalty rewards was reported within deferred merchant bookings, $427 million of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $769 million.
Deferred Revenue. Deferred revenue primarily consists of Vrbo's traveler service fees received on bookings where we are not merchant of record due to the use of a third party payment processor, unearned subscription revenue as well as deferred advertising revenue. At December 31, 2019, $321 million was recorded as deferred revenue, $206 million of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $172 million.
Practical Expedients and Exemptions. We have used the portfolio approach to account for our loyalty points as the rewards programs share similar characteristics within each program in relation to the value provided to the traveler and their breakage patterns. Using this portfolio approach is not expected to differ materially from applying the guidance to individual contracts. However, we will continue to assess and refine, if necessary, how a portfolio within each rewards program is defined.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Cash, Restricted Cash, and Cash Equivalents
Our cash and cash equivalents include cash and liquid financial instruments, including money market funds and term deposit investments, with maturities of three months or less when purchased. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to certain traveler deposits and to a lesser extent collateral for office leases. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:
December 31,
20202019
(in millions)
Cash and cash equivalents$3,363 $3,315 
Restricted cash and cash equivalents772 779 
Restricted cash included within long-term investments and other assets3 3 
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow$4,138 $4,097 
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.
We record investments using the equity method when we have the ability to exercise significant influence over the investee. Minority equity investments with readily determinable fair values, such as our investment in Despegar.com Corp ("Despegar"), are carried at fair value with changes in fair value recorded through net income or loss. Minority investments without readily determinable fair values are measured using the equity method, or measured at cost with observable price changes reflected through net income 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 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. During 2020, we recorded approximately $82 million of incremental allowance for expected uncollectible amounts, including estimated future losses in consideration of the impact of COVID-19 pandemic on the economy and the Company, partially offset by $24 million of write-offs. Actual future bad debt could differ materially from this estimate resulting from changes in our assumptions of the duration and severity of the impact of the COVID-19 pandemic.
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 new 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 nine years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.
Redeemable Non-controlling Interests
We have non-controlling interests in majority owned entities, which were carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the company. If the redeemable non-controlling interest is redeemable at an amount other than fair value, we adjust the non-controlling interest to redemption value through earnings each period. In circumstances where the non-controlling interest is redeemable at fair value, changes in fair value of the shares for which the minority holders could sell to us were recorded to the non-controlling interest and as charges or credits to retained earnings (or additional paid-in capital in the absence of retained earnings). Fair value determinations required high levels of judgment (“Level 3” on the fair value hierarchy) and were based on various valuation techniques, including market comparables and discounted cash flow projections. As of December 31, 2020
and 2019, redeemable non-controlling interests were $13 million and $15 million, and included within other long-term liabilities.
Income Taxes
We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense.
We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. All deferred income taxes are classified as long-term on our consolidated balance sheets.
We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the financial statements.
We recognize interest and penalties related to unrecognized tax benefits in the income tax expense line in our consolidated statement of operations. Accrued interest and penalties are included in other long-term liabilities on the consolidated balance sheet.
In relation to tax effects for accumulated OCI, our policy is to release the tax effects of amounts reclassified from accumulated OCI to pre-tax income (loss) from continuing operations. Any remaining tax effect in accumulated OCI is released following a portfolio approach.
We account for the global intangible low-tax income (“GILTI”) earned by our foreign subsidiaries included in gross U.S. taxable income in the period incurred.
Derivative Instruments
Derivative instruments are carried at fair value on our consolidated balance sheets. The fair values of the derivative financial instruments generally represent the estimated amounts we would expect to receive or pay upon termination of the contracts as of the reporting date.
At December 31, 2020 and 2019, our derivative instruments primarily consisted of foreign currency forward contracts. We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. Our foreign currency forward contracts are typically short-term and, as they do not qualify for hedge accounting treatment, we classify the changes in their fair value in other, net. We do not hold or issue financial instruments for speculative or trading purposes.
In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated OCI. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.
Foreign Currency Translation and Transaction Gains and Losses
Certain of our operations outside of the United States use the related local currency as their functional currency. We translate revenue and expense at average rates of exchange during the period. We translate assets and liabilities at the rates of exchange as of the consolidated balance sheet dates and include foreign currency translation gains and losses as a component of
accumulated OCI. Due to the nature of our operations and our corporate structure, we also have subsidiaries that have significant transactions in foreign currencies other than their functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring remeasurement and settlement of such transactions.
To the extent practicable, we attempt to minimize this exposure by maintaining natural hedges between our current assets and current liabilities of similarly denominated foreign currencies. Additionally, as discussed above, we use foreign currency forward contracts to economically hedge certain merchant revenue exposures and in lieu of holding certain foreign currency cash for the purpose of economically hedging our foreign currency-denominated operating liabilities.
Debt Issuance Costs
We defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, and amortize these costs to interest expense over the term of the debt or, in circumstances where the debt can be redeemed at the option of the holders, over the term of the redemption option.
Marketing Promotions
We periodically provide incentive offers to our customers to encourage booking of travel products and services. Generally, our incentive offers are as follows:
Current Discount Offers. These promotions include dollar or percent off discounts to be applied against current purchases. We record the discounts as reduction in revenue at the date we record the corresponding revenue transaction.
Inducement Offers. These promotions include discounts granted at the time of a current purchase to be applied against a future qualifying purchase. We treat inducement offers as a reduction to revenue based on estimated future redemption rates. We allocate the discount amount at the time of the offer between the current performance obligation and the potential future performance obligations based on our expected relative value of the transactions. We estimate our redemption rates using our historical experience for similar inducement offers.
Concession Offers. These promotions include discounts to be applied against a future purchase to maintain customer satisfaction. Upon issuance, we record these concession offers as a reduction to revenue based on estimated future redemption rates. We estimate our redemption rates using our historical experience for concession offers.
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, 2020, 2019 and 2018, our advertising expense was $1.2 billion, $3.5 billion and $3.4 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. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vest 25% after one year and then vest quarterly over the following three years. 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. 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, some of which also have market-based vesting conditions. We measure the value of stock options issued or modified, including unvested options assumed in acquisitions, on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option pricing models, for awards that contain market-based vesting conditions. We amortize the fair value, net of actual forfeitures, over the remaining explicit vesting term in the case of service-
based awards and the longer of the derived service period or the explicit service period for awards with market conditions on a straight-line basis. In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount. The majority of our stock options vest over four years.
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 using the treasury stock or the as if converted methods, 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 sterling, Canadian dollar, Australian dollar, Japanese yen and Brazilian real.
Contingent Liabilities
We have a number of regulatory and legal matters outstanding, as discussed further in NOTE 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 Vrbo for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on Vrbo’s services. Vrbo is an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes when determined to be probable and estimable. See NOTE 15 — Commitments and Contingencies for further discussion.
Recently Adopted Accounting Policies
Measurement of Credit Losses on Financial Instruments. As of January 1, 2020, we adopted the Accounting Standards Updates (“ASU”) guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities, using the modified retrospective method. The new guidance replaced the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, this new guidance did not have a material impact on our consolidated financial statements and no cumulative-effect adjustment to retained earnings was made.
Cloud Computing Arrangements. As of January 1, 2020, we adopted the new ASU guidance on the accounting for implementation costs incurred for a cloud computing arrangement that is a service contract using the prospective method. The update conformed the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting guidance that provides for capitalization of costs incurred to develop or obtain internal-use-software. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Fair Value Measurements. As of January 1, 2020, we adopted the new ASU guidance related to the disclosure requirements on fair value measurements, which removed, modified or added certain disclosures using the prospective method. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Guarantor Financial Information. In March 2020, the SEC amended Rule 3-10 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. We adopted these amendments for the quarter ended March 31, 2020. Accordingly, combined summarized financial information has been presented only for the issuer and guarantors of our senior notes for the most recent fiscal year, and the location of the required disclosures has been removed from the Notes to the Consolidated Financial Statements and moved to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Recent Accounting Policies Not Yet Adopted
Simplifying the Accounting for Income Taxes. In December 2019, the Financial Accounting Standards Board ("FASB") issued new guidance to simplify the accounting for income taxes. This new standard eliminates certain exceptions in current guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. For public business entities, this guidance is effective for interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements.
Investments - equity securities; Investments - Equity Method and Joint Ventures; Derivatives and Hedging. In January 2020, the FASB issued an accounting standards update which clarifies the interaction between the accounting for investments in equity securities, equity method investments and certain derivative instruments. The new standard is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The standards update is effective for
interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued an accounting standards update which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it, and simplifies the diluted earnings per share calculation in certain areas. The standards update is effective for interim or annual periods beginning after December 15, 2021. Early adoption is permitted for fiscal periods beginning after December 15, 2020 but the guidance must be adopted as of the beginning of the fiscal year. We plan to early adopt the guidance effective January 1, 2021 and do not expect the adoption to have a material impact on our consolidated financial statements.
XML 36 R12.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements
 12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 3 — Fair Value Measurements
Financial assets measured at fair value on a recurring basis as of December 31, 2020 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2
 (In millions)
Assets
Cash equivalents:
Money market funds$147 $147 $— 
Term deposits49 — 49 
U.S. treasury securities150 150 — 
Investments:
Term deposits24 — 24 
       Marketable equity securities123 123 — 
Total assets$493 $420 $73 
Liabilities
Derivatives:
       Foreign currency forward contracts$14 $— $14 

Financial assets measured at fair value on a recurring basis as of December 31, 2019 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2
 (In millions)
Assets
Cash equivalents:
Money market funds$36 $36 $— 
Term deposits865 — 865 
U.S. treasury securities10 10 — 
Investments:
Term deposits526 — 526 
Marketable equity securities129 129 — 
Total assets$1,566 $175 $1,391 
Liabilities
Derivatives:
Foreign currency forward contracts$8 $— $8 
We classify our cash equivalents and investments within Level 1 and Level 2 as we value our cash equivalents and investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Valuation of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, a Level 2 input.
We hold term deposit investments with financial institutions. Term deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments.
As of December 31, 2020 and 2019, our cash and cash equivalents consisted primarily of U.S. treasury securities and term deposits with maturities of three months or less and bank account balances.

Our marketable equity securities consist of our investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets. During the years ended December 31, 2020, 2019, and 2018, we recognized a loss of approximately $6 million, a gain of $10 million, and a loss of approximately $145 million, respectively, within other, net in our consolidated statements of operations related to the fair value changes of this equity investment.
We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. As of December 31, 2020, we were party to outstanding forward contracts hedging our liability exposures with a total net notional value of $1.4 billion. As of December 31, 2020 and 2019, we had net forward liabilities of $14 million ($23 million gross forward liability) and $8 million ($30 million gross forward liability) recorded in accrued expenses and other current liabilities. We recorded $74 million, $(8) million and $47 million in net gains (losses) from foreign currency forward contracts in 2020, 2019 and 2018.
Assets Measured at Fair Value on a Non-recurring Basis
Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. We measure our minority equity investments that do not have readily determinable fair values at cost less impairment, adjusted by observable price changes with changes recorded within other, net on our consolidated statements of operations.
Goodwill. Due to the severe and persistent negative effect COVID-19 has 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 these 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 the goodwill impairment charge in each of the periods. As of December 31, 2020, the applicable reporting units within our Retail segment had $2.3 billion of goodwill remaining after these impairments and our trivago segment had $337 million of goodwill remaining.
During 2018, we recognized goodwill impairment charges of $86 million related to a reporting unit in our Retail segment. The charges resulted from sustained under-performance and a less optimistic outlook of the reporting unit, beginning in the second quarter of 2018 and deteriorating further into the fourth quarter of 2018. As a result, we performed an interim and annual quantitative assessment of goodwill for that reporting unit. The fair value estimates for both the interim and annual impairment tests were based on a blended analysis of the present value of future discounted cash flows and market value approach, Level 3 inputs as described above. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as the goodwill impairment charge in the respective periods. As of December 31, 2018, the applicable reporting unit had no remaining goodwill.
Intangible Assets. During 2020, we recognized intangible asset impairment charges of $175 million within our Retail segment, of which $119 million related to indefinite-lived trade names as a result of changes in the 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. As discussed further in NOTE 16 – Acquisitions, Other Investments and Divestitures, during the third quarter of 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.
During 2018, we recognized an intangible impairment charge of $42 million in conjunction with the annual impairment testing of goodwill and intangible assets on October 1, 2018. The impairment charge was related to an indefinite-lived trade name within our Retail segment and resulted from changes in estimated future revenues of the related brand. The asset, classified as Level 3 measurement, was written down to $27 million based on valuation using the relief-from-royalty method, which includes unobservable inputs, including royalty rates and projected revenues. In conjunction with the impairment, we reclassified the remainder to a definite-lived asset to be amortized over eight years.
The full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold (in general and versus our expectations) for global economies, the travel industry or our business. Additionally, as the stock of our trivago segment is publicly traded, it is difficult to predict market dynamics and the extent or duration of any stock price declines. As a result, we may continue to record impairment charges in the future due to the potential long-term economic impact and near-term financial impacts of the COVID-19 pandemic.
Minority Investments without Readily Determinable Fair Values. As of December 31, 2020 and 2019, the carrying values of our minority investments without readily determinable fair values totaled $330 million and $467 million. During 2020, we recorded $134 million of losses related to a minority investment, which had recent observable and orderly transactions for similar investments, using an option pricing model that utilizes judgmental inputs such as discounts for lack of marketability and estimated exit event timing. During 2019, we recorded $2 million of losses related to the minority investments. During 2018, we recorded $33 million of gains related to these minority investments, which had recent observable and orderly transactions for similar investments. As of December 31, 2020, 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).
XML 37 R13.htm IDEA: XBRL DOCUMENT v3.20.4
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2020
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,
 20202019
 (In millions)
Capitalized software development$3,374 $2,947 
Computer equipment617 643 
Furniture and other equipment128 114 
Buildings and leasehold improvements1,230 688 
Land146 129 
5,495 4,521 
Less: accumulated depreciation(3,289)(2,833)
Projects in progress51 510 
Property and equipment, net$2,257 $2,198 
As of December 31, 2020 and 2019, our recorded capitalized software development costs, net of accumulated amortization, which have been placed in service were $898 million and $893 million. For the years ended December 31, 2020, 2019 and 2018, we recorded amortization of capitalized software development costs of $593 million, $556 million and $479 million included in depreciation and amortization expense.
As of December 31, 2020, 2019 and 2018, we had $9 million, $34 million and $55 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.
XML 38 R14.htm IDEA: XBRL DOCUMENT v3.20.4
Leases
 12 Months Ended
Dec. 31, 2020
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 17 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 $159 million and $170 million for the years ended December 31, 2020 and 2019, respectively. Under the lease accounting guidance in effect for the year ended December 31, 2018, rent expense was $182 million, which included operating lease costs as well as expense for non-lease components such as common area maintenance.
Supplemental cash flow information related to leases were as follows:
Year ended
December 31,
20202019
(In millions)
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating lease payments$139 $152 
Right-of-use assets obtained in exchange for lease obligations:
   Operating leases117 183 
Supplemental consolidated balance sheet information related to leases were as follows:
December 31, 2020December 31, 2019
(in millions)
Operating lease right-of-use assets$574 $611 
Current lease liabilities, included within Accrued expenses and other current liabilities$126 $119 
Long-term lease liabilities, included within Operating lease liabilities 513 532 
   Total operating lease liabilities$639 $651 
Weighted average remaining lease term8.8 years8.8 years
Weighted average discount rate3.6 %3.5 %
Maturities of lease liabilities are as follows:
Operating Leases
(in millions)
Year ending December 31,
2021$147 
2022109 
202382 
202466 
202557 
2026 and thereafter289 
Total lease payments750 
Less: imputed interest(111)
Total$639 
As of December 31, 2020, our additional operating lease payments, primarily for corporate offices, that have not yet commenced were not material.
XML 39 R15.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets, Net
 12 Months Ended
Dec. 31, 2020
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, 2020 and 2019: 
 December 31,
 20202019
 (In millions)
Goodwill$7,380 $8,127 
Intangible assets with indefinite lives1,183 1,284 
Intangible assets with definite lives, net332 520 
$8,895 $9,931 
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 2020, due to the severe and persistent negative effect COVID-19 had on global economies, the travel industry and our business, as well as the uncertainty and high variability in anticipated versus actual rates of recovery, in addition to our annual assessment, we deemed it necessary to perform various interim assessments of goodwill and intangible assets. As a result of these assessments, we recognized goodwill impairment charges of $799 million, of which $559 million related to our Retail segment, primarily our Vrbo reporting unit, and $240 million related to our trivago segment. We also incurred impairment charges of $175 million related to intangible assets with both indefinite-lives and definite lives, primarily within our Retail segment.
During 2019, we had no impairments of goodwill or intangible assets with indefinite-lives. During 2018, we incurred impairment charges related to intangible assets with indefinite-lives of $42 million and goodwill of $86 million both within our Retail segment.
Goodwill. The following table presents the changes in goodwill by reportable segment:
RetailB2BtrivagoTotal
 (In millions)
Balance as of January 1, 2019$7,028 $531 $561 $8,120 
Additions21 — — 21 
Foreign exchange translation and other— (2)(12)(14)
Balance as of December 31, 20197,049 529 549 8,127 
Impairment charges(559)— (240)(799)
Foreign exchange translation and other15 9 28 52 
Balance as of December 31, 2020$6,505 $538 $337 $7,380 
As of December 31, 2020, accumulated goodwill impairment losses in total were $3.4 billion of which $3.1 billion was associated with our Retail segment and $240 million was associated with our trivago segment. As of December 31, 2019, accumulated goodwill impairment losses in total were $2.6 billion, which was associated with our Retail 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, 2020 and 2019:
 December 31, 2020December 31, 2019
 CostAccumulated
Amortization		NetCostAccumulated
Amortization		Net
 (In millions)
Customer relationships$638 $(540)$98 $658 $(499)$159 
Supplier relationships661 (556)105 651 (483)168 
Domain names173 (133)40 183 (109)74 
Other1,075 (986)89 1,092 (973)119 
Total$2,547 $(2,215)$332 $2,584 $(2,064)$520 
Amortization expense was $154 million, $198 million and $283 million for the years ended December 31, 2020, 2019 and 2018. The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2020, assuming no subsequent impairment of the underlying assets, is as follows, in millions:
2021$102 
202288 
202353 
202449 
202533 
2026 and thereafter7 
Total$332 
XML 40 R16.htm IDEA: XBRL DOCUMENT v3.20.4
Debt
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Debt
NOTE 7 — Debt
The following table sets forth our outstanding debt:
 December 31,
 20202019
 (In millions)
5.95% senior notes due 2020
$— $749 
2.5% (€650 million) senior notes due 2022
798 725 
3.6% senior notes due 2023
496 — 
4.5% senior notes due 2024
497 497 
6.25% senior notes due 2025
1,972 — 
7.0% senior notes due 2025
740 — 
5.0% senior notes due 2026
744 743 
4.625% senior notes due 2027
743 — 
3.8% senior notes due 2028
993 992 
3.25% senior dues due 2030
1,233 1,232 
Total debt(1)
8,216 4,938 
Current maturities of long-term debt— (749)
Long-term debt, excluding current maturities
$8,216 $4,189 
___________________________________
(1)Net of discounts and debt issuance costs.
Current Maturities of Long-term Debt
In August 2020, our $750 million in registered senior unsecured notes that bore interest at 5.95% matured and the balance was repaid.
Long-term Debt
July 2020 Senior Note Private Placements. In July 2020, we privately placed the following senior notes:
•$500 million of senior unsecured notes that are due in December 2023 that bear interest at 3.6% (the “3.6% Notes”). The 3.6% Notes were issued at a price of 99.922% of the aggregate principal amount. Interest is payable semi-annually in arrears in June and December of each year, beginning December 15, 2020. We may redeem some or all of the 3.6% Notes at any time prior to November 15, 2023 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 3.6% Notes on or after November 15, 2023 at par plus accrued and unpaid interest, if any.
•$750 million of 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, beginning February 1, 2021. 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.
We also entered into a registration rights agreement with respect to the 3.6% Notes and the 4.625% Notes (together, the “July 2020 Notes”), under which we agreed to use commercially reasonable best efforts to file a registration statement to permit the exchange of the July 2020 Notes for registered notes having the same financial terms and covenants, and cause such registration statement to become effective and complete the related exchange offer within 365 days of the issuance of the July 2020 Notes. If we fail to satisfy certain of its obligations under the registration rights agreement, we will be required to pay additional interest of 0.25% per annum to the holders of the July 2020 Notes until such failure is cured.
May 2020 Senior Note Private Placements. In May 2020, we privately placed the following senior notes:
•$2 billion of senior unsecured notes that are due in May 2025 that bear interest at 6.25% (the “6.25% Notes”). 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, beginning November 1, 2020. 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 senior unsecured notes that are due in May 2025 that bear interest at 7.0% (the “7.0% Notes”). The 7.0% 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, beginning November 1, 2020. We may redeem some or all of the 7.0% Notes at any time prior to May 1, 2022 by paying a “make-whole” premium plus accrued and unpaid interest, if any. We may redeem some or all of the 7.0% Notes on or after May 1, 2022 at specified redemption prices set forth in the 7.0% Indenture, plus accrued and unpaid interest, if any. In addition, at any time or from time to time prior to May 1, 2022, we may redeem up to 40% of the aggregate principal amount of the 7.0% Notes with the net proceeds of certain equity offerings at the specified redemption price described in the 7.0% Indenture plus accrued and unpaid interest, if any.
Previous Senior Note Issuances. In prior years, we have issued the following senior notes:
•Euro 650 million of registered senior unsecured notes that are due in June 2022 that bear interest at 2.5% (the “2.5% Notes”). The 2.5% Notes were issued at 99.525% of par resulting in a discount, which is being amortized over their life. Interest is payable annually in arrears in June of each year. We may redeem the 2.5% Notes at our option, at whole or in part, at any time or from time to time. If we elect to redeem the 2.5% Notes prior to March 3, 2022, we may redeem them at a specified “make-whole” premium. If we elect to redeem the 2.5% Notes on or after March 3, 2022, we may redeem them at a redemption price of 100% of the principal plus accrued and unpaid interest. Subject to certain limited exceptions, all payments of interest and principal for the 2.5% Notes will be made in Euros.
•$500 million of registered senior unsecured notes that are due in August 2024 that bear interest at 4.5% (the “4.5% Notes”). The 4.5% Notes were issued at 99.444% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 4.5% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 4.5% Notes prior to May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 4.5% Notes on or after May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest.
•$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.
•$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 privately placed senior unsecured notes that are due in February 2030 and bear interest at 3.25% (the “3.25% Notes”). In February 2020, we completed an offer to exchange these notes for registered notes having substantially the same financial terms and covenants as the original notes (the unregistered and registered notes
collectively, the “3.25% 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, beginning February 15, 2020. We may redeem the 3.25% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 3.25% Notes prior to November 15, 2029, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 3.25% Notes on or after November 15, 2029, we may redeem them at a redemption price of 100% of the principal plus accrued interest.
All of our outstanding senior notes (collectively the “Notes”) are senior unsecured obligations issued by Expedia Group and guaranteed by certain domestic Expedia Group subsidiaries. The Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia Group and the guarantor subsidiaries. In addition, the Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. Accrued interest related to the Notes was $110 million and $76 million as of December 31, 2020 and December 31, 2019. The Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest.
The total estimated fair value of our Notes was approximately $9.1 billion and $5.1 billion as of December 31, 2020 and December 31, 2019. The fair value was determined based on quoted market prices in less active markets and is categorized as Level 2 in the fair value hierarchy.
Credit Facilities
Revolving Credit Facility. As of December 31, 2019, Expedia Group maintained a $2 billion unsecured revolving credit facility with a group of lenders, which was unconditionally guaranteed by certain domestic Expedia Group subsidiaries that were the same as under the Notes and expired in May 2023. The facility contained covenants including maximum leverage and minimum interest coverage ratios. As of December 31, 2019, we had no revolving credit facility borrowings outstanding. On March 18, 2020, we borrowed $1.9 billion under the revolving credit facility.
Effective May 5, 2020, the revolving credit facility was amended and restated (the “Amended Credit Facility”) to, among other things:
•suspend the maximum leverage ratio covenant until December 31, 2021;
•increase the maximum permissible leverage ratio (once such covenant is reinstated) until March 31, 2023 (at which time the maximum permissible leverage ratio will return to the level in effect immediately prior to effectiveness of the Amended Credit Facility);
•eliminate the covenant imposing a minimum interest coverage ratio and add a covenant regarding minimum liquidity; as well as
•to make certain other amendments to the affirmative and negative covenants therein.
Obligations under the Amended Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries that guarantee the Amended Credit Facility (subject to certain exceptions, including for our new headquarters located in Seattle, WA) up to the maximum amount permitted under the indentures governing the Notes without securing such Notes. Aggregate commitments under the Amended Credit Facility initially totaled $2 billion, and mature on May 31, 2023.
Loans under the Amended Credit Facility bear interest (A) in the case of eurocurrency loans, at rates ranging from (i) prior to December 31, 2021, 2.25% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, from 1.00% to 1.75% depending on the Company’s credit ratings, and (B) in the case of base rate loans, at rates (i) prior to December 31, 2021, 1.25% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, from 0.00% to 0.75% per annum depending on the Company’s credit ratings.
The amount of stand-by letters of credit (“LOC”) issued under the prior credit facility as well as the Amended Credit Facility reduced the credit amount available. As of December 31, 2020 and December 31, 2019, there was $13 million and $16 million of outstanding stand-by LOCs issued under the facilities.
On August 5, 2020, the Amended Credit Facility was further amended in order to, among other things, make changes to certain provisions of the Amended Credit Facility to conform to the corresponding provisions in the Foreign Credit Facility described below.
Foreign Credit Facility. Pursuant to the terms of the Amended Credit Facility, on August 5, 2020, the Company and Expedia Group International Holdings III, LLC, as borrower (the “Borrower”), entered into that Credit Agreement (as amended,
supplemented or otherwise modified from time to time, the “Foreign Credit Facility”) with a group of lenders. Obligations under the Foreign Credit Facility are unsecured. Such obligations are guaranteed by the Company, its subsidiaries that guarantee obligations under the Amended Credit Agreement, as mentioned above, and the Second Amendment, dated as of August 5, 2020, as mentioned below, and certain of the Company’s additional subsidiaries (collectively, the “Guarantors”).
Aggregate commitments under the Foreign Credit Facility total $855 million, and mature on May 31, 2023. Substantially concurrently with the establishment of the Foreign Credit Facility, the Company reduced commitments under the Amended Credit Facility in an amount equal to $855 million and prepaid indebtedness under the Amended Credit Facility in an amount equal to $772 million, which was then outstanding under the Foreign Credit Facility.
Loans under the Foreign Credit Facility bear interest at a rate equal to an index rate plus a margin (A) in the case of eurocurrency loans, (i) prior to December 31, 2021, equal to 2.50% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, ranging from 1.25% to 2.00% per annum, depending on the Company’s credit ratings, and (B) in the case of base rate loans, (i) prior to December 31, 2021, equal to 1.50% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, ranging from 0.25% to per 1.00% annum, depending on the Company’s credit ratings.
The covenants, events of default and other terms and conditions in the Foreign Credit Facility are substantially similar to those in the Amended Credit Facility, but include additional limitations on the Borrower and certain other entities that are not obligors under the Amended Credit Facility.
Subsidiary Credit Facility. In addition, as of December 31, 2020, one of our international subsidiaries maintained a Euro 50 million uncommitted credit facility, which was guaranteed by Expedia Group. The facility was terminated in January 2021.
Outstanding Borrowings. In August 2020, the Company repaid the outstanding amount of $772 million on the Foreign Credit Facility as well as $478 million under the Amended Credit Facility. In December 2020, we repaid the remaining $650 million under the Amended Credit Facility. As of December 31, 2020, there were no borrowings outstanding under either facility. As of December 31, 2020 and December 31, 2019, there were no borrowings outstanding on the subsidiary credit facility.
XML 41 R17.htm IDEA: XBRL DOCUMENT v3.20.4
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2020
Postemployment Benefits [Abstract]  
Employee Benefit Plans Employee Benefit PlansOur U.S. employees are generally eligible to participate in a retirement and savings plan that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their pretax salary, but not more than statutory limits. We contribute fifty cents for each dollar a participant contributes in this plan, with a maximum contribution of 3% of a participant’s earnings. Our contribution vests with the employee after the employee completes two years of service. Effective June 1, 2020, as part of cost-saving steps resulting from the business impact of COVID-19, the Expedia Retirement Savings Plan was amended to eliminate matching contributions. Matching contributions were subsequently reinstated effective December 1, 2020. 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, $81 million and $70 million for the years ended December 31, 2020, 2019 and 2018.
XML 42 R18.htm IDEA: XBRL DOCUMENT v3.20.4
Stock-Based Awards and Other Equity Instruments
 12 Months Ended
Dec. 31, 2020
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 to directors, officers, employees and consultants. As of December 31, 2020, we had approximately 14 million shares of common stock reserved for new stock-based awards under the 2005 Stock and Annual Incentive Plan. We issue new shares to satisfy the exercise or release of stock-based awards. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vest 25% after one year and then vest quarterly over the following three years. During 2018, an equity choice program existed for annual awards that allowed for the choice of stock options or RSUs with certain limitations.
The following table presents a summary of RSU activity:
RSUsWeighted Average
Grant-Date Fair
Value
 (In thousands) 
Balance as of January 1, 20181,941 $120.19 
Granted1,821 107.37 
Vested(615)118.41 
Cancelled(386)113.55 
Balance as of December 31, 20182,761 113.12 
Granted2,937 121.39 
Vested(952)114.33 
Cancelled(616)117.54 
Balance as of December 31, 20194,130 117.05 
Granted (1)
3,802 94.70 
Vested(1,531)118.99 
Cancelled(1,116)108.88 
Balance as of December 31, 20205,285 101.93 
___________________________________
(1)Includes 0.3 million target level performance share units granted.
The total market value of shares vested during the years ended December 31, 2020, 2019 and 2018 was $172 million, $117 million and $68 million.
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 January 1, 201815,653 $95.23 
Granted5,342 104.72 
Exercised(2,098)71.36 
Cancelled(1,197)107.26 
Balance as of December 31, 201817,700 100.11 
Granted31 123.31 
Exercised(3,370)85.04 
Cancelled(1,246)111.31 
Balance as of December 31, 201913,115 102.97 
Granted— — 
Exercised(3,225)95.36 
Cancelled(1,194)103.29 
Balance as of December 31, 20208,696 105.75 2.7$238 
Exercisable as of December 31, 20206,043 103.59 2.2177 
Vested and expected to vest after December 31, 20208,696 105.75 2.7238 
The aggregate intrinsic value of outstanding options shown in the stock option activity table above represents the total pretax intrinsic value at December 31, 2020, based on our closing stock price of $132.40 as of the last trading date in 2020. The total intrinsic value of stock options exercised was $74 million, $145 million and $107 million for the years ended December 31, 2020, 2019 and 2018.
There were no options granted during the year ended December 31, 2020 and options granted in 2019 were immaterial. The fair value of stock options granted during the year ended December 31, 2018 were estimated at the date of grant using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option-pricing models, assuming the following weighted average assumptions:
2018
Risk-free interest rate2.47 %
Expected volatility32.81 %
Expected life (in years)3.80
Dividend yield1.11 %
Weighted-average estimated fair value of options granted during the year$24.97 
In 2020, 2019 and 2018, we recognized total stock-based compensation expense of $205 million, $241 million and $203 million. The total income tax benefit related to stock-based compensation expense was $44 million, $55 million and $39 million for 2020, 2019 and 2018. We capitalized $36 million, $30 million and $24 million of stock-based compensation expense associated with the cost of developing internal-use software in 2020, 2019 and 2018.
Cash received from stock-based award exercises for the years ended December 31, 2020 and 2019 was $301 million and $284 million. Total current income tax benefits during the years ended December 31, 2020 and 2019 associated with the exercise of stock-based awards held by our employees were $1 million and $60 million.
As of December 31, 2020, there was approximately $462 million of unrecognized stock-based compensation expense related to unvested stock-based awards, which is expected to be recognized in expense over a weighted-average period of 2.47 years.
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan (“ESPP”), which allows shares of our common stock to be purchased by eligible employees at three-month intervals at 85% of the fair market value of the stock on the last day of each three-month period. Eligible employees were allowed to contribute up to 10% of their base compensation. Effective August 1, 2020, eligible employees are allowed to contribute up to 15% of their base compensation. During 2020, 2019 and 2018, approximately 212,000, 171,000, and 170,000 shares were purchased under this plan for an average price of $84.89, $99.41 and $101.26 per share. As of December 31, 2020, we have reserved approximately 0.4 million shares of our common stock for issuance under the ESPP.
XML 43 R19.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes
NOTE 10 — Income Taxes
The following table summarizes our U.S. and foreign income (loss) before income taxes:
 Year Ended December 31,
 202020192018
 (In millions)
U.S.$(2,354)$172 $32 
Foreign(797)603 453 
Total$(3,151)$775 $485 
Provision for Income Taxes
The following table summarizes our provision for income taxes:
 Year Ended December 31,
 202020192018
  (In millions) 
Current income tax (benefit) expense:
U.S. federal$(31)$76 $186 
State— 20 42 
Foreign96 198 167 
Current income tax expense65 294 395 
Deferred income tax (benefit) expense:
U.S. federal(315)(53)(273)
State(65)(9)(25)
Foreign(108)(29)(10)
Deferred income tax (benefit) expense(488)(91)(308)
Income tax (benefit) expense$(423)$203 $87 
We reduced our current income tax payable by $1 million, $60 million and $34 million for the years ended December 31, 2020, 2019 and 2018 for tax deductions attributable to stock-based compensation.
Deferred Income Taxes
As of December 31, 2020 and 2019, the significant components of our deferred tax assets and deferred tax liabilities were as follows:
 December 31,
 20202019
 (In millions)
Deferred tax assets:
Provision for accrued expenses$91 $100 
Deferred loyalty rewards180 183 
Net operating loss and tax credit carryforwards654 100 
Stock-based compensation70 86 
Property and equipment54 102 
Operating lease liabilities135 136 
Other172 72 
Total deferred tax assets1,356 779 
Less valuation allowance(216)(77)
Net deferred tax assets$1,140 $702 
Deferred tax liabilities:
Goodwill and intangible assets(422)(485)
Operating lease ROU assets(126)(128)
Total deferred tax liabilities$(548)$(613)
Net deferred tax assets$592 $89 
As of December 31, 2020, we had U.S. federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $1.8 billion, $733 million and $1.4 billion. U.S. federal NOLs of $1.8 billion may be carried forward indefinitely, and U.S. federal NOLs of $20 million expire at various times starting from 2034. State NOLs of $110 million may be carried forward indefinitely, and state NOLs of $623 million expire at various times starting from 2021. Foreign NOLs of $272 million may be carried forward indefinitely, and foreign NOLs of $1.1 billion expire at various times starting from 2021.
As of December 31, 2020, we have a valuation allowance of approximately $216 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 $139 million from the amount recorded as of December 31, 2019 primarily due to the absence of potential capital gains necessary to use capital loss carryforwards. The amount of the deferred tax asset considered realizable, however, may be adjusted if estimates of future taxable income increase, taxable income of the appropriate character is forecasted, capital gains are realized or if objective negative evidence in the form of cumulative GAAP losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.
Due to the one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits in 2017, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To the extent the repatriation resulted in differences between the GAAP and tax carrying values of Expedia Group’s investment in foreign subsidiaries whose offshore earnings are not indefinitely reinvested, or to the extent future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued. The amount of undistributed earnings in foreign subsidiaries where the foreign subsidiary has or will invest undistributed earnings indefinitely outside of the United States, and for which future distributions could be taxable, was $85 million as of December 31, 2020. The unrecognized deferred tax liability related to the U.S. federal income tax consequences of these earnings was $22 million as of December 31, 2020. 
Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate
A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to income before income taxes to total income tax expense is as follows:
 Year Ended December 31,
 202020192018
  (In millions) 
Income tax (benefit) expense at the U.S. federal statutory rate of 21%$(662)$163 $102 
Foreign tax rate differential16 40 (42)
U.S. federal research and development credit(24)(25)(23)
Excess tax benefits related to stock-based compensation6 (13)(10)
Unrecognized tax benefits and related interest36 17 23 
Change in valuation allowance139 (3)8 
Return to provision true-ups(20)(12)(7)
trivago stock-based compensation5 7 7 
State taxes(48)22 11 
Non-deductible goodwill impairment170 — 16 
Deferral of capital losses(53)— — 
Global intangible low-taxed income— — 13 
Foreign-derived intangible income— (14)(38)
Other, net12 21 27 
Income tax (benefit) expense$(423)$203 $87 
Our effective tax rate for 2020 was lower than the 21% U.S. federal statutory income tax rate due to valuation allowances and nondeductible impairments measured against a pre-tax loss. Our effective tax rate for 2019 was higher than the 21% U.S. federal statutory income tax rate due to state income taxes, foreign income taxed at higher than the U.S. federal statutory tax rate, as well as losses in foreign jurisdictions for which we did not record a tax benefit. Our effective tax rate for 2018 was lower than the 21% U.S. federal statutory income tax rate due to earnings in foreign jurisdictions, primarily Switzerland, where the statutory income tax rate is lower, as well as excess tax benefits relating to stock-based payments, and foreign-derived intangible income.
Unrecognized Tax Benefits and Interest
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows:
202020192018
  (In millions) 
Balance, beginning of year$305 $293 $261 
Increases to tax positions related to the current year16 12 24 
Increases to tax positions related to prior years18 5 2 
Decreases to tax positions related to prior years(2)— — 
Reductions due to lapsed statute of limitations(4)(2)(2)
Settlements during current year— (11)— 
Interest and penalties12 8 8 
Balance, end of year$345 $305 $293 
As of December 31, 2020, we had $345 million of gross unrecognized tax benefits, $219 million of which, if recognized, would affect the effective tax rate. As of December 31, 2019, we had $305 million of gross unrecognized tax benefits, $188 million of which, if recognized, would affect the effective tax rate. As of December 31, 2018, we had $293 million of gross unrecognized tax benefits, $180 million of which, if recognized, would affect the effective tax rate.
As of December 31, 2020 and 2019, total gross interest and penalties accrued was $49 million and $37 million, respectively. We recognized interest expense of $12 million in 2020 and $8 million in 2019 as well as 2018 in connection with our unrecognized tax benefits.
The Company is routinely audited by U.S. federal, state, local and foreign income tax authorities. These audits include questioning the timing and amount of income and deductions, and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service ("IRS") is currently examining Expedia Group’s consolidated U.S. federal income tax returns for the periods ended December 31, 2011 through December 31, 2016. The Company has consented to an extension of the statute of limitations, until September 30, 2021 related to the 2011 to 2013 tax years, and until December 31, 2021 related to the 2014 to 2016 tax years. As of December 31, 2020, for the Expedia Group, Inc. and Subsidiaries group, statute of limitations for tax years 2011 through 2019 remain open to examination in the U.S. federal jurisdiction and most state jurisdictions. For the HomeAway and Orbitz groups, the tax years 2001 through 2015 remain subject to examination in the U.S. federal and most state jurisdictions due to NOL carryforwards.
During the fourth quarter of 2019, the Internal Revenue Service (“IRS”) issued final adjustments related to transfer pricing with our foreign subsidiaries for our 2011 to 2013 tax years. The proposed adjustments would increase our U.S. taxable income by $696 million, which would result in U.S. federal tax of approximately $244 million, subject to interest. We do not agree with the position of the IRS. We filed a protest with the IRS for our 2011 to 2013 tax years and Appeals returned the case to Exam for further review. We are also under examination by the IRS for our 2014 to 2016 tax years. Subsequent years remain open to examination by the IRS. We do not anticipate a significant impact to our gross unrecognized tax benefits within the next 12 months related to these years.
XML 44 R20.htm IDEA: XBRL DOCUMENT v3.20.4
Capital Stock
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Capital Stock
NOTE 11 — Capital Stock
Common Stock and Class B Common Stock
Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.0001 per share, and 400 million shares of Class B common stock with par value of $0.0001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors, and generally vote together on all matters. Common stock is entitled to 1 vote per share and Class B common stock is entitled to 10 votes per share. Holders of common stock, voting as a single, separate class are entitled to elect 25% of the total number of directors. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Expedia Group, Inc., the holders of both classes of common stock have equal rights to receive all the assets of Expedia Group, Inc. after the rights of the holders of the preferred stock, if any, have been satisfied.
Preferred Stock and Warrants
On May 5, 2020, we completed the sale of Series A Preferred Stock (as defined below) and warrants (the “Warrants”) to purchase our common stock (“Common Stock”) to AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc. (the “Apollo Purchaser”) and SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P., affiliates of Silver Lake Group, L.L.C. (the “Silver Lake Purchasers”) pursuant to the Company’s previously announced Investment Agreements, dated as of April 23, 2020, with the Apollo Purchaser and the Silver Lake Purchasers (together, the “Investment Agreements”).
We issued and sold (1) to the Apollo Purchaser, pursuant to the Apollo Investment Agreement, 600,000 shares of the Company’s newly created Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) and Warrants to purchase 4.2 million shares of the Company’s common stock for an aggregate purchase price of $588 million and (2) to the Silver Lake Purchaser, pursuant to the Silver Lake Investment Agreement, 600,000 shares of Series A Preferred Stock and Warrants to purchase 4.2 million shares of Common Stock, for an aggregate purchase price of $588 million. At closing, we paid certain fees in an aggregate amount of $12 million to affiliates of the Apollo Purchaser and the Silver Lake Purchaser. On the terms and subject to the conditions set forth in the Investment Agreements, from and after the closing, (1) each of the Apollo Purchaser and the Silver Lake Purchaser designated one representative who was appointed to the Board of Directors of the Company (the “Board”) and (2) the Apollo Purchaser appointed one non-voting observer to the Board, in each case until such time as the applicable Purchaser and its Permitted Transferees (as defined in the Investment Agreements) no longer beneficially own (a) at least 50% of the shares of Series A Preferred Stock purchased by the applicable Purchaser under the Investment Agreement (unless the applicable Purchaser holds less than 50% of the shares of Series A Preferred Stock as a result of redemptions by the Company, in which case the reference to 50% shall be replaced with a reference to 20%) and (b) Warrants and/or Common Stock for which the Warrants were exercised that represent in the aggregate and on an as exercised basis, at least 50% of the shares underlying the Warrants purchased by the applicable Purchaser under the Investment Agreement.
The Investment Agreements (including the forms of Certificate of Designations, Warrants and Registration Rights Agreement) contain other customary covenants and agreements, including certain standstill provisions and customary preemptive rights.
Certificate of Designations for Series A Preferred Stock. Dividends on each share of Series A Preferred Stock accrue daily on the Preference Amount (as defined below) at the then-applicable Dividend Rate (as defined below) and are payable semi-
annually in arrears. As used herein, “Dividend Rate” with respect to the Series A Preferred Stock means (a) from the closing until the day immediately preceding the fifth anniversary of the closing, 9.5% per annum, (b) beginning on each of the fifth, sixth and seventh anniversaries of the closing, the then-applicable Dividend Rate shall be increased by 100 basis points on each such yearly anniversary, and (c) beginning on each of the eighth and ninth anniversaries of the closing date, the then-applicable Dividend Rate shall be increased by 150 basis points on each such yearly anniversary. The Dividend Rate is also subject to certain adjustments if the Company incurs indebtedness causing its leverage to exceed certain thresholds. Dividends are payable (a) until the third anniversary of the closing, either in cash or through an accrual of unpaid dividends (“Dividend Accrual”), at the Company’s option, (b) from the third anniversary of the closing until the sixth anniversary of the closing, either in cash or in a combination of cash and Dividend Accrual (with no more than 50% of the total amount of such Dividend being paid through a Dividend Accrual), at the Company’s option and (c) thereafter, in cash.
The Series A Preferred Stock rank senior to the common stock and the Class B common stock of the Company with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
At any time on or before the first anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 105% of the sum of the original liquidation preference of $1,000 per share of Series A Preferred Stock plus any Dividend Accruals (the “Preference Amount”), plus accrued and unpaid distributions as of the redemption date. Any time after the first anniversary of the closing but on or prior to the second anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 103% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. Any time after the second anniversary of the closing but on or prior to the third anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 102% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. Any time after the third anniversary of the closing but on or prior to the fourth anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to 101% of the Preference Amount, plus accrued and unpaid distributions as of the redemption date. At any time after the fourth anniversary of the closing, we may redeem all or any portion of the Series A Preferred Stock in cash at a price equal to the Preference Amount plus accrued and unpaid distributions as of the redemption date.
In addition, upon the occurrence of a change of control, (i) we shall have the right, but not the obligation, to redeem any or all of the outstanding shares of Series A Preferred Stock at the then applicable redemption price, payable in cash and (ii) each holder will have the right, but not the obligation, to require the Company to redeem any or all of the outstanding shares of Series A Preferred Stock owned by such holder at the then applicable redemption price, payable in cash.
The Series A Preferred Stock is not convertible into common stock or Class B common stock.
Each holder of Series A Preferred Stock will have one vote per share on any matter on which holders of Series A Preferred are entitled to vote separately as a class (as described below), whether at a meeting or by written consent. The holders of shares of Series A Preferred Stock do not otherwise have any voting rights.
The vote or consent of the holders of at least two-thirds of the shares of Series A Preferred Stock outstanding at such time, voting together as a separate class, is required in order for the Company to (i) amend, alter or repeal any provision of its Amended and Restated Certificate of Incorporation (including the certificates of designations relating to the Series A Preferred Stock) in a manner that would have an adverse effect on the rights, preferences or privileges of the Series A Preferred Stock, as applicable, (ii) issue, any capital stock ranking senior or pari passu to the Series A Preferred Stock, other than certain issuances to a governmental entity in connection with a financing transaction or (iii) liquidate, dissolve or wind up the Company.
The Series A Preferred Stock is classified within temporary equity on our consolidated balance sheets due to provisions that could cause the equity to be redeemable at the option of the holder. However, such events that could cause the Series A Preferred Stock to become redeemable are not considered probable of occurring. As of December 31, 2020, the carrying value of the Series A Preferred Stock was $1,022 million, net of $68 million in initial discount and issuance costs as well as $110 million allocated on a relative fair value basis to the concurrently issued Warrants recorded to additional paid-in capital (as described below). The Series A Preferred Stock accumulated and paid $75 million (or $62.47 per share of Series A Preferred Stock) in total dividends during 2020.
Warrants to Purchase Company Common Stock. Pursuant to the Investment Agreements, we issued to each of (1) the Silver Lake Purchasers (in the aggregate) and (2) the Apollo Purchaser, Warrants to purchase 4.2 million shares of Common Stock at an exercise price of $72.00 per share, subject to certain customary anti-dilution adjustments provided under the Warrants, including for stock splits, reclassifications, combinations and dividends or distributions made by the Company on the Common Stock. The Warrants are exercisable on a net share settlement basis. The Warrants expire ten years after the closing date.
Registration Rights Agreement. In connection with and concurrently with the effective time of the transactions contemplated by the Investment Agreements, the Company, the Apollo Purchaser and the Silver Lake Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Apollo Purchaser and the Silver Lake Purchasers are entitled to certain registration rights. Under the terms of the Registration Rights Agreement, the Apollo Purchaser and the Silver Lake Purchasers are entitled to customary registration rights with respect to the shares of Common Stock for which the Warrants may be exercised and, from and after the fifth anniversary of the closing, the Series A Preferred Stock.
Treasury Stock
As of December 31, 2020, the Company's treasury stock was comprised of approximately 123.5 million common stock and 7.3 million Class B shares. As of December 31, 2019, the Company's treasury stock was comprised of approximately 119.6 million common stock and 7.3 million Class B shares. As of December 31, 2018, the entire treasury stock balance of 97.2 million was common stock.
Share Repurchases. During 2019, 2012, 2010, and 2006, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock in each of the respective years, during 2015 authorized a repurchase of up to 10 million shares of our common stock and during 2018 authorized a repurchase of up to 15 million shares of our common stock for a total of 105 million shares. Shares repurchased under the authorized programs were as follows:
 Year Ended December 31,
 202020192018
Number of shares repurchased3.4 million5.6 million7.7 million
Average price per share$109.88 $122.72 $117.02 
Total cost of repurchases (in millions)(1)
$370 $683 $903 
___________________________________
(1)Amount excludes transaction costs.
As of December 31, 2020, 23.3 million shares remain authorized for repurchase under the 2019 and 2018 authorizations with no fixed termination date for the repurchases.
For information related to shares repurchased as part of the Liberty Expedia Holdings transaction during 2019, see NOTE 17 – Liberty Expedia Holdings Transaction.
Dividends on our Common Stock
In 2020, 2019 and 2018, 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
Year ended December 31, 2019:
February 6, 2019$0.32 March 7, 2019$47 March 27, 2019
May 1, 20190.32 May 23, 201948 June 13, 2019
July 24, 20190.34 August 22, 201950 September 12, 2019
November 6, 20190.34 November 19, 201950 December 12, 2019
Year ended December 31, 2018:
February 7, 2018$0.30 March 8, 2018$46 March 28, 2018
April 24, 20180.30 May 24, 201845 June 14, 2018
July 23, 20180.32 August 23, 201847 September 13, 2018
October 19, 20180.32 November 15, 201848 December 6, 2018
During the second quarter of 2020, we suspended quarterly dividends on our common stock. We do not expect to declare future dividends on our common stock, at least until the current economic and operating environment improves.
Accumulated Other Comprehensive Income (Loss)
The balance of accumulated other comprehensive loss as of December 31, 2020 and 2019 was comprised of foreign currency translation adjustments. These translation adjustments include foreign currency transaction losses at December 31, 2020 and 2019 of $69 million ($90 million before tax) and $15 million ($19 million before tax) associated with our 2.5% Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets. See NOTE 2 — Significant Accounting Policies for more information.
Non-redeemable Non-controlling Interests
As of December 31, 2020 and 2019, our ownership interest in trivago was approximately 59.0% and 59.3%.
In August 2018, we purchased the remaining 25% minority equity interest in AAE Travel Pte. Ltd., the joint venture formed by Air Asia and Expedia Group in March 2011. Prior to this transaction, we held a 75% controlling interest in the joint venture since 2015. The cash consideration was approximately $62 million.
XML 45 R21.htm IDEA: XBRL DOCUMENT v3.20.4
Earnings Per Share
 12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Earnings Per Share
NOTE 12 — Earnings Per Share
Basic Earnings Per Share
Basic earnings per share was calculated for the years ended December 31, 2020, 2019 and 2018 using the weighted average number of common and Class B common shares outstanding during the period excluding restricted stock and stock held in escrow.
Diluted Earnings Per Share
For the years ended December 31, 2019 and 2018, we computed diluted earnings per share using (i) the number of shares of common stock and Class B common stock used in the basic earnings per share calculation as indicated above (ii) if dilutive, the incremental common stock that we would issue upon the assumed exercise of stock options and the vesting of RSUs using the treasury stock method, and (iii) other stock-based commitments.
The following table presents our basic and diluted earnings (loss) per share:
 Year Ended December 31,
 202020192018
 (In millions, except share and per share data)
Net income (loss) attributable to Expedia Group, Inc.$(2,612)$565 $406 
Preferred stock dividend(75)— — 
Net income (loss) attributable to Expedia Group, Inc. common stockholders$(2,687)$565 $406 
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:
Basic$(19.00)$3.84 $2.71 
Diluted(19.00)3.77 2.65 
Weighted average number of shares outstanding (000's):
Basic141,414 147,194 149,961 
Dilutive effect of:
Options to purchase common stock— 1,873 2,317 
Other dilutive securities— 817 611 
Diluted141,414 149,884 152,889 
Outstanding stock awards and common stock warrants that have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive were approximately 22 million for the year ended December 31, 2020, seven million for 2019, and nine million for 2018.
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.
XML 46 R22.htm IDEA: XBRL DOCUMENT v3.20.4
Restructuring and Related Reorganization Charges
 12 Months Ended
Dec. 31, 2020
Restructuring and Related Activities [Abstract]  
Restructuring and Related Reorganization Charges
NOTE 13 — Restructuring and Related Reorganization Charges
In February 2020, we committed to restructuring actions intended to simplify our businesses and improve operational
efficiencies, which have resulted in headcount reductions, and, subsequently in 2020, the Company accelerated further actions to adapt our business to the current environment. As a result, we recognized $231 million in restructuring and related reorganization charges during 2020. Based on current plans, which are subject to change, we expect total reorganization charges in 2021 of approximately $60 million. However, we continue to actively evaluate additional cost reduction efforts and should we make decisions in future periods to take further actions we will incur additional reorganization charges.
We also engaged in certain smaller scale restructure actions in 2019 to centralize and migrate certain operational functions and systems, for which we recognized $24 million in restructuring and related reorganization charges, which were primarily related to severance, benefits and professional fees. We had no restructuring charges in 2018.
The following table summarizes the restructuring and related reorganization activity for the year ended December 31, 2020 with the other charges primarily comprised of lease impairments and professional fees:
Employee Severance and BenefitsOtherTotal
 (In millions)
Accrued liability as of January 1, 2020$11 $6 $17 
Charges205 26 231 
Payments(120)(17)(137)
Non-cash items7 (15)(8)
Accrued liability as of December 31, 2020$103 $— $103 
XML 47 R23.htm IDEA: XBRL DOCUMENT v3.20.4
Other Income (Expense)
 12 Months Ended
Dec. 31, 2020
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,
 202020192018
 (In millions)
Foreign exchange rate gains (losses), net
$71 $(34)$3 
Gains (losses) on minority equity investments, net(142)8 (111)
Loss on sale of businesses, net(13)— — 
Other(6)12 (2)
Total$(90)$(14)$(110)
XML 48 R24.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2020
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, 2020:
  By Period
 TotalLess than
1  year		1 to 3
years		3 to 5
years		More than
5  years
 (In millions)
Purchase obligations$1,042 $551 $452 $39 $— 
Guarantees59 59 — — — 
Letters of credit32 24 5 — 3 
$1,133 $634 $457 $39 $3 
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, 2020, 2019 and 2018.
Legal Proceedings
In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia Group. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.
Litigation Relating to Occupancy Taxes. One hundred one lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes. Nine lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to us or the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, forty-eight of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Thirty-four dismissals were based on a finding that we and the other defendants were not subject to the local tax ordinance or that the local government lacked standing to pursue its claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $58 million and $48 million as of December 31, 2020 and 2019, 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. For example, on September 13, 2018, the City of San Francisco refunded all pay-to-play payments previously made by Expedia Group companies, along with accumulated interest. The $78 million refund was recorded as a gain within legal reserves, occupancy tax and other in the consolidated statements of operations and $19 million of accumulated interest to interest income during 2018.
We are in various stages of inquiry or audit with various tax authorities, some of which, including in the City of Los Angeles regarding hotel occupancy taxes, may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.
Matters Relating to International VAT. We are in various stages of inquiry or audit in multiple European Union jurisdictions regarding the application of VAT to our European Union related transactions. While we believe we comply with applicable VAT laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes. In certain jurisdictions, including the United Kingdom, we may be required to “pay-to-play” any VAT assessment prior to contesting its validity. While we believe that we will be successful based on the merits of our positions with regard to audits in pay-to-play jurisdictions, it is nevertheless reasonably possible that we could be required to pay any assessed amounts in order to contest or litigate the applicability of any assessments and an estimate for a reasonably possible amount of any such payments cannot be made.
Competition and Consumer Matters. On August 23, 2018, the Australian Competition and Consumer Commission, or "ACCC", instituted proceedings in the Australian Federal Court against trivago. The ACCC alleged breaches of Australian Consumer Law, or "ACL," relating to trivago’s advertisements in Australia concerning the hotel prices available on trivago’s Australian site, trivago’s strike-through pricing practice and other aspects of the way offers for accommodation were displayed on trivago's Australian website. The matter went to trial in September 2019 and, on January 20, 2020, the Australian Federal Court issued a judgment finding trivago had engaged in conduct in breach of the ACL. On March 4, 2020, trivago filed a notice of appeal of part of that judgment at the Australian Federal Court. On November 4, 2020, the Australian Federal Court dismissed trivago's appeal. The court has yet to set a date for a separate hearing regarding penalties and other orders. We recorded the estimated probable loss associated with the proceedings in a previous period. An estimate for the reasonable possible loss or range of loss in excess of the amount reserved cannot be made.
XML 49 R25.htm IDEA: XBRL DOCUMENT v3.20.4
Acquisitions, Other Investments and Divestitures
 12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Acquisitions, Other Investments and Divestitures
NOTE 16 – Acquisitions, Other Investments and Divestitures
2020 and 2019 Acquisition Activity
We had no acquisition activity during the year ended December 31, 2020 and nominal acquisition activity during the year ended December 31, 2019. Refer to NOTE 17 – Liberty Expedia Holdings Transaction for details of this transaction completed during 2019.
2018 Acquisition and Other Investment Activity
During 2018, we completed two business combinations. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions:
Goodwill$31 
Intangibles with definite lives (1)
24 
Deferred tax liabilities, net(1)
     Total (2)
$54 
___________________________________
(1)Acquired intangible assets with definite lives had a weighted average useful life of 2.9 years.
(2)Included cash acquired of $1 million.
The goodwill recorded for the business combinations was not expected to be deductible for tax purposes. The results of operations were immaterial from the transaction close dates through December 31, 2018.
Other Investments. In December 2018, we made an additional investment of $70 million in Traveloka Holding Limited ("Traveloka"), a Southeast Asian online travel company, for which we made an initial investment during 2017. The initial investment in July 2017 of $350 million expanded our partnership to include deeper cooperation on hotel supply between our two companies. The majority of our investments are accounted for as a minority equity investment and included within long-term investment and other assets on the consolidated balance sheets with a small portion of the initial investment allocated to intangible assets.
2020 Disposition Activity
During the third quarter of 2020, in connection with our efforts to focus on our core businesses and streamline our activities, we committed to a plan that we think is probable of completion within the next year to divest certain smaller businesses within our Retail segment, one of which completed its sale in October 2020 and one we expect to complete in March 2021.
We recognized a loss of $13 million within other, net in the consolidated statements of operations during the fourth quarter of 2020 with respect to the sale of the disposal group which completed in October 2020.
As a result, beginning in the third quarter of 2020, the related assets and liabilities of these disposal groups were considered held-for-sale and, for the business that remains as held-for-sale as of December 31, 2020, consists of the following:
•Held-for-sale assets of $21 million, which were primarily classified within cash of $5 million, accounts receivable of $2 million and prepaid expenses and other current assets of $12 million.
•Held-for-sale liabilities of $53 million, which were primarily classified within merchant accounts payable of $8 million, accrued expenses and other current liabilities of $5 million and deferred merchant bookings of $38 million.
In May 2020, we completed the sale of Bodybuilding.com, and the impacts of the divestiture are not considered material to the Company.
XML 50 R26.htm IDEA: XBRL DOCUMENT v3.20.4
Liberty Expedia Holdings Transaction
 12 Months Ended
Dec. 31, 2020
Asset Acquisition [Abstract]  
Liberty Expedia Holdings Transaction
NOTE 17 – Liberty Expedia Holdings Transaction
On July 26, 2019, Expedia Group acquired all of the outstanding shares of Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) in a merger transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock were exchanged for newly issued shares of common stock of Expedia Group with a fair value of $2.9 billion, assumption of $400 million in debt and $15 million of cash. We accounted for the acquired Liberty Expedia Holdings assets and liabilities, except for the Expedia Group shares repurchased, as a business combination. We accounted for the acquired Expedia Group shares held by Liberty Expedia Holdings as a share repurchase for consideration of $3.2 billion. As a result of this transaction, Expedia Group’s shares outstanding were reduced by approximately 3.1 million shares. The fair value of the assets and liabilities acquired in the business combination was $96 million, which was primarily comprised of $78 million of cash and $10 million of a trade name definite lived intangible asset related to Bodybuilding.com. Bodybuilding.com is primarily an Internet retailer of dietary supplements, sports nutrition products, and other health and wellness products. No goodwill was recorded for the portion of the transaction accounted for as a business combination.
In connection with the Liberty Expedia Holdings transaction, a wholly-owned subsidiary of Expedia Group, Inc. (“Merger LLC”) assumed the obligations of Liberty Expedia Holdings with respect to the $400 million aggregate outstanding principal amount of 1.0% Exchangeable Senior Debentures due 2047 issued by Liberty Expedia Holdings (the “Exchangeable Debentures”) and the indenture governing the Exchangeable Debentures. Also in connection with the Liberty Expedia Holdings transaction, Liberty Expedia Holdings delivered a notice of redemption with respect to the Exchangeable Debentures, pursuant to which Merger LLC would redeem all of the Exchangeable Debentures at a redemption price, in cash, equal to the sum of (i) the adjusted principal amount of such Exchangeable Debentures, (ii) any accrued and unpaid interest on such Exchangeable Debentures to the redemption date, and (iii) any final period distribution on such Exchangeable Debentures (subject to the right of holders of the Exchangeable Debentures to exchange such Exchangeable Debentures for equity of Expedia Group, Inc. or, at Merger LLC’s election, cash or a combination of such equity and cash). On August 26, 2019, Merger LLC redeemed all of the Exchangeable Debentures in exchange for a total payment of approximately $401 million (with no holders of the Exchangeable Debentures electing to exchange).
Bodybuilding.com was consolidated into our financial statements starting on the acquisition date and we recognized $58 million in revenue and $7 million in operating losses for the year ended December 31, 2019, which was included within Corporate and Eliminations in our segment footnote.
For information related to the Liberty Expedia Holdings transaction, see NOTE 18 — Related Party Transactions below.
XML 51 R27.htm IDEA: XBRL DOCUMENT v3.20.4
Related Party Transactions
 12 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 18 — Related Party Transactions
Mr. Diller is the Chairman and Senior Executive of Expedia Group. Certain relationships between Mr. Diller and the Company in connection with the Liberty Expedia Transaction (as defined below) are described below.
Prior to the closing of the Liberty Expedia Transaction on July 26, 2019, Liberty Expedia Holdings and its subsidiaries held 11,076,672 shares of Expedia Group common stock and 12,799,999 shares of Expedia Group Class B common stock, which shares represented approximately 53% of the total voting power of all shares of Expedia Group common stock and Class B common stock, based on a total of 136,832,712 shares of Expedia Group common stock and 12,799,999 shares of Class B common stock outstanding as of July 12, 2019. Pursuant to an Amended and Restated Stockholders Agreement between Liberty Expedia and Mr. Diller (as amended as of November 4, 2016, the “Stockholders Agreement”), Mr. Diller generally had the right to vote all shares of Expedia Group common stock and Class B common stock held by Liberty Expedia Holdings and its subsidiaries (the “Diller Proxy”). As described below, the Stockholders Agreement, including the Diller Proxy, was terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction.
Merger Agreement
On April 15, 2019, Expedia Group entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019, the “Merger Agreement”) with Liberty Expedia Holdings, LEMS I LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger LLC”), and LEMS II Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Sub”) and certain other related agreements (the transactions contemplated by the Merger Agreement and related agreements, the “Liberty Expedia Transaction”). The Merger Agreement provided for, among other things, (i) the merger of Merger Sub with and into Liberty Expedia Holdings (the “Merger”), with Liberty Expedia Holdings surviving the Merger as a wholly owned subsidiary of Merger LLC, and (ii) immediately following the Merger, the merger of Liberty Expedia Holdings (as the surviving corporation
in the Merger) with and into Merger LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of the Company.
On July 26, 2019, the Combination was completed. At the effective time of the Merger (the “Effective Time”), each share of Series A common stock, par value $0.01 per share, of Liberty Expedia Holdings (the “Liberty Expedia Series A common stock”) and each share of Series B common stock, par value $0.01 per share, of Liberty Expedia Holdings (the “Liberty Expedia Series B common stock”) issued and outstanding immediately prior to the Effective Time (except for shares held by Liberty Expedia Holdings as treasury stock or held directly by Expedia Group) was converted into the right to receive a number of shares of Expedia Group common stock such that each holder of record of shares of Liberty Expedia Series A common stock or Liberty Expedia Series B common stock had the right to receive, in the aggregate, a number of shares of Expedia Group common stock equal to the product of the total number of shares of such series of Liberty Expedia Series A common stock and Liberty Expedia Series B common stock held of record by such holder immediately prior to the Merger multiplied by an exchange ratio equal to 0.36, with such product rounded up to the next whole share of Expedia Group common stock. The aggregate consideration payable in the Combination was approximately 20.7 million shares of Expedia Group common stock.
Voting Agreement
In connection with the transactions contemplated by the Merger Agreement, John C. Malone and Leslie Malone (together, the “Malone Group”) entered into a voting agreement (the “Voting Agreement”) with the Company on April 15, 2019, pursuant to which, at the July 26, 2019 meeting of the Liberty Expedia Holdings stockholders at which the Merger was approved, the Malone Group voted shares of Liberty Expedia common stock representing approximately 32% of the total voting power of the issued and outstanding shares of Liberty Expedia Holdings common stock as of April 30, 2019, as reported in Liberty Expedia Holdings’ Definitive Proxy Statement on Schedule 14A filed on June 26, 2019, in favor of the Merger Agreement and the transactions contemplated thereby.
Exchange Agreement
Simultaneously with the entry into the Merger Agreement, Mr. Diller, The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation (the “Family Foundation”), Liberty Expedia Holdings and the Company entered into an Exchange Agreement (the “Exchange Agreement,” the rights contemplated by which and by the Governance Agreement (as defined below) were agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Former Governance Agreement (as defined below) and the Stockholders Agreement), and pursuant to which on July 26, 2019, immediately prior to the closing of the Combination, Mr. Diller and the Family Foundation exchanged with Liberty Expedia Holdings 5,523,452 shares of Expedia Group common stock for the same number of shares of Expedia Group Class B common stock held by Liberty Expedia Holdings (the shares of Class B common stock acquired by Mr. Diller and the Family Foundation pursuant to the Exchange Agreement, collectively referred to as the “Original Shares”). The Original Shares represent approximately 29% of the total voting power of all shares of Expedia Group common stock and Class B common stock, based on approximately 138 million shares of Expedia Group common stock and approximately 5.5 million shares of Class B common stock outstanding as of December 31, 2020.
Former Governance Agreement
During 2018 through July 26, 2019, Liberty Expedia Holdings (as assignee of Qurate Retail, Inc. (“Qurate”)) was a party to the Amended and Restated Governance Agreement, dated as of December 20, 2011, as amended, among the Company, Liberty Expedia Holdings and Mr. Diller (the “Former Governance Agreement”), pursuant to which Liberty Expedia Holdings had the right to nominate up to a number of directors equal to 20% of the total number of the directors on the Board (rounded up to the next whole number if the number of directors on the Board were not an even multiple of five) and had certain rights regarding committee participation, so long as Liberty Expedia Holdings satisfied certain stock ownership requirements. The Former Governance Agreement was terminated on July 26, 2019 upon the closing of the Liberty Expedia Transaction, at which time, pursuant to the Merger Agreement, each of the three directors serving on the Expedia Group Board of Directors who were nominated by Liberty Expedia Holdings resigned from the Board.
New Governance Agreement
Simultaneously with the entry into the Merger Agreement, the Company and Mr. Diller entered into a Second Amended and Restated Governance Agreement (the “Governance Agreement,” the rights contemplated by which and by the Exchange Agreement were agreed by Mr. Diller to be deemed to be in recognition and in lieu of Mr. Diller’s existing rights under the Former Governance Agreement and the Stockholders Agreement), which provided, among other things, that Mr. Diller could exercise a right (the “Purchase/Exchange Right”) during the nine month period following the closing of the Combination, to acquire up to 7,276,547 shares of Expedia Group Class B common stock by (1) exchange with the Company (or its wholly owned subsidiary) for an equivalent number of shares of Expedia Group common stock, or (2) purchase from the Company (or its wholly owned subsidiary) at a price per share equal to the average closing price of Expedia Group common stock for the five
trading days immediately preceding notice of exercise (any shares acquired pursuant to the Purchase/Exchange Right, the “Additional Shares”). The Purchase/Exchange Right could be exercised from time to time in whole or in part.
On April 10, 2020, the Company and Mr. Diller entered into Amendment No. 1 (the “Governance Agreement Amendment”) to the New Governance Agreement. The Governance Agreement Amendment was entered into pursuant to the stipulation and order entered by the Delaware Court of Chancery on March 30, 2020 (the “Order”), and was approved by the Special Litigation Committee of the Board of Directors of the Company formed to, among other things, investigate and evaluate the claims raised against certain current and former members of the Board of Directors and officers of the Company in the consolidated action captioned In re Expedia Group Stockholders Litigation, Consolidated Case No. 2019-0494-JTL (the “Delaware Litigation”). Pursuant to the Order, Mr. Diller was not permitted to exercise the Purchase/Exchange Right prior to the Special Litigation Committee notifying Mr. Diller that it had completed its investigation of the claims raised in the Delaware Litigation (the “Completion Date”). The Governance Agreement Amendment extended the deadline by which Mr. Diller may have exercised the Purchase/Exchange Right to December 7, 2020 (the close of business on the forty-fifth day following the Completion Date). The Purchase/Exchange Right expired unexercised on December 7, 2020.
Subject to limited exception, no current or future holder of Original Shares may (and no holder of Additional Shares would have been permitted to) participate in, or vote in favor of, or tender shares into, any change of control transaction involving at least 50% of the outstanding shares or voting power of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Class B common stock and shares of Expedia Group common stock. These requirements negotiated by the Expedia Group Special Committee and agreed to by Mr. Diller under the Governance Agreement did not exist under the Former Governance Agreement.
At the 2019 Annual Meeting of the Company’s stockholders, the Company's stockholders approved a proposal to amend the Company's certificate of incorporation to reflect the aforementioned transfer restrictions, automatic conversion provisions and change-of-control restrictions reflected in the Governance Agreement. The amendment was filed with the Secretary of State of Delaware on December 3, 2019, and became effective at 11:59 p.m., Eastern Time, on December 3, 2019.
Following the closing of the Liberty Expedia Transaction, the Company ceased to be a controlled company under the Nasdaq Stock Market Listing Rules and is required to comply with all of Nasdaq’s corporate governance requirements. While it is possible that Mr. Diller may at some point in the future beneficially own more than 50% of the outstanding voting power of the Company, the provisions of the Governance Agreement and the Company's amended and restated certificate of incorporation provide that, subject to limited exception, no current or future holder of Original Shares may participate in, or vote or tender in favor of, any change of control transaction involving at least 50% of the outstanding shares of capital stock of the Company, unless such transaction provides for the same per share consideration and mix of consideration (or election right) and the same participation rights for shares of Expedia Group Class B common stock and shares of Expedia Group common stock.
Other Agreements
Simultaneously with the Company’s entry into the Merger Agreement, certain additional related agreements were entered into, including:
A Stockholders Agreement Termination Agreement by and among Mr. Diller, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Stockholders Agreement, including the Diller Proxy, terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction;
A Governance Agreement Termination Agreement, by and among Mr. Diller, the Company, Liberty Expedia Holdings and certain wholly owned subsidiaries of Liberty Expedia Holdings, pursuant to which the Former Governance Agreement terminated on July 26, 2019, upon the closing of the Liberty Expedia Transaction;
An Assumption and Joinder Agreement to Tax Sharing Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia Transaction, Liberty Expedia Holdings’ rights and obligations under the Tax Sharing Agreement, dated as of November 4, 2016, by and between Qurate and Liberty Expedia Holdings;
An Assumption Agreement Concerning Transaction Agreement Obligations by and among the Company, Liberty Expedia Holdings, Qurate and the Malone Group, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia Transaction, certain of Liberty Expedia Holdings’ rights and obligations under the Amended and Restated Transaction Agreement, dated as of September 22, 2016, as amended by the letter agreement dated as of March 6, 2018, as further amended by Amendment No. 2 to Transaction Agreement, dated as of April 15, 2019 (the “Transaction Agreement”), which survived the termination of the Transaction Agreement; and
An Assumption and Joinder Agreement to Reorganization Agreement by and among the Company, Liberty Expedia Holdings and Qurate, pursuant to which the Company agreed to assume, effective at the closing of the Liberty Expedia
Transaction, Liberty Expedia Holdings’ rights and obligations under the Reorganization Agreement, dated as of October 26, 2016, by and between Qurate and Liberty Expedia Holdings.
IAC/InterActiveCorp
In addition to serving as our Chairman and Senior Executive, Mr. Diller also serves as Chairman of the Board of Directors and Senior Executive at IAC. The Company and IAC are related parties, insofar as Mr. Diller serves as Chairman and Senior Executive of both Expedia Group and IAC. Each of IAC and Expedia Group has a 50% ownership interest in two aircraft that may be used by both companies. We share equally in fixed and nonrecurring costs for the planes; direct operating costs are pro-rated based on actual usage. In addition, in April 2019, Expedia Group and IAC entered into an agreement to jointly acquire a new corporate aircraft for a total expected cost of approximately $72 million (including purchase and related costs), which will be split evenly between the two companies. In 2019, we paid $23 million (50% of the purchase price and refurbishment costs paid to date) for our interest. 2020 payments were nominal. The respective share of the balance is due upon delivery of the new aircraft, which is expected to occur in early 2021. As of December 31, 2020 and 2019, the net basis in our ownership interest in the planes was $50 million and $53 million, respectively, recorded in long-term investments and other assets. In 2020, 2019 and 2018, operating and maintenance costs paid directly to the jointly-owned subsidiary for the airplanes were nominal.
XML 52 R28.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information
 12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
Segment Information
NOTE 19 — Segment Information
Beginning in the first quarter of 2020, we have the following reportable segments: Retail, B2B, and trivago. The change from our previous reportable segments, Core OTA, trivago, Vrbo and Egencia, reflect Expedia Group’s efforts to simplify our organization into a platform operating model by aligning our retail brand operations, combining our business focused brands and centralizing our platform and supply organizations to support all of our businesses. Our Retail segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of consumer brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Vrbo, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com, Expedia Cruises and Classic Vacations. Our B2B segment is comprised of our Expedia Business Services organization including Expedia Partner Solutions, which offers private label and co-branded products to make travel services available to travelers through third-party company branded websites, and Egencia, a full-service travel management company that provides travel services to businesses and their corporate customers. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites.
We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is Adjusted EBITDA. Adjusted EBITDA for our Retail and B2B segments includes allocations of certain expenses, primarily related to our global travel supply organization and the majority of costs from our product and technology platform, as well as facility costs and the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, certain information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change.
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 subsequent to our acquisition in July 2019 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 2020, 2019 and 2018. 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, 2020
 RetailB2BtrivagoCorporate &
Eliminations		Total
 (In millions)
Third-party revenue$3,993 $942 $205 $59 $5,199 
Intersegment revenue— — 75 (75)— 
Revenue$3,993 $942 $280 $(16)$5,199 
Adjusted EBITDA$254 $(208)$(14)$(400)$(368)
Depreciation(525)(128)(12)(74)(739)
Amortization of intangible assets— — — (154)(154)
Impairment of goodwill— — — (799)(799)
Impairment of intangible assets— — — (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$(329)$(339)$(26)$(2,025)(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)
 Year ended December 31, 2019
 RetailB2BtrivagoCorporate & EliminationsTotal
 (In millions)
Third-party revenue$8,808 $2,579 $622 $58 $12,067 
Intersegment revenue— — 316 (316)— 
Revenue$8,808 $2,579 $938 $(258)$12,067 
Adjusted EBITDA$2,121 $447 $85 $(519)$2,134 
Depreciation(512)(110)(11)(79)(712)
Amortization of intangible assets— — — (198)(198)
Stock-based compensation— — — (241)(241)
Legal reserves, occupancy tax and other— — — (34)(34)
Restructuring and related reorganization charges— — — (24)(24)
Realized (gain) loss on revenue hedges(8)(14)— — (22)
Operating income (loss)$1,601 $323 $74 $(1,095)903 
Other expense, net(128)
Income before income taxes775 
Provision for income taxes(203)
Net income572 
Net income attributable to non-controlling interests(7)
Net income attributable to Expedia Group, Inc.$565 

 Year ended December 31, 2018
 RetailB2BtrivagoCorporate & EliminationsTotal
 (In millions)
Third-party revenue$8,389 $2,143 $691 $— $11,223 
Intersegment revenue— — 393 (393)— 
Revenue$8,389 $2,143 $1,084 $(393)$11,223 
Adjusted EBITDA$2,088 $341 $16 $(475)$1,970 
Depreciation(493)(101)(15)(67)(676)
Amortization of intangible assets— — — (283)(283)
Impairment of goodwill— — — (86)(86)
Impairment of intangible assets— — — (42)(42)
Stock-based compensation— — — (203)(203)
Legal reserves, occupancy tax and other— — — 59 59 
Realized (gain) loss on revenue hedges(5)(20)— — (25)
Operating income (loss)$1,590 $220 $1 $(1,097)714 
Other income, net(229)
Income before income taxes485 
Provision for income taxes(87)
Net income398 
Net loss attributable to non-controlling interests8 
Net income attributable to Expedia Group, Inc.$406 
Revenue by Business Model and Service Type
The following table presents revenue by business model and service type for the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
202020192018
(In millions)
Business Model
Merchant$3,261 $6,763 $6,125 
Agency1,267 3,882 3,701 
Advertising, media and other671 1,422 1,397 
Total revenue
$5,199 $12,067 $11,223 
Service Type
Lodging$4,051 $8,362 $7,597 
Air105 869 881 
Advertising and media405 1,104 1,103 
Other(1)
638 1,732 1,642 
Total revenue
$5,199 $12,067 $11,223 
___________________________________

(1)Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material. Other also includes product revenue of $59 million and $58 million during the years ended December 31, 2020 and 2019 related to Bodybuilding.com, which was sold in May 2020.
Our Retail and B2B segments generate revenue from the merchant, agency and advertising, media and other business models as well as all service types. trivago segment revenue is generated through advertising and media.

Geographic Information
The following table presents revenue by geographic area, the United States and all other countries, based on the geographic location of our websites or points of sale with the exception of trivago, which has all been allocated to Germany, the location of its corporate headquarters, for the years ended December 31, 2020, 2019 and 2018. 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,
 202020192018
 (In millions)
Revenue
United States$3,511 $6,869 $6,202 
All other countries1,688 5,198 5,021 
$5,199 $12,067 $11,223 
The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2020 and 2019:
 As of December 31,
 20202019
 (In millions)
Property and equipment, net
United States$2,114 $2,038 
All other countries143 160 
$2,257 $2,198 
XML 53 R29.htm IDEA: XBRL DOCUMENT v3.20.4
Valuation and Qualifying Accounts
 12 Months Ended
Dec. 31, 2020
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Valuation and Qualifying Accounts
NOTE 20 — Valuation and Qualifying Accounts
The following table presents the changes in our valuation and qualifying accounts. Other reserves primarily include our accrual of the cost associated with purchases made on our website related to the use of fraudulent credit cards “charged-back” due to payment disputes and cancellation fees as well as refund reserves in 2020 due to COVID impacts.
DescriptionBalance at
Beginning of
Period		Charges to
Earnings
Charges to
Other
Accounts(1)
DeductionsBalance at End
of Period
 (In millions)
2020
Allowance for expected credit losses$41 $82 $2 $(24)$101 
Other reserves19 392(2)58 
2019
Allowance for doubtful accounts$34 $25 $(3)$(15)$41 
Other reserves19 19 
2018
Allowance for doubtful accounts$31 $27 $(8)$(16)$34 
Other reserves22 19 
___________________________________
(1)Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications.
XML 54 R30.htm IDEA: XBRL DOCUMENT v3.20.4
Quarterly Financial Information (Unaudited)
 12 Months Ended
Dec. 31, 2020
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information (Unaudited)
NOTE 21 — Quarterly Financial Information (Unaudited) 
 
 Three Months Ended
 December 31September 30June 30March 31
 (In millions, except per share data)
Year ended December 31, 2020
Revenue$920 $1,504 $566 $2,209 
Operating loss(463)(113)(849)(1,294)
Net loss attributable to Expedia Group, Inc common stockholders(412)(221)(753)(1,301)
Basic loss per share(1)
$(2.89)$(1.56)$(5.34)$(9.24)
Diluted loss per share(1)
(2.89)(1.56)(5.34)(9.24)
Year ended December 31, 2019
Revenue$2,747 $3,558 $3,153 $2,609 
Operating income (loss)160 609 265 (131)
Net income (loss) attributable to Expedia Group, Inc. common stockholders76 409 183 (103)
Basic earnings (loss) per share(1)
$0.52 $2.77 $1.23 $(0.69)
Diluted earnings (loss) per share(1)
0.52 2.71 1.21 (0.69)
___________________________________
(1)Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.
XML 55 R31.htm IDEA: XBRL DOCUMENT v3.20.4
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2020
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. We have eliminated significant intercompany transactions and accounts.
We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, the results of our future operations and cash flows.
Seasonality
Seasonality
We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our alternative accommodations business. Historically, Vrbo has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are
typically the lowest in the first quarter and highest in the third quarter. The growth of our international operations, advertising business or a change in our product mix, including the growth of Vrbo, may influence the typical trend of the seasonality in the future.
Due to COVID-19, which led to significant cancellations for future travel during the first half of the year, and has impacted new travel bookings for the majority of 2020, we have not experienced our typical seasonal pattern for bookings, revenue and profit during 2020. In addition, with the lower new bookings and elevated cancellations in the merchant business model, our typical, seasonal working capital source of cash has been significantly disrupted resulting in the Company experiencing unfavorable working capital trends and material negative cash flow during the first half of 2020 when we typically generate significant positive cash flow. Seasonal trends were more normalized during the second half of the year, but it is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the duration of the impact from COVID-19 and the shape and timing of any sustained recovery. In addition, we continue to experience shorter booking windows in our lodging businesses, which could also impact the seasonality of our working capital and cash flow.
Consolidation
Consolidation
Our consolidated financial statements include the accounts of Expedia Group, Inc., our wholly-owned subsidiaries, and entities for which we control a majority of the entity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the non-controlling interest share of net income or loss from our redeemable and non-redeemable non-controlling interest entities. trivago is a separately listed company on the Nasdaq Global Select Market and, therefore, is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group, Inc.
We have eliminated significant intercompany transactions and accounts in our consolidated financial statements.
Accounting Estimates
Accounting Estimates
We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments and provisions for credit losses, customer refunds and chargebacks.
The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.
Reclassifications ReclassificationsWe have reclassified prior period financial statements to conform to the current period presentation. During the first quarter of 2020, we reclassified depreciation expense from within our operating expense line items on our consolidated statements of operations to be included with intangible asset amortization expense.
Revenue Recognition
Revenue Recognition
We recognize revenue upon transfer of control of our promised services in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
For our primary transaction-based revenue sources, discussed below, we have determined net presentation (that is, the amount billed to a traveler less the amount paid to a supplier) is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying travel services and we do not control the service provided by the supplier to the traveler. We exclude all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on our travel related services or collected by the Company from customers (which are therefore excluded from revenue).
We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model.
Under the merchant model, we facilitate the booking of hotel rooms, alternative accommodations, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings.
Under the agency model, we pass reservations booked by the traveler to the relevant travel supplier and the travel supplier serves as the merchant of record for such bookings. We receive commissions or ticketing fees from the travel supplier and/or traveler. For certain agency airline, hotel and car transactions, we also receive fees through global distribution systems (“GDS”) that provide the computer systems through which the travel supplier inventory is made available and through which reservations are booked.
Under the advertising model, we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on trivago and our transaction-based websites.
In addition, Vrbo also provides subscription-based listing and other ancillary services to property owners and managers.
The nature of our travel booking service performance obligations vary based on the travel service with differences primarily related to the degree to which we provide post booking services to the traveler and the timing when rights and obligations are triggered in our underlying supplier agreements. We consider both the traveler and travel supplier as our customers.
Refer to NOTE 19 — Segment Information for revenue by business model and service type.
Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and Vrbo subscription-based listing services model.
Merchant Hotel. We provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk. Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation. We record the payment in deferred merchant bookings until the stayed night occurs, at which point we recognize the revenue, net of amounts paid to suppliers, as this is when our performance obligation is satisfied. In certain nonrefundable, nonchangeable transactions where we have no significant post booking services (primarily opaque hotel offerings), we record revenue when the traveler completes the transaction on our website, less a reserve for chargebacks and cancellations based on historical experience. Payments to suppliers are generally due within 30 days of check-in or stay. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Cancellation fees are collected and
remitted to the supplier, if applicable.
Agency Hotel. We generally record agency revenue from the hotel when the stayed night occurs as we provide post booking services to the traveler and, thus consider the stay as when our performance obligation is satisfied. We record an allowance for cancellations on this revenue based on historical experience.
Vrbo Alternative Accommodations. Vrbo's lodging revenue is generally earned on a pay-per-booking, which can be either merchant or agency bookings depending on the nature of the payment processor, or pay-per-subscription basis. Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate 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. 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. 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.
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 our Vrbo performance obligations as prepaid merchant bookings included within prepaid and other current assets. Prepaid merchant bookings was $389 million as of December 31, 2020 and $226 million as of December 31, 2019.
Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At December 31, 2019, $4.9 billion of cash advance cash payments was reported within deferred merchant bookings, $3.5 billion of which was recognized resulting in $582 million of revenue during the year ended December 31, 2020 with the remainder primarily consisting of cancellations during the year. At December 31, 2020, the related balance was $2.3 billion.
Travelers enrolled in our internally administered traveler loyalty rewards programs earn points for each eligible booking made which can be redeemed for free or discounted future bookings. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 40 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, 2019, $781 million of deferred loyalty rewards was reported within deferred merchant bookings, $427 million of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $769 million.
Deferred Revenue. Deferred revenue primarily consists of Vrbo's traveler service fees received on bookings where we are not merchant of record due to the use of a third party payment processor, unearned subscription revenue as well as deferred advertising revenue. At December 31, 2019, $321 million was recorded as deferred revenue, $206 million of which was recognized as revenue during the year ended December 31, 2020. At December 31, 2020, the related balance was $172 million.
Practical Expedients and Exemptions. We have used the portfolio approach to account for our loyalty points as the rewards programs share similar characteristics within each program in relation to the value provided to the traveler and their breakage patterns. Using this portfolio approach is not expected to differ materially from applying the guidance to individual contracts. However, we will continue to assess and refine, if necessary, how a portfolio within each rewards program is defined.
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Cash, Restricted Cash, and Cash Equivalents 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.
We record investments using the equity method when we have the ability to exercise significant influence over the investee. Minority equity investments with readily determinable fair values, such as our investment in Despegar.com Corp ("Despegar"), are carried at fair value with changes in fair value recorded through net income or loss. Minority investments without readily determinable fair values are measured using the equity method, or measured at cost with observable price changes reflected through net income 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 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. During 2020, we recorded approximately $82 million of incremental allowance for expected uncollectible amounts, including estimated future losses in consideration of the impact of COVID-19 pandemic on the economy and the Company, partially offset by $24 million of write-offs. Actual future bad debt could differ materially from this estimate resulting from changes in our assumptions of the duration and severity of the impact of the COVID-19 pandemic.
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 new 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 nine years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.
Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.
Redeemable Noncontrolling Interests
Redeemable Non-controlling Interests
We have non-controlling interests in majority owned entities, which were carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the company. If the redeemable non-controlling interest is redeemable at an amount other than fair value, we adjust the non-controlling interest to redemption value through earnings each period. In circumstances where the non-controlling interest is redeemable at fair value, changes in fair value of the shares for which the minority holders could sell to us were recorded to the non-controlling interest and as charges or credits to retained earnings (or additional paid-in capital in the absence of retained earnings). Fair value determinations required high levels of judgment (“Level 3” on the fair value hierarchy) and were based on various valuation techniques, including market comparables and discounted cash flow projections. As of December 31, 2020
and 2019, redeemable non-controlling interests were $13 million and $15 million, and included within other long-term liabilities.
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 (“GILTI”) 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, 2020 and 2019, our derivative instruments primarily consisted of foreign currency forward contracts. We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. Our foreign currency forward contracts are typically short-term and, as they do not qualify for hedge accounting treatment, we classify the changes in their fair value in other, net. We do not hold or issue financial instruments for speculative or trading purposes.
In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated OCI. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.
Foreign Currency Translation and Transaction Gains and Losses
Foreign Currency Translation and Transaction Gains and Losses
Certain of our operations outside of the United States use the related local currency as their functional currency. We translate revenue and expense at average rates of exchange during the period. We translate assets and liabilities at the rates of exchange as of the consolidated balance sheet dates and include foreign currency translation gains and losses as a component of
accumulated OCI. Due to the nature of our operations and our corporate structure, we also have subsidiaries that have significant transactions in foreign currencies other than their functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring remeasurement and settlement of such transactions.
To the extent practicable, we attempt to minimize this exposure by maintaining natural hedges between our current assets and current liabilities of similarly denominated foreign currencies. Additionally, as discussed above, we use foreign currency forward contracts to economically hedge certain merchant revenue exposures and in lieu of holding certain foreign currency cash for the purpose of economically hedging our foreign currency-denominated operating liabilities.
Debt Issuance Costs Debt Issuance CostsWe defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, and amortize these costs to interest expense over the term of the debt or, in circumstances where the debt can be redeemed at the option of the holders, over the term of the redemption option.
Marketing Promotions
Marketing Promotions
We periodically provide incentive offers to our customers to encourage booking of travel products and services. Generally, our incentive offers are as follows:
Current Discount Offers. These promotions include dollar or percent off discounts to be applied against current purchases. We record the discounts as reduction in revenue at the date we record the corresponding revenue transaction.
Inducement Offers. These promotions include discounts granted at the time of a current purchase to be applied against a future qualifying purchase. We treat inducement offers as a reduction to revenue based on estimated future redemption rates. We allocate the discount amount at the time of the offer between the current performance obligation and the potential future performance obligations based on our expected relative value of the transactions. We estimate our redemption rates using our historical experience for similar inducement offers.
Concession Offers. These promotions include discounts to be applied against a future purchase to maintain customer satisfaction. Upon issuance, we record these concession offers as a reduction to revenue based on estimated future redemption rates. We estimate our redemption rates using our historical experience for concession offers.
Advertising Expense Advertising ExpenseWe incur advertising expense consisting of offline costs, including television and radio advertising, and online advertising expense to promote our brands. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. We expense the costs of communicating the advertisement (e.g., television airtime) as incurred each time the advertisement is shown.
Stock-Based Compensation
Stock-Based Compensation
We measure and amortize the fair value of restricted stock units (“RSUs”) and stock options as follows:
Restricted Stock Units. RSUs are stock awards that are granted to employees entitling the holder to shares of common stock as the award vests, typically over a four-year period, but may accelerate in certain circumstances. During 2019, we started issuing RSUs as our primary form of stock-based compensation, which vest 25% after one year and then vest quarterly over the following three years. 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. 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, some of which also have market-based vesting conditions. We measure the value of stock options issued or modified, including unvested options assumed in acquisitions, on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option pricing models, for awards that contain market-based vesting conditions. We amortize the fair value, net of actual forfeitures, over the remaining explicit vesting term in the case of service-
based awards and the longer of the derived service period or the explicit service period for awards with market conditions on a straight-line basis. In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount. The majority of our stock options vest over four years.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 using the treasury stock or the as if converted methods, as applicable. For additional information on how we compute earnings per share, see NOTE 12 — Earnings Per Share.
Fair Value Recognition, Measurement and Disclosure
Fair Value Recognition, Measurement and Disclosure
The carrying amounts of cash and cash equivalents and restricted cash and cash equivalents reported on our consolidated balance sheets approximate fair value as we maintain them with various high-quality financial institutions. The accounts receivable are short-term in nature and are generally settled shortly after the sale.
We disclose the fair value of our financial instruments based on the fair value hierarchy using the following three categories:
Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
Certain Risks and Concentrations
Certain Risks and Concentrations
Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines and hotels, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services.
Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of cash and cash equivalents. We maintain some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash and cash equivalents are primarily composed of term deposits as well as bank (both interest and non-interest bearing) account balances denominated in U.S. dollars, Euros, British pound sterling, Canadian dollar, Australian dollar, Japanese yen and Brazilian real.
Contingent Liabilities
Contingent Liabilities
We have a number of regulatory and legal matters outstanding, as discussed further in NOTE 15 — Commitments and Contingencies. Periodically, we review the status of all significant outstanding matters to assess the potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.
Occupancy and Other Taxes
Occupancy and Other Taxes
Some states and localities impose taxes (e.g. transient occupancy, accommodation tax, sales tax, and/or business privilege tax) on the use or occupancy of hotel accommodations or other traveler services. Generally, hotels collect taxes based on the room rate paid to the hotel and remit these taxes to the various tax authorities. When a customer books a room through one of our travel services, we collect a tax recovery charge from the customer which we pay to the hotel. We calculate the tax recovery charge by applying the applicable tax rate supplied to us by the hotels to the amount that the hotel has agreed to receive for the rental of the room by the consumer. In most jurisdictions, we do not collect or remit taxes, nor do we pay taxes to the hotel operator on the portion of the customer payment we retain. Some jurisdictions have questioned our practice in this regard. While the applicable tax provisions vary among the jurisdictions, we generally believe that we are not required to collect and remit such taxes. A limited number of taxing jurisdictions have made similar claims against Vrbo for tax amounts due on the rental amounts charged by owners of alternative accommodations properties or for taxes on Vrbo’s services. Vrbo is an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel 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
Measurement of Credit Losses on Financial Instruments. As of January 1, 2020, we adopted the Accounting Standards Updates (“ASU”) guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities, using the modified retrospective method. The new guidance replaced the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, this new guidance did not have a material impact on our consolidated financial statements and no cumulative-effect adjustment to retained earnings was made.
Cloud Computing Arrangements. As of January 1, 2020, we adopted the new ASU guidance on the accounting for implementation costs incurred for a cloud computing arrangement that is a service contract using the prospective method. The update conformed the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting guidance that provides for capitalization of costs incurred to develop or obtain internal-use-software. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Fair Value Measurements. As of January 1, 2020, we adopted the new ASU guidance related to the disclosure requirements on fair value measurements, which removed, modified or added certain disclosures using the prospective method. The adoption of this new guidance did not have a material impact on our consolidated financial statements.
Guarantor Financial Information. In March 2020, the SEC amended Rule 3-10 of Regulation S-X regarding financial disclosure requirements for registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. This new guidance narrows the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlines the alternative disclosures required in lieu of those statements. We adopted these amendments for the quarter ended March 31, 2020. Accordingly, combined summarized financial information has been presented only for the issuer and guarantors of our senior notes for the most recent fiscal year, and the location of the required disclosures has been removed from the Notes to the Consolidated Financial Statements and moved to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Recent Accounting Policies Not Yet Adopted
Simplifying the Accounting for Income Taxes. In December 2019, the Financial Accounting Standards Board ("FASB") issued new guidance to simplify the accounting for income taxes. This new standard eliminates certain exceptions in current guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. For public business entities, this guidance is effective for interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements.
Investments - equity securities; Investments - Equity Method and Joint Ventures; Derivatives and Hedging. In January 2020, the FASB issued an accounting standards update which clarifies the interaction between the accounting for investments in equity securities, equity method investments and certain derivative instruments. The new standard is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The standards update is effective for
interim or annual periods beginning after December 15, 2020. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements. Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the FASB issued an accounting standards update which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the standard simplifies accounting for convertible instruments by removing major separation models required under current GAAP, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it, and simplifies the diluted earnings per share calculation in certain areas. The standards update is effective for interim or annual periods beginning after December 15, 2021. Early adoption is permitted for fiscal periods beginning after December 15, 2020 but the guidance must be adopted as of the beginning of the fiscal year. We plan to early adopt the guidance effective January 1, 2021 and do not expect the adoption to have a material impact 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.
XML 56 R32.htm IDEA: XBRL DOCUMENT v3.20.4
Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2020
Accounting Policies [Abstract]  
Schedule of Adjustments The following table presents a summary of the amounts as reported and as reclassified in our consolidated statements of operations for the years ended December 31, 2019 and 2018:
Year ended
December 31, 2019		Year ended
December 31, 2018
As reportedAs reclassifiedAs reportedAs reclassified
 (In millions)
Cost of revenue$2,163 $2,077 $1,965 $1,864 
Selling and marketing6,135 6,078 5,767 5,721 
Technology and content1,763 1,226 1,617 1,122 
General and administrative847 815 808 774 
Depreciation and amortization198 910 283 959 
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,
20202019
(in millions)
Cash and cash equivalents$3,363 $3,315 
Restricted cash and cash equivalents772 779 
Restricted cash included within long-term investments and other assets3 3 
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow$4,138 $4,097 
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,
20202019
(in millions)
Cash and cash equivalents$3,363 $3,315 
Restricted cash and cash equivalents772 779 
Restricted cash included within long-term investments and other assets3 3 
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow$4,138 $4,097 
XML 57 R33.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2020
Fair Value Disclosures [Abstract]  
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis
Financial assets measured at fair value on a recurring basis as of December 31, 2020 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2
 (In millions)
Assets
Cash equivalents:
Money market funds$147 $147 $— 
Term deposits49 — 49 
U.S. treasury securities150 150 — 
Investments:
Term deposits24 — 24 
       Marketable equity securities123 123 — 
Total assets$493 $420 $73 
Liabilities
Derivatives:
       Foreign currency forward contracts$14 $— $14 

Financial assets measured at fair value on a recurring basis as of December 31, 2019 are classified using the fair value hierarchy in the table below:
TotalLevel 1Level 2
 (In millions)
Assets
Cash equivalents:
Money market funds$36 $36 $— 
Term deposits865 — 865 
U.S. treasury securities10 10 — 
Investments:
Term deposits526 — 526 
Marketable equity securities129 129 — 
Total assets$1,566 $175 $1,391 
Liabilities
Derivatives:
Foreign currency forward contracts$8 $— $8 
XML 58 R34.htm IDEA: XBRL DOCUMENT v3.20.4
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2020
Property, Plant and Equipment [Abstract]  
Components of Property and Equipment, Net
Our property and equipment consists of the following:
 December 31,
 20202019
 (In millions)
Capitalized software development$3,374 $2,947 
Computer equipment617 643 
Furniture and other equipment128 114 
Buildings and leasehold improvements1,230 688 
Land146 129 
5,495 4,521 
Less: accumulated depreciation(3,289)(2,833)
Projects in progress51 510 
Property and equipment, net$2,257 $2,198 
XML 59 R35.htm IDEA: XBRL DOCUMENT v3.20.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2020
Leases [Abstract]  
Schedule of Cash Flow Information for Operating Leases
Supplemental cash flow information related to leases were as follows:
Year ended
December 31,
20202019
(In millions)
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows for operating lease payments$139 $152 
Right-of-use assets obtained in exchange for lease obligations:
   Operating leases117 183 
Schedule of Supplemental Balance Sheet Information for Operating Leases
Supplemental consolidated balance sheet information related to leases were as follows:
December 31, 2020December 31, 2019
(in millions)
Operating lease right-of-use assets$574 $611 
Current lease liabilities, included within Accrued expenses and other current liabilities$126 $119 
Long-term lease liabilities, included within Operating lease liabilities 513 532 
   Total operating lease liabilities$639 $651 
Weighted average remaining lease term8.8 years8.8 years
Weighted average discount rate3.6 %3.5 %
Schedule of Future Minimum Rental Payments for Operating Leases
Maturities of lease liabilities are as follows:
Operating Leases
(in millions)
Year ending December 31,
2021$147 
2022109 
202382 
202466 
202557 
2026 and thereafter289 
Total lease payments750 
Less: imputed interest(111)
Total$639 
XML 60 R36.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets, Net (Tables)
 12 Months Ended
Dec. 31, 2020
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, 2020 and 2019: 
 December 31,
 20202019
 (In millions)
Goodwill$7,380 $8,127 
Intangible assets with indefinite lives1,183 1,284 
Intangible assets with definite lives, net332 520 
$8,895 $9,931 
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, 2019$7,028 $531 $561 $8,120 
Additions21 — — 21 
Foreign exchange translation and other— (2)(12)(14)
Balance as of December 31, 20197,049 529 549 8,127 
Impairment charges(559)— (240)(799)
Foreign exchange translation and other15 9 28 52 
Balance as of December 31, 2020$6,505 $538 $337 $7,380 
Components of Intangible Assets with Definite Lives The following table presents the components of our intangible assets with definite lives as of December 31, 2020 and 2019:
 December 31, 2020December 31, 2019
 CostAccumulated
Amortization		NetCostAccumulated
Amortization		Net
 (In millions)
Customer relationships$638 $(540)$98 $658 $(499)$159 
Supplier relationships661 (556)105 651 (483)168 
Domain names173 (133)40 183 (109)74 
Other1,075 (986)89 1,092 (973)119 
Total$2,547 $(2,215)$332 $2,584 $(2,064)$520 
Estimated Future Amortization Expense Related to Intangible Assets The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2020, assuming no subsequent impairment of the underlying assets, is as follows, in millions:
2021$102 
202288 
202353 
202449 
202533 
2026 and thereafter7 
Total$332 
XML 61 R37.htm IDEA: XBRL DOCUMENT v3.20.4
Debt (Tables)
 12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Long Term Debt Outstanding
The following table sets forth our outstanding debt:
 December 31,
 20202019
 (In millions)
5.95% senior notes due 2020
$— $749 
2.5% (€650 million) senior notes due 2022
798 725 
3.6% senior notes due 2023
496 — 
4.5% senior notes due 2024
497 497 
6.25% senior notes due 2025
1,972 — 
7.0% senior notes due 2025
740 — 
5.0% senior notes due 2026
744 743 
4.625% senior notes due 2027
743 — 
3.8% senior notes due 2028
993 992 
3.25% senior dues due 2030
1,233 1,232 
Total debt(1)
8,216 4,938 
Current maturities of long-term debt— (749)
Long-term debt, excluding current maturities
$8,216 $4,189 
___________________________________
(1)Net of discounts and debt issuance costs.
XML 62 R38.htm IDEA: XBRL DOCUMENT v3.20.4
Stock-Based Awards and Other Equity Instruments (Tables)
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Summary 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 January 1, 20181,941 $120.19 
Granted1,821 107.37 
Vested(615)118.41 
Cancelled(386)113.55 
Balance as of December 31, 20182,761 113.12 
Granted2,937 121.39 
Vested(952)114.33 
Cancelled(616)117.54 
Balance as of December 31, 20194,130 117.05 
Granted (1)
3,802 94.70 
Vested(1,531)118.99 
Cancelled(1,116)108.88 
Balance as of December 31, 20205,285 101.93 
___________________________________
(1)Includes 0.3 million target level performance share units granted.
Summary 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 January 1, 201815,653 $95.23 
Granted5,342 104.72 
Exercised(2,098)71.36 
Cancelled(1,197)107.26 
Balance as of December 31, 201817,700 100.11 
Granted31 123.31 
Exercised(3,370)85.04 
Cancelled(1,246)111.31 
Balance as of December 31, 201913,115 102.97 
Granted— — 
Exercised(3,225)95.36 
Cancelled(1,194)103.29 
Balance as of December 31, 20208,696 105.75 2.7$238 
Exercisable as of December 31, 20206,043 103.59 2.2177 
Vested and expected to vest after December 31, 20208,696 105.75 2.7238 
Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models The fair value of stock options granted during the year ended December 31, 2018 were estimated at the date of grant using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option-pricing models, assuming the following weighted average assumptions:
2018
Risk-free interest rate2.47 %
Expected volatility32.81 %
Expected life (in years)3.80
Dividend yield1.11 %
Weighted-average estimated fair value of options granted during the year$24.97 
XML 63 R39.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2020
Income Tax Disclosure [Abstract]  
Domestic and Foreign Income (Loss) Before Income Taxes
The following table summarizes our U.S. and foreign income (loss) before income taxes:
 Year Ended December 31,
 202020192018
 (In millions)
U.S.$(2,354)$172 $32 
Foreign(797)603 453 
Total$(3,151)$775 $485 
Components of Income Tax Expense
The following table summarizes our provision for income taxes:
 Year Ended December 31,
 202020192018
  (In millions) 
Current income tax (benefit) expense:
U.S. federal$(31)$76 $186 
State— 20 42 
Foreign96 198 167 
Current income tax expense65 294 395 
Deferred income tax (benefit) expense:
U.S. federal(315)(53)(273)
State(65)(9)(25)
Foreign(108)(29)(10)
Deferred income tax (benefit) expense(488)(91)(308)
Income tax (benefit) expense$(423)$203 $87 
Components of Deferred Tax Assets and Deferred Tax Liabilities
As of December 31, 2020 and 2019, the significant components of our deferred tax assets and deferred tax liabilities were as follows:
 December 31,
 20202019
 (In millions)
Deferred tax assets:
Provision for accrued expenses$91 $100 
Deferred loyalty rewards180 183 
Net operating loss and tax credit carryforwards654 100 
Stock-based compensation70 86 
Property and equipment54 102 
Operating lease liabilities135 136 
Other172 72 
Total deferred tax assets1,356 779 
Less valuation allowance(216)(77)
Net deferred tax assets$1,140 $702 
Deferred tax liabilities:
Goodwill and intangible assets(422)(485)
Operating lease ROU assets(126)(128)
Total deferred tax liabilities$(548)$(613)
Net deferred tax assets$592 $89 
Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations before Income Taxes
A reconciliation of amounts computed by applying the U.S. federal statutory income tax rate to income before income taxes to total income tax expense is as follows:
 Year Ended December 31,
 202020192018
  (In millions) 
Income tax (benefit) expense at the U.S. federal statutory rate of 21%$(662)$163 $102 
Foreign tax rate differential16 40 (42)
U.S. federal research and development credit(24)(25)(23)
Excess tax benefits related to stock-based compensation6 (13)(10)
Unrecognized tax benefits and related interest36 17 23 
Change in valuation allowance139 (3)8 
Return to provision true-ups(20)(12)(7)
trivago stock-based compensation5 7 7 
State taxes(48)22 11 
Non-deductible goodwill impairment170 — 16 
Deferral of capital losses(53)— — 
Global intangible low-taxed income— — 13 
Foreign-derived intangible income— (14)(38)
Other, net12 21 27 
Income tax (benefit) expense$(423)$203 $87 
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:
202020192018
  (In millions) 
Balance, beginning of year$305 $293 $261 
Increases to tax positions related to the current year16 12 24 
Increases to tax positions related to prior years18 5 2 
Decreases to tax positions related to prior years(2)— — 
Reductions due to lapsed statute of limitations(4)(2)(2)
Settlements during current year— (11)— 
Interest and penalties12 8 8 
Balance, end of year$345 $305 $293 
XML 64 R40.htm IDEA: XBRL DOCUMENT v3.20.4
Capital Stock (Tables)
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Share Repurchases Shares repurchased under the authorized programs were as follows:
 Year Ended December 31,
 202020192018
Number of shares repurchased3.4 million5.6 million7.7 million
Average price per share$109.88 $122.72 $117.02 
Total cost of repurchases (in millions)(1)
$370 $683 $903 
___________________________________
(1)Amount excludes transaction costs.
Summary Of Dividends Declared
In 2020, 2019 and 2018, 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
Year ended December 31, 2019:
February 6, 2019$0.32 March 7, 2019$47 March 27, 2019
May 1, 20190.32 May 23, 201948 June 13, 2019
July 24, 20190.34 August 22, 201950 September 12, 2019
November 6, 20190.34 November 19, 201950 December 12, 2019
Year ended December 31, 2018:
February 7, 2018$0.30 March 8, 2018$46 March 28, 2018
April 24, 20180.30 May 24, 201845 June 14, 2018
July 23, 20180.32 August 23, 201847 September 13, 2018
October 19, 20180.32 November 15, 201848 December 6, 2018
XML 65 R41.htm IDEA: XBRL DOCUMENT v3.20.4
Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2020
Earnings Per Share [Abstract]  
Basic and Diluted Earnings (Loss) Per Share
The following table presents our basic and diluted earnings (loss) per share:
 Year Ended December 31,
 202020192018
 (In millions, except share and per share data)
Net income (loss) attributable to Expedia Group, Inc.$(2,612)$565 $406 
Preferred stock dividend(75)— — 
Net income (loss) attributable to Expedia Group, Inc. common stockholders$(2,687)$565 $406 
Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:
Basic$(19.00)$3.84 $2.71 
Diluted(19.00)3.77 2.65 
Weighted average number of shares outstanding (000's):
Basic141,414 147,194 149,961 
Dilutive effect of:
Options to purchase common stock— 1,873 2,317 
Other dilutive securities— 817 611 
Diluted141,414 149,884 152,889 
XML 66 R42.htm IDEA: XBRL DOCUMENT v3.20.4
Other Income (Expense) (Tables)
 12 Months Ended
Dec. 31, 2020
Other Income and Expenses [Abstract]  
Components of Other Income (Expense)
The following table presents the components of other, net:
 For the Year Ended December 31,
 202020192018
 (In millions)
Foreign exchange rate gains (losses), net
$71 $(34)$3 
Gains (losses) on minority equity investments, net(142)8 (111)
Loss on sale of businesses, net(13)— — 
Other(6)12 (2)
Total$(90)$(14)$(110)
XML 67 R43.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Commitments and Obligations The following table presents these commitments and obligations as of December 31, 2020:
  By Period
 TotalLess than
1  year		1 to 3
years		3 to 5
years		More than
5  years
 (In millions)
Purchase obligations$1,042 $551 $452 $39 $— 
Guarantees59 59 — — — 
Letters of credit32 24 5 — 3 
$1,133 $634 $457 $39 $3 
XML 68 R44.htm IDEA: XBRL DOCUMENT v3.20.4
Acquisitions, Other Investments and Divestitures (Tables)
 12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Schedule of Purchase Price Allocation
During 2018, we completed two business combinations. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions:
Goodwill$31 
Intangibles with definite lives (1)
24 
Deferred tax liabilities, net(1)
     Total (2)
$54 
___________________________________
(1)Acquired intangible assets with definite lives had a weighted average useful life of 2.9 years.
(2)Included cash acquired of $1 million
XML 69 R45.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2020
Segment Reporting [Abstract]  
Operating Segment Information
The following tables present our segment information for 2020, 2019 and 2018. 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, 2020
 RetailB2BtrivagoCorporate &
Eliminations		Total
 (In millions)
Third-party revenue$3,993 $942 $205 $59 $5,199 
Intersegment revenue— — 75 (75)— 
Revenue$3,993 $942 $280 $(16)$5,199 
Adjusted EBITDA$254 $(208)$(14)$(400)$(368)
Depreciation(525)(128)(12)(74)(739)
Amortization of intangible assets— — — (154)(154)
Impairment of goodwill— — — (799)(799)
Impairment of intangible assets— — — (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$(329)$(339)$(26)$(2,025)(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)
 Year ended December 31, 2019
 RetailB2BtrivagoCorporate & EliminationsTotal
 (In millions)
Third-party revenue$8,808 $2,579 $622 $58 $12,067 
Intersegment revenue— — 316 (316)— 
Revenue$8,808 $2,579 $938 $(258)$12,067 
Adjusted EBITDA$2,121 $447 $85 $(519)$2,134 
Depreciation(512)(110)(11)(79)(712)
Amortization of intangible assets— — — (198)(198)
Stock-based compensation— — — (241)(241)
Legal reserves, occupancy tax and other— — — (34)(34)
Restructuring and related reorganization charges— — — (24)(24)
Realized (gain) loss on revenue hedges(8)(14)— — (22)
Operating income (loss)$1,601 $323 $74 $(1,095)903 
Other expense, net(128)
Income before income taxes775 
Provision for income taxes(203)
Net income572 
Net income attributable to non-controlling interests(7)
Net income attributable to Expedia Group, Inc.$565 

 Year ended December 31, 2018
 RetailB2BtrivagoCorporate & EliminationsTotal
 (In millions)
Third-party revenue$8,389 $2,143 $691 $— $11,223 
Intersegment revenue— — 393 (393)— 
Revenue$8,389 $2,143 $1,084 $(393)$11,223 
Adjusted EBITDA$2,088 $341 $16 $(475)$1,970 
Depreciation(493)(101)(15)(67)(676)
Amortization of intangible assets— — — (283)(283)
Impairment of goodwill— — — (86)(86)
Impairment of intangible assets— — — (42)(42)
Stock-based compensation— — — (203)(203)
Legal reserves, occupancy tax and other— — — 59 59 
Realized (gain) loss on revenue hedges(5)(20)— — (25)
Operating income (loss)$1,590 $220 $1 $(1,097)714 
Other income, net(229)
Income before income taxes485 
Provision for income taxes(87)
Net income398 
Net loss attributable to non-controlling interests8 
Net income attributable to Expedia Group, Inc.$406 
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, 2020, 2019 and 2018:
Year Ended December 31,
202020192018
(In millions)
Business Model
Merchant$3,261 $6,763 $6,125 
Agency1,267 3,882 3,701 
Advertising, media and other671 1,422 1,397 
Total revenue
$5,199 $12,067 $11,223 
Service Type
Lodging$4,051 $8,362 $7,597 
Air105 869 881 
Advertising and media405 1,104 1,103 
Other(1)
638 1,732 1,642 
Total revenue
$5,199 $12,067 $11,223 
___________________________________

(1)Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material. Other also includes product revenue of $59 million and $58 million during the years ended December 31, 2020 and 2019 related to Bodybuilding.com, which was sold in May 2020.
Schedule of Revenue by Geographic Area
Geographic Information
The following table presents revenue by geographic area, the United States and all other countries, based on the geographic location of our websites or points of sale with the exception of trivago, which has all been allocated to Germany, the location of its corporate headquarters, for the years ended December 31, 2020, 2019 and 2018. 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,
 202020192018
 (In millions)
Revenue
United States$3,511 $6,869 $6,202 
All other countries1,688 5,198 5,021 
$5,199 $12,067 $11,223 
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, 2020 and 2019:
 As of December 31,
 20202019
 (In millions)
Property and equipment, net
United States$2,114 $2,038 
All other countries143 160 
$2,257 $2,198 
XML 70 R46.htm IDEA: XBRL DOCUMENT v3.20.4
Valuation and Qualifying Accounts (Tables)
 12 Months Ended
Dec. 31, 2020
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 due to COVID impacts.
DescriptionBalance at
Beginning of
Period		Charges to
Earnings
Charges to
Other
Accounts(1)
DeductionsBalance at End
of Period
 (In millions)
2020
Allowance for expected credit losses$41 $82 $2 $(24)$101 
Other reserves19 392(2)58 
2019
Allowance for doubtful accounts$34 $25 $(3)$(15)$41 
Other reserves19 19 
2018
Allowance for doubtful accounts$31 $27 $(8)$(16)$34 
Other reserves22 19 
___________________________________
(1)Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications.
XML 71 R47.htm IDEA: XBRL DOCUMENT v3.20.4
Quarterly Financial Information (Unaudited) (Tables)
 12 Months Ended
Dec. 31, 2020
Quarterly Financial Information Disclosure [Abstract]  
Schedule Of Quarterly Financial Information
 Three Months Ended
 December 31September 30June 30March 31
 (In millions, except per share data)
Year ended December 31, 2020
Revenue$920 $1,504 $566 $2,209 
Operating loss(463)(113)(849)(1,294)
Net loss attributable to Expedia Group, Inc common stockholders(412)(221)(753)(1,301)
Basic loss per share(1)
$(2.89)$(1.56)$(5.34)$(9.24)
Diluted loss per share(1)
(2.89)(1.56)(5.34)(9.24)
Year ended December 31, 2019
Revenue$2,747 $3,558 $3,153 $2,609 
Operating income (loss)160 609 265 (131)
Net income (loss) attributable to Expedia Group, Inc. common stockholders76 409 183 (103)
Basic earnings (loss) per share(1)
$0.52 $2.77 $1.23 $(0.69)
Diluted earnings (loss) per share(1)
0.52 2.71 1.21 (0.69)
___________________________________
(1)Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.
XML 72 R48.htm IDEA: XBRL DOCUMENT v3.20.4
Significant Accounting Policies - Reclassifications (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cost of revenue $ 1,680 $ 2,077 $ 1,864
Selling and marketing 2,546 6,078 5,721
Technology and content 1,010 1,226 1,122
General and administrative 597 815 774
Depreciation and amortization $ 893 910 959
As reported      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cost of revenue   2,163 1,965
Selling and marketing   6,135 5,767
Technology and content   1,763 1,617
General and administrative   847 808
Depreciation and amortization   $ 198 $ 283
XML 73 R49.htm IDEA: XBRL DOCUMENT v3.20.4
Significant Accounting Policies - Additional Information (Details)
 12 Months Ended
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2020
EUR (€)
Dec. 31, 2019
EUR (€)
Jun. 30, 2015
EUR (€)
Significant Accounting Policies [Line Items]            
Prepaid merchant bookings $ 389,000,000 $ 226,000,000        
Deferred revenue 172,000,000 321,000,000        
Incremental allowance for expected uncollectible amounts 82,000,000          
Allowance for credit loss, other period increase (decrease) 24,000,000          
Redeemable non-controlling interests 13,000,000 15,000,000        
Advertising expense $ 1,200,000,000 $ 3,500,000,000 $ 3,400,000,000      
RSUs            
Significant Accounting Policies [Line Items]            
Vesting period 4 years          
RSUs | Share-based Payment Arrangement, Tranche One            
Significant Accounting Policies [Line Items]            
Vesting period 1 year 1 year        
Vesting percentage 25.00% 25.00%        
RSUs | Share-based Payment Arrangement, Tranche Two            
Significant Accounting Policies [Line Items]            
Vesting period 3 years 3 years        
Stock Options            
Significant Accounting Policies [Line Items]            
Vesting period 4 years          
2.5% (€650 million) Senior Notes Due 2022            
Significant Accounting Policies [Line Items]            
Senior unsecured notes principal amount $ 650,000,000     € 650 € 650 € 650,000,000
Senior notes, interest rate 2.50% 2.50%   2.50% 2.50% 2.50%
Land Improvements            
Significant Accounting Policies [Line Items]            
Property and equipment, estimated useful lives 15 years          
Buildings            
Significant Accounting Policies [Line Items]            
Property and equipment, estimated useful lives 40 years          
Minimum            
Significant Accounting Policies [Line Items]            
Definite lived intangible assets, estimated useful life 1 year          
Minimum | Performance stock units ("PSUs")            
Significant Accounting Policies [Line Items]            
Vesting period 2 years          
Minimum | Computer Equipment            
Significant Accounting Policies [Line Items]            
Property and equipment, estimated useful lives 3 years          
Minimum | Software Development            
Significant Accounting Policies [Line Items]            
Property and equipment, estimated useful lives 3 years          
Minimum | Furniture and Other Equipment            
Significant Accounting Policies [Line Items]            
Property and equipment, estimated useful lives 3 years          
Maximum            
Significant Accounting Policies [Line Items]            
Definite lived intangible assets, estimated useful life 9 years          
Maximum | Performance stock units ("PSUs")            
Significant Accounting Policies [Line Items]            
Vesting period 3 years          
Maximum | Computer Equipment            
Significant Accounting Policies [Line Items]            
Property and equipment, estimated useful lives 5 years          
Maximum | Software Development            
Significant Accounting Policies [Line Items]            
Property and equipment, estimated useful lives 5 years          
Maximum | Furniture and Other Equipment            
Significant Accounting Policies [Line Items]            
Property and equipment, estimated useful lives 5 years          
Deferred Merchant Bookings            
Significant Accounting Policies [Line Items]            
Deferred merchant bookings liability, current $ 2,300,000,000 $ 4,900,000,000        
Deferred merchant booking liability, decrease due to recognition during period 3,500,000,000          
Contract with customer, liability, revenue recognized 582,000,000          
Deferred Loyalty Rewards            
Significant Accounting Policies [Line Items]            
Deferred merchant bookings liability, current 769,000,000 781,000,000        
Deferred merchant booking liability, decrease due to recognition during period $ 427,000,000          
Deferred Loyalty Rewards | Minimum            
Significant Accounting Policies [Line Items]            
Customer loyalty program, period of recognition 1 year          
Deferred Loyalty Rewards | Maximum            
Significant Accounting Policies [Line Items]            
Customer loyalty program, period of recognition 2 years          
Other Deferred Revenue            
Significant Accounting Policies [Line Items]            
Contract with customer, liability, revenue recognized $ 206,000,000          
Deferred revenue $ 172,000,000 $ 321,000,000        
XML 74 R50.htm IDEA: XBRL DOCUMENT v3.20.4
Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Accounting Policies [Abstract]        
Cash and cash equivalents $ 3,363 $ 3,315    
Restricted cash and cash equivalents 772 779    
Restricted cash included within long-term investments and other assets 3 3    
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow $ 4,138 $ 4,097 $ 2,705 $ 2,917
XML 75 R51.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) - Recurring basis - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets $ 493 $ 1,566
Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Foreign currency forward contracts 14 8
Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 147 36
Term deposits    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 49 865
Investments 24 526
U.S. treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 150 10
Marketable equity securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments 123 129
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 420 175
Level 1 | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Foreign currency forward contracts 0 0
Level 1 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 147 36
Level 1 | Term deposits    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Investments 0 0
Level 1 | U.S. treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 150 10
Level 1 | Marketable equity securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments 123 129
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total assets 73 1,391
Level 2 | Foreign currency forward contracts    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Foreign currency forward contracts 14 8
Level 2 | Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Level 2 | Term deposits    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 49 865
Investments 24 526
Level 2 | U.S. treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Level 2 | Marketable equity securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments $ 0 $ 0
XML 76 R52.htm IDEA: XBRL DOCUMENT v3.20.4
Fair Value Measurements - Additional Information (Details)
 12 Months Ended
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Gain (loss) on investments $ (142,000,000) $ 8,000,000 $ (111,000,000)
Net gains (losses) from foreign currency forward contracts 74,000,000 (8,000,000) 47,000,000
Impairment of goodwill 799,000,000 0 86,000,000
Goodwill 7,380,000,000 8,127,000,000 8,120,000,000
Impairment of intangible assets $ 175,000,000 0 42,000,000
Finite-lived intangible assets, remaining amortization period 8 years    
Investments without readily determinable fair values $ 330,000,000 467,000,000  
Cost upward method investments 2,000,000    
Cost downward method investments $ 105,000,000    
Minimum | Fair Value, Inputs, Level 3 | Measurement Input, Projected Revenues And Royalty Rates      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Intangible assets, indefinite-lived (excluding goodwill), measurement input 0.02    
Maximum | Fair Value, Inputs, Level 3 | Measurement Input, Projected Revenues And Royalty Rates      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Intangible assets, indefinite-lived (excluding goodwill), measurement input 0.08    
Weighted Average | Fair Value, Inputs, Level 3 | Measurement Input, Projected Revenues And Royalty Rates      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Intangible assets, indefinite-lived (excluding goodwill), measurement input 0.07    
Retail      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of goodwill $ 559,000,000   86,000,000
Goodwill 6,505,000,000 7,049,000,000 7,028,000,000
Impairment of intangible assets 175,000,000   42,000,000
Trivago      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of goodwill 240,000,000    
Goodwill 337,000,000 549,000,000 561,000,000
Nonrecurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Finite-lived intangible assets, fair value disclosure     27,000,000
Equity securities, other-than-temporary impairments, gain (loss) (134,000,000) (2,000,000) 33,000,000
Nonrecurring basis | Retail      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of goodwill 559,000,000    
Goodwill 2,300,000,000    
Impairment of intangible assets 175,000,000    
Impairment of definite-lived intangible assets 35,000,000    
Nonrecurring basis | Retail | Other      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of intangible assets 21,000,000    
Nonrecurring basis | Retail | Trade Names      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of indefinite-lived intangible assets 119,000,000    
Nonrecurring basis | Trivago      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of goodwill 240,000,000    
Foreign currency forward contracts      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Notional amount of foreign currency derivatives 1,400,000,000    
Foreign currency forward contracts | Accrued Liabilities [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Foreign currency forward contracts 14,000,000 8,000,000  
Gross forward liability 23,000,000 30,000,000  
Foreign currency forward contracts | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Foreign currency forward contracts 14,000,000 8,000,000  
Despegar.com Corp.      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Gain (loss) on investments $ (6,000,000) $ 10,000,000 $ (145,000,000)
XML 77 R53.htm IDEA: XBRL DOCUMENT v3.20.4
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 5,495 $ 4,521
Less: accumulated depreciation (3,289) (2,833)
Projects in progress 51 510
Property and equipment, net 2,257 2,198
Capitalized software development    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 3,374 2,947
Computer equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 617 643
Furniture and other equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 128 114
Buildings and leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 1,230 688
Land    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 146 $ 129
XML 78 R54.htm IDEA: XBRL DOCUMENT v3.20.4
Property and Equipment, Net - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment [Line Items]      
Capitalized software development costs, net of accumulated amortization $ 898 $ 893  
Amortization of capitalized software development costs 593 556 $ 479
Accounts Payable      
Property, Plant and Equipment [Line Items]      
Acquisition of property and equipment, non-cash investing activity $ 9 $ 34 $ 55
XML 79 R55.htm IDEA: XBRL DOCUMENT v3.20.4
Leases (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Lessee, Lease, Description [Line Items]      
Lessor, operating lease, renewal term 10 years    
Lessor, operating lease, option to terminate 1 year    
Operating lease costs $ 159 $ 170  
Lease rental expense     $ 182
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 17 years    
XML 80 R56.htm IDEA: XBRL DOCUMENT v3.20.4
Leases Supplemental Cash Flow Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
Cash paid for amounts included in the measurement of lease liabilities $ 139 $ 152
Right-of-use assets obtained in exchange for lease obligations $ 117 $ 183
XML 81 R57.htm IDEA: XBRL DOCUMENT v3.20.4
Leases Supplemental Balance Sheet Information (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
Operating lease right-of-use assets $ 574 $ 611
Current lease liabilities, included within Accrued expenses and other current liabilities $ 126 $ 119
Operating lease, liability, current, statement of financial position [Extensible List] us-gaap:AccruedLiabilitiesCurrent us-gaap:AccruedLiabilitiesCurrent
Long-term lease liabilities, included within Operating lease liabilities $ 513 $ 532
Total operating lease liabilities $ 639 $ 651
Weighted average remaining lease term 8 years 9 months 18 days 8 years 9 months 18 days
Weighted average discount rate 3.60% 3.50%
XML 82 R58.htm IDEA: XBRL DOCUMENT v3.20.4
Leases Maturities of lease liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
2021 $ 147  
2022 109  
2023 82  
2024 66  
2025 57  
2026 and thereafter 289  
Total lease payments 750  
Less: imputed interest (111)  
Total operating lease liabilities $ 639 $ 651
XML 83 R59.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill $ 7,380 $ 8,127 $ 8,120
Intangible assets with indefinite lives 1,183 1,284  
Intangible assets with definite lives, net 332 520  
Goodwill and intangible assets $ 8,895 $ 9,931  
XML 84 R60.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Goodwill [Line Items]      
Impairment of goodwill $ 799,000,000 $ 0 $ 86,000,000
Impairment of intangible assets 175,000,000 0 42,000,000
Intangible assets with indefinite lives 1,183,000,000 1,284,000,000  
Accumulated goodwill impairment loss 3,400,000,000    
Amortization of intangible assets 154,000,000 198,000,000 283,000,000
Retail      
Goodwill [Line Items]      
Impairment of goodwill 559,000,000   86,000,000
Impairment of intangible assets 175,000,000   42,000,000
Intangible assets with indefinite lives     $ 42,000,000
Accumulated goodwill impairment loss 3,100,000,000 $ 2,600,000,000  
Retail | Nonrecurring Basis      
Goodwill [Line Items]      
Impairment of goodwill 559,000,000    
Impairment of intangible assets 175,000,000    
Trivago      
Goodwill [Line Items]      
Impairment of goodwill 240,000,000    
Accumulated goodwill impairment loss 240,000,000    
Trivago | Nonrecurring Basis      
Goodwill [Line Items]      
Impairment of goodwill $ 240,000,000    
XML 85 R61.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets, Net - Changes in Goodwill by Reportable Segment (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Goodwill [Line Items]      
Goodwill, Beginning Balance $ 8,127,000,000 $ 8,120,000,000  
Additions   21,000,000  
Impairment charges (799,000,000) 0 $ (86,000,000)
Foreign exchange translation and other 52,000,000 (14,000,000)  
Goodwill, Ending Balance 7,380,000,000 8,127,000,000 8,120,000,000
Retail      
Goodwill [Line Items]      
Goodwill, Beginning Balance 7,049,000,000 7,028,000,000  
Additions   21,000,000  
Impairment charges (559,000,000)   (86,000,000)
Foreign exchange translation and other 15,000,000 0  
Goodwill, Ending Balance 6,505,000,000 7,049,000,000 7,028,000,000
B2B      
Goodwill [Line Items]      
Goodwill, Beginning Balance 529,000,000 531,000,000  
Additions   0  
Impairment charges 0    
Foreign exchange translation and other 9,000,000 (2,000,000)  
Goodwill, Ending Balance 538,000,000 529,000,000 531,000,000
trivago      
Goodwill [Line Items]      
Goodwill, Beginning Balance 549,000,000 561,000,000  
Additions   0  
Impairment charges (240,000,000)    
Foreign exchange translation and other 28,000,000 (12,000,000)  
Goodwill, Ending Balance $ 337,000,000 $ 549,000,000 $ 561,000,000
XML 86 R62.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]    
Cost $ 2,547 $ 2,584
Accumulated Amortization (2,215) (2,064)
Net 332 520
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Cost 638 658
Accumulated Amortization (540) (499)
Net 98 159
Supplier relationships    
Finite-Lived Intangible Assets [Line Items]    
Cost 661 651
Accumulated Amortization (556) (483)
Net 105 168
Domain names    
Finite-Lived Intangible Assets [Line Items]    
Cost 173 183
Accumulated Amortization (133) (109)
Net 40 74
Other    
Finite-Lived Intangible Assets [Line Items]    
Cost 1,075 1,092
Accumulated Amortization (986) (973)
Net $ 89 $ 119
XML 87 R63.htm IDEA: XBRL DOCUMENT v3.20.4
Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2021 $ 102  
2022 88  
2023 53  
2024 49  
2025 33  
2026 and thereafter 7  
Net $ 332 $ 520
XML 88 R64.htm IDEA: XBRL DOCUMENT v3.20.4
Debt - Long Term Debt Outstanding (Details)
Dec. 31, 2020
USD ($)
Dec. 31, 2020
EUR (€)
Aug. 14, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2019
EUR (€)
Jun. 30, 2015
EUR (€)
Debt Instrument [Line Items]            
Total $ 8,216,000,000     $ 4,938,000,000    
Current maturities of long-term debt 0     (749,000,000)    
Long-term debt, excluding current maturities 8,216,000,000     4,189,000,000    
5.95% senior notes due 2020            
Debt Instrument [Line Items]            
Total $ 0     $ 749,000,000    
Senior notes, interest rate 5.95% 5.95% 5.95% 5.95% 5.95%  
Senior unsecured notes principal amount     $ 750,000,000      
2.5% (€650 million) senior notes due 2022            
Debt Instrument [Line Items]            
Total $ 798,000,000     $ 725,000,000    
Senior notes, interest rate 2.50% 2.50%   2.50% 2.50% 2.50%
Senior unsecured notes principal amount $ 650,000,000 € 650     € 650 € 650,000,000
3.6% senior notes due 2023            
Debt Instrument [Line Items]            
Total $ 496,000,000     $ 0    
Senior notes, interest rate 3.60% 3.60%   3.60% 3.60%  
4.5% senior notes due 2024            
Debt Instrument [Line Items]            
Total $ 497,000,000     $ 497,000,000    
Senior notes, interest rate 4.50% 4.50%   4.50% 4.50%  
Senior unsecured notes principal amount $ 500,000,000          
6.25% senior notes due 2025            
Debt Instrument [Line Items]            
Total $ 1,972,000,000     $ 0    
Senior notes, interest rate 6.25% 6.25%   6.25% 6.25%  
7.0% senior notes due 2025            
Debt Instrument [Line Items]            
Total $ 740,000,000     $ 0    
Senior notes, interest rate 7.00% 7.00%   7.00% 7.00%  
5.0% senior notes due 2026            
Debt Instrument [Line Items]            
Total $ 744,000,000     $ 743,000,000    
Senior notes, interest rate 5.00% 5.00%   5.00% 5.00%  
Senior unsecured notes principal amount $ 750,000,000          
4.625% senior notes due 2027            
Debt Instrument [Line Items]            
Total $ 743,000,000     $ 0    
Senior notes, interest rate 4.625% 4.625%   4.625% 4.625%  
3.8% senior notes due 2028            
Debt Instrument [Line Items]            
Total $ 993,000,000     $ 992,000,000    
Senior notes, interest rate 3.80% 3.80%   3.80% 3.80%  
Senior unsecured notes principal amount $ 1,000,000,000          
3.25% senior dues due 2030            
Debt Instrument [Line Items]            
Total $ 1,233,000,000     $ 1,232,000,000    
Senior notes, interest rate 3.25% 3.25%   3.25% 3.25%  
Senior unsecured notes principal amount $ 1,250,000,000          
XML 89 R65.htm IDEA: XBRL DOCUMENT v3.20.4
Debt - Additional Information (Details)
 1 Months Ended 12 Months Ended
Aug. 05, 2020
May 05, 2020
USD ($)
May 04, 2020
Dec. 31, 2020
USD ($)
Aug. 31, 2020
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2020
EUR (€)
Aug. 14, 2020
USD ($)
Jul. 14, 2020
USD ($)
Mar. 18, 2020
USD ($)
Dec. 31, 2019
EUR (€)
Jun. 30, 2015
EUR (€)
Debt Instrument [Line Items]                            
Revolving credit facility repayments           $ 2,672,000,000 $ 0 $ 0            
Revolving Credit Facility                            
Debt Instrument [Line Items]                            
Credit facility             2,000,000,000              
Credit facility borrowings outstanding             0         $ 1,900,000,000    
Letter of Credit                            
Debt Instrument [Line Items]                            
Letters of credit issued under the credit facility       $ 13,000,000   13,000,000 16,000,000              
Uncommitted credit facility                            
Debt Instrument [Line Items]                            
Credit facility borrowings outstanding       0   0 0              
Uncommitted credit facility | international subsidiary                            
Debt Instrument [Line Items]                            
Credit facility | €                 € 50,000,000          
Senior notes                            
Debt Instrument [Line Items]                            
Accrued interest related to senior notes       110,000,000   110,000,000 76,000,000              
Fair value of senior notes       $ 9,100,000,000   $ 9,100,000,000 $ 5,100,000,000              
Senior notes | Upon the occurrence of certain change of control triggering events                            
Debt Instrument [Line Items]                            
Debt instrument redemption price percentage           101.00%                
5.95% senior notes due 2020                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount                   $ 750,000,000        
Senior notes, interest rate       5.95%   5.95% 5.95%   5.95% 5.95%     5.95%  
3.6% senior notes due 2023                            
Debt Instrument [Line Items]                            
Senior notes, interest rate       3.60%   3.60% 3.60%   3.60%       3.60%  
3.6% senior notes due 2023 | Unsecured senior notes                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount                     $ 500,000,000      
Senior notes, interest rate                     3.60%      
Senior notes issued price percentage                     99.922%      
Additional interest if certain obligations are not satisfied       0.0025   0.0025     0.0025          
4.625% senior notes due 2027                            
Debt Instrument [Line Items]                            
Senior notes, interest rate       4.625%   4.625% 4.625%   4.625%       4.625%  
4.625% senior notes due 2027 | Unsecured senior notes                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount                     $ 750,000,000      
Senior notes, interest rate                     4.625%      
Senior notes issued price percentage                     99.997%      
Additional interest if certain obligations are not satisfied       0.0025   0.0025     0.0025          
6.25% senior notes due 2025                            
Debt Instrument [Line Items]                            
Senior notes, interest rate       6.25%   6.25% 6.25%   6.25%       6.25%  
6.25% senior notes due 2025 | Unsecured senior notes                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount   $ 2,000,000,000                        
Senior notes, interest rate   6.25%                        
Debt instrument redemption price percentage   100.00%                        
7.0% senior notes due 2025                            
Debt Instrument [Line Items]                            
Senior notes, interest rate       7.00%   7.00% 7.00%   7.00%       7.00%  
7.0% senior notes due 2025 | Unsecured senior notes                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount   $ 750,000,000                        
Senior notes, interest rate   7.00%                        
Debt instrument redemption price percentage   100.00%                        
7.0% senior notes due 2025 | Unsecured senior notes | Maximum                            
Debt Instrument [Line Items]                            
Percentage of principal amount redeemed   40.00%                        
2.5% (€650 million) senior notes due 2022                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount       $ 650,000,000   $ 650,000,000     € 650       € 650 € 650,000,000
Senior notes, interest rate       2.50%   2.50% 2.50%   2.50%       2.50% 2.50%
Senior notes issued price percentage       99.525%   99.525%     99.525%          
Debt instrument redemption price percentage           100.00%                
4.5% senior notes due 2024                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount       $ 500,000,000   $ 500,000,000                
Senior notes, interest rate       4.50%   4.50% 4.50%   4.50%       4.50%  
Senior notes issued price percentage       99.444%   99.444%     99.444%          
Debt instrument redemption price percentage           100.00%                
5.0% senior notes due 2026                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount       $ 750,000,000   $ 750,000,000                
Senior notes, interest rate       5.00%   5.00% 5.00%   5.00%       5.00%  
Senior notes issued price percentage       99.535%   99.535%     99.535%          
Debt instrument redemption price percentage           100.00%                
3.8% senior notes due 2028                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount       $ 1,000,000,000   $ 1,000,000,000                
Senior notes, interest rate       3.80%   3.80% 3.80%   3.80%       3.80%  
Senior notes issued price percentage       99.747%   99.747%     99.747%          
Debt instrument redemption price percentage           100.00%                
3.25% senior dues due 2030                            
Debt Instrument [Line Items]                            
Senior unsecured notes principal amount       $ 1,250,000,000   $ 1,250,000,000                
Senior notes, interest rate       3.25%   3.25% 3.25%   3.25%       3.25%  
Senior notes issued price percentage       99.225%   99.225%     99.225%          
Debt instrument redemption price percentage           100.00%                
Amended credit facility maturing on may 31, 2023                            
Debt Instrument [Line Items]                            
Credit facility       $ 2,000,000,000   $ 2,000,000,000                
Commitment fee on undrawn amounts     2.25%                      
Amended credit facility maturing on may 31, 2023 | Line of Credit                            
Debt Instrument [Line Items]                            
Revolving credit facility repayments       650,000,000 $ 478,000,000                  
Amended credit facility maturing on may 31, 2023 | Upon the occurrence of certain change of control triggering events                            
Debt Instrument [Line Items]                            
Debt instrument, covenant, leverage ratio, maximum     5.00                      
Amended credit facility maturing on may 31, 2023 | Debt instrument, redemption, period two | Base rate                            
Debt Instrument [Line Items]                            
Commitment fee on undrawn amounts     1.25%                      
Amended credit facility maturing on may 31, 2023 | Minimum | Debt instrument, redemption, period two                            
Debt Instrument [Line Items]                            
Senior notes, interest rate     1.00%                      
Amended credit facility maturing on may 31, 2023 | Minimum | Debt instrument, redemption, period three | Base rate                            
Debt Instrument [Line Items]                            
Senior notes, interest rate     0.00%                      
Amended credit facility maturing on may 31, 2023 | Maximum | Debt instrument, redemption, period two                            
Debt Instrument [Line Items]                            
Senior notes, interest rate     1.75%                      
Amended credit facility maturing on may 31, 2023 | Maximum | Debt instrument, redemption, period three | Base rate                            
Debt Instrument [Line Items]                            
Senior notes, interest rate     0.75%                      
Foreign credit facility                            
Debt Instrument [Line Items]                            
Additional borrowing capacity       855,000,000   855,000,000                
Revolving credit facility repayments           772,000,000                
Credit facility borrowings outstanding       $ 0   $ 0                
Foreign credit facility | Eurodollar                            
Debt Instrument [Line Items]                            
Basis points added to LIBOR rate 2.50%                          
Foreign credit facility | Line of Credit                            
Debt Instrument [Line Items]                            
Revolving credit facility repayments         $ 772,000,000                  
Foreign credit facility | Upon the occurrence of certain change of control triggering events                            
Debt Instrument [Line Items]                            
Debt instrument, covenant, leverage ratio, maximum 5.00                          
Foreign credit facility | Debt instrument, redemption, period two | Base rate                            
Debt Instrument [Line Items]                            
Commitment fee on undrawn amounts 1.50%                          
Foreign credit facility | Minimum | Debt instrument, redemption, period two                            
Debt Instrument [Line Items]                            
Senior notes, interest rate 1.25%                          
Foreign credit facility | Minimum | Debt instrument, redemption, period three | Base rate                            
Debt Instrument [Line Items]                            
Senior notes, interest rate 0.25%                          
Foreign credit facility | Maximum | Debt instrument, redemption, period two                            
Debt Instrument [Line Items]                            
Senior notes, interest rate 2.00%                          
Foreign credit facility | Maximum | Debt instrument, redemption, period three | Base rate                            
Debt Instrument [Line Items]                            
Senior notes, interest rate 1.00%                          
XML 90 R66.htm IDEA: XBRL DOCUMENT v3.20.4
Employee Benefit Plans - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Postemployment Benefits [Abstract]      
Percentage of employees contributions maximum 50.00%    
Employer matching contribution per each dollar a participant contributes $ 0.50    
Percentage of company matches of employees contributions maximum 3.00%    
Employee vesting period 2 years    
Employer contributions for benefit plans $ 63,000,000 $ 81,000,000 $ 70,000,000
XML 91 R67.htm IDEA: XBRL DOCUMENT v3.20.4
Stock-Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Aug. 01, 2020
Jul. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Common stock reserved for new stock-based awards, shares 14,000,000        
Market value of shares vested in period $ 172 $ 117 $ 68    
Stock-based compensation 205 241 203    
Stock-based compensation tax benefit 44 55 39    
Capitalized stock-based compensation expense 36 30 24    
Cash received from stock-based award exercises 301 284      
Income tax benefit associated with employees exercise of stock-based awards 1 $ 60 $ 34    
Unrecognized stock-based compensation expense $ 462        
Unrecognized stock-based compensation expense expected recognition period 2 years 5 months 19 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% 10.00%
Employee stock purchase plan, shares purchased 212,000 171,000 170,000    
Employee stock ownership plan, average purchase price of shares purchased $ 84.89 $ 99.41 $ 101.26    
Shares of our common stock reserved for issuance 400,000        
RSUs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period 4 years        
RSUs | Share-based Payment Arrangement, Tranche One          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting percentage 25.00% 25.00%      
Vesting period 1 year 1 year      
RSUs | Share-based Payment Arrangement, Tranche Two          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period 3 years 3 years      
Stock Options          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Vesting period 4 years        
Stock price, as of year end (in dollars per share) $ 132.40        
Total intrinsic value of stock options exercised, value $ 74 $ 145 $ 107    
Granted (in shares) 0 31,000 5,342,000    
XML 92 R68.htm IDEA: XBRL DOCUMENT v3.20.4
Stock-Based Awards and Other Equity Instruments - Summary of Restricted Stock Units Activity (Details) - RSUs - $ / shares
shares in Thousands
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
RSUs      
Beginning balance (in shares) 4,130 2,761 1,941
Granted (in shares) 3,802 2,937 1,821
Vested (in shares) (1,531) (952) (615)
Cancelled (in shares) (1,116) (616) (386)
Ending balance (in shares) 5,285 4,130 2,761
Weighted Average Grant-Date Fair Value      
Beginning balance (in dollars per share) $ 117.05 $ 113.12 $ 120.19
Granted (in dollars per share) 94.70 121.39 107.37
Vested (in dollars per share) 118.99 114.33 118.41
Cancelled (in dollars per share) 108.88 117.54 113.55
Ending balance (in dollars per share) $ 101.93 $ 117.05 $ 113.12
Target level performance share units granted (in shares) 300    
XML 93 R69.htm IDEA: XBRL DOCUMENT v3.20.4
Stock-Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) - Stock Options - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Options      
Beginning balance (in shares) 13,115,000 17,700,000 15,653,000
Granted (in shares) 0 31,000 5,342,000
Exercised (in shares) (3,225,000) (3,370,000) (2,098,000)
Cancelled (in shares) (1,194,000) (1,246,000) (1,197,000)
Ending balance (in shares) 8,696,000 13,115,000 17,700,000
Exercisable as of December 31, 2019 (in shares) 6,043,000    
Vested and expected to vest after December 31, 2019 (in shares) 8,696,000    
Weighted Average Exercise Price      
Beginning balance (in dollars per share) $ 102.97 $ 100.11 $ 95.23
Granted (in dollars per share) 0 123.31 104.72
Exercised (in dollars per share) 95.36 85.04 71.36
Cancelled (in dollars per share) 103.29 111.31 107.26
Ending balance (in dollars per share) 105.75 $ 102.97 $ 100.11
Exercisable as of December 31, 2019 (in dollars per share) 103.59    
Vested and expected to vest after December 31, 2019 (in dollars per share) $ 105.75    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]      
Remaining Contractual Life (In years), Balance as of December 31, 2019 2 years 8 months 12 days    
Remaining Contractual Life (In years), Exercisable as of December 31, 2019 2 years 2 months 12 days    
Remaining Contractual Life (In years), Vested and expected to vest after December 31, 2019 2 years 8 months 12 days    
Aggregate intrinsic value, Balance as of December 31, 2019 $ 238    
Aggregate intrinsic value, Exercisable as of December 31, 2019 177    
Aggregate intrinsic value, Vested and expected to vest after December 31, 2019 $ 238    
XML 94 R70.htm IDEA: XBRL DOCUMENT v3.20.4
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, 2018
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Risk-free interest rate 2.47%
Expected volatility 32.81%
Expected life (in years) 3 years 9 months 18 days
Dividend yield 1.11%
Weighted-average estimated fair value of options granted during the year (in dollars per share) $ 24.97
XML 95 R71.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Domestic and Foreign Income Loss Before Income Taxes (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
U.S. $ (2,354) $ 172 $ 32
Foreign (797) 603 453
Income (loss) before income taxes $ (3,151) $ 775 $ 485
XML 96 R72.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Current income tax (benefit) expense:      
U.S. federal $ (31) $ 76 $ 186
State 0 20 42
Foreign 96 198 167
Current income tax expense 65 294 395
Deferred income tax (benefit) expense:      
U.S. federal (315) (53) (273)
State (65) (9) (25)
Foreign (108) (29) (10)
Deferred income tax (benefit) expense (488) (91) (308)
Income tax (benefit) expense $ (423) $ 203 $ 87
XML 97 R73.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Taxes [Line Items]        
Reduction in current income tax payable attributable to stock-based compensation $ 1 $ 60 $ 34  
Valuation allowance 216 77    
Increase (decrease) in NOL valuation allowance 139      
Undistributed earnings of foreign subsidiaries 85      
Unrecognized tax benefits 345 305 293 $ 261
Unrecognized tax benefits that would impact effective tax rate 219 188 180  
Uncertain tax positions, interest and penalties 49 37    
Interest and penalties 12 $ 8 $ 8  
Federal        
Income Taxes [Line Items]        
Net operating loss carryforwards 1,800      
Indefinitely carried forward net operating loss carryforwards 1,800      
Net operating loss carryforwards subject to expiration 20      
Unrecognized deferred tax liability related to the U.S. federal income tax consequences of undistributed earnings of foreign subsidiaries 22      
State        
Income Taxes [Line Items]        
Net operating loss carryforwards 733      
Indefinitely carried forward net operating loss carryforwards 110      
Net operating loss carryforwards subject to expiration 623      
Foreign        
Income Taxes [Line Items]        
Net operating loss carryforwards 1,400      
Indefinitely carried forward net operating loss carryforwards 272      
Net operating loss carryforwards subject to expiration 1,100      
IRS        
Income Taxes [Line Items]        
Increase in prior years taxable revenue due to tax examination 696      
Additional federal tax expense due to tax examination $ 244      
XML 98 R74.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets:    
Provision for accrued expenses $ 91 $ 100
Deferred loyalty rewards 180 183
Net operating loss and tax credit carryforwards 654 100
Stock-based compensation 70 86
Property and equipment 54 102
Operating lease liabilities 135 136
Other 172 72
Total deferred tax assets 1,356 779
Less valuation allowance (216) (77)
Net deferred tax assets 1,140 702
Deferred tax liabilities:    
Goodwill and intangible assets (422) (485)
Operating lease ROU assets (126) (128)
Total deferred tax liabilities (548) (613)
Net deferred tax assets $ 592 $ 89
XML 99 R75.htm IDEA: XBRL DOCUMENT v3.20.4
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, 2020
Dec. 31, 2019
Dec. 31, 2018
Income Tax Disclosure [Abstract]      
Income tax (benefit) expense at the U.S. federal statutory rate of 21% $ (662) $ 163 $ 102
Foreign tax rate differential 16 40 (42)
U.S. federal research and development credit (24) (25) (23)
Excess tax benefits related to stock-based compensation 6 (13) (10)
Unrecognized tax benefits and related interest 36 17 23
Change in valuation allowance 139 (3) 8
Return to provision true-ups (20) (12) (7)
trivago stock-based compensation 5 7 7
State taxes (48) 22 11
Non-deductible goodwill impairment 170 0 16
Deferral of capital losses (53) 0 0
Global intangible low-taxed income 0 0 13
Foreign-derived intangible income 0 (14) (38)
Other, net 12 21 27
Income tax (benefit) expense $ (423) $ 203 $ 87
XML 100 R76.htm IDEA: XBRL DOCUMENT v3.20.4
Income Taxes - Uncertain Tax Positions (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Beginning balance $ 305 $ 293 $ 261
Increases to tax positions related to the current year 16 12 24
Increases to tax positions related to prior years 18 5 2
Decreases to tax positions related to prior years (2) 0 0
Reductions due to lapsed statute of limitations (4) (2) (2)
Settlements during current year 0 (11) 0
Interest and penalties 12 8 8
Ending balance $ 345 $ 305 $ 293
XML 101 R77.htm IDEA: XBRL DOCUMENT v3.20.4
Capital Stock - Additional Information (Details)
$ / shares in Units, $ in Millions
 12 Months Ended
May 05, 2020
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
vote
$ / shares
shares
May 06, 2020
Dec. 31, 2019
USD ($)
$ / shares
shares
Jul. 26, 2019
Dec. 31, 2018
shares
Dec. 30, 2018
shares
Dec. 31, 2015
shares
Dec. 31, 2012
shares
Dec. 31, 2010
shares
Dec. 31, 2006
shares
Class of Stock [Line Items]                      
Closing fees, paid | $ $ 12                    
Common stock, voting power percentage       50.00% 50.00%            
Common stock warrants, net of issuance costs | $   $ 110                  
Preferred stock dividends | $   $ 75                  
Payment of preferred dividends (in dollars per share) | $ / shares   $ 62.47                  
Treasury stock (in shares)   130,767,000   126,893,000              
Authorized share repurchase (in shares)   105,000,000         15,000,000 10,000,000      
Shares authorized and remaining under the repurchase program (in shares)   23,300,000                  
Board of Directors Chairman                      
Class of Stock [Line Items]                      
Authorized share repurchase (in shares)       20,000,000         20,000,000 20,000,000 20,000,000
AP Fort Holdings, L.P.                      
Class of Stock [Line Items]                      
Proceeds from issuance of private placement | $ 588                    
Silver Lake Group, LLC                      
Class of Stock [Line Items]                      
Proceeds from issuance of private placement | $ $ 588                    
Class B Common Stock                      
Class of Stock [Line Items]                      
Common stock, shares authorized (in shares)   400,000,000                  
Common stock, par value (in dollars per share) | $ / shares   $ 0.0001                  
Number of voting rights to each shareholder, per share | vote   10                  
Treasury stock (in shares)   7,300,000   7,300,000              
Series A Preferred Stock                      
Class of Stock [Line Items]                      
Preferred stock, par value (in dollars per share) | $ / shares   $ 0.001                  
Common stock, voting power percentage 50.00%   20.00%                
Preferred stock, dividend rate, percentage 9.50%                    
Preferred stock, liquidation preference, percent 105.00%                    
Preferred stock, liquidation preference (in dollars per share) | $ / shares $ 1,000                    
Preferred stock | $   $ 1,022                
Initial discount and issuance costs related to preferred stock | $   68                  
Preferred stock dividends | $   $ 75                  
Series A Preferred Stock | Debt Instrument, Redemption, Period One                      
Class of Stock [Line Items]                      
Preferred stock, liquidation preference, percent 103.00%                    
Series A Preferred Stock | Debt Instrument, Redemption, Period Two                      
Class of Stock [Line Items]                      
Preferred stock, liquidation preference, percent 102.00%                    
Series A Preferred Stock | Debt Instrument, Redemption, Period Three                      
Class of Stock [Line Items]                      
Preferred stock, liquidation preference, percent 101.00%                    
Series A Preferred Stock | Fifth, Sixth And Seventh Anniversaries                      
Class of Stock [Line Items]                      
Preferred stock, increase in dividend rate, percentage 1.00%                    
Series A Preferred Stock | Eighth And Ninth Anniversaries                      
Class of Stock [Line Items]                      
Preferred stock, increase in dividend rate, percentage 1.50%                    
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]                      
Common stock, voting power percentage 50.00%                    
Class of warrant or right, expiration period 10 years                    
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 | $ / shares $ 72.00                    
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 | $ / shares $ 72.00                    
Common Stock                      
Class of Stock [Line Items]                      
Treasury stock (in shares)   123,500,000   119,600,000              
Shares, outstanding           97,200,000          
Common Stock                      
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              
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%                  
Additional Paid-in Capital                      
Class of Stock [Line Items]                      
Common stock warrants, net of issuance costs | $   $ 110                  
Preferred stock dividends | $   $ 75                  
XML 102 R78.htm IDEA: XBRL DOCUMENT v3.20.4
Capital Stock - Shares Repurchased (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Equity [Abstract]      
Number of shares repurchased (in shares) 3,400,000 5,600,000 7,700,000
Average price per share (in dollars per share) $ 109.88 $ 122.72 $ 117.02
Total cost of repurchases $ 370 $ 683 $ 903
XML 103 R79.htm IDEA: XBRL DOCUMENT v3.20.4
Capital Stock - Summary of Dividends Declared (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
February 13, 2020      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share) $ 0.34    
Payment of dividends to stockholders $ 48    
February 6, 2019      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share)   $ 0.32  
Payment of dividends to stockholders   $ 47  
May 1, 2019      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share)   $ 0.32  
Payment of dividends to stockholders   $ 48  
July 24, 2019      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share)   $ 0.34  
Payment of dividends to stockholders   $ 50  
November 6, 2019      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share)   $ 0.34  
Payment of dividends to stockholders   $ 50  
February 7, 2018      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share)     $ 0.30
Payment of dividends to stockholders     $ 46
April 24, 2018      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share)     $ 0.30
Payment of dividends to stockholders     $ 45
July 23, 2018      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share)     $ 0.32
Payment of dividends to stockholders     $ 47
October 19, 2018      
Dividends Payable [Line Items]      
Dividend per share (in dollars per share)     $ 0.32
Payment of dividends to stockholders     $ 48
XML 104 R80.htm IDEA: XBRL DOCUMENT v3.20.4
Capital Stock - Accumulated Other Comprehensive Loss (Details) - 2.5% (€650 million) Senior Notes Due 2022 - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Jun. 30, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Foreign currency translation gains (losses), net of tax $ (69) $ (15)  
Foreign currency translation gains (losses), before tax $ (90) $ (19)  
Senior notes, interest rate 2.50% 2.50% 2.50%
XML 105 R81.htm IDEA: XBRL DOCUMENT v3.20.4
Capital Stock - Effects of Changes in Noncontrolling Interest (Details) - USD ($)
$ in Millions
 1 Months Ended
Aug. 31, 2018
Dec. 31, 2020
Dec. 31, 2019
Air Asia      
Noncontrolling Interest [Line Items]      
Equity interests held prior to acquisition 75.00%    
Cash consideration $ 62    
Trivago      
Noncontrolling Interest [Line Items]      
Ownership interest percentage   59.00% 59.30%
AAE Travel Pte. Ltd.      
Noncontrolling Interest [Line Items]      
Ownership interest percentage 25.00%    
XML 106 R82.htm IDEA: XBRL DOCUMENT v3.20.4
Earnings Per Share - Basic and Diluted earnings per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Earnings Per Share [Abstract]                      
Net income (loss) attributable to Expedia Group, Inc.                 $ (2,612) $ 565 $ 406
Preferred stock dividend                 (75) 0 0
Net income (loss) attributable to Expedia Group, Inc. common stockholders $ (412) $ (221) $ (753) $ (1,301) $ 76 $ 409 $ 183 $ (103) $ (2,687) $ 565 $ 406
Basic (in dollars per share) $ (2.89) $ (1.56) $ (5.34) $ (9.24) $ 0.52 $ 2.77 $ 1.23 $ (0.69) $ (19.00) $ 3.84 $ 2.71
Diluted (in dollars per share) $ (2.89) $ (1.56) $ (5.34) $ (9.24) $ 0.52 $ 2.71 $ 1.21 $ (0.69) $ (19.00) $ 3.77 $ 2.65
Weighted average number of shares outstanding (000's):                      
Basic (in shares)                 141,414 147,194 149,961
Dilutive effect of:                      
Options to purchase common stock (in shares)                 0 1,873 2,317
Other dilutive securities (in shares)                 0 817 611
Diluted (in shares)                 141,414 149,884 152,889
XML 107 R83.htm IDEA: XBRL DOCUMENT v3.20.4
Earnings Per Share - Additional Information (Details) - shares
shares in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Earnings Per Share [Abstract]      
Outstanding stock awards excluded from calculation of diluted earnings per share 22 7 9
XML 108 R84.htm IDEA: XBRL DOCUMENT v3.20.4
Restructuring and Related Reorganization Charges - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Restructuring and Related Activities [Abstract]      
Restructuring and related reorganization changes $ 231,000,000 $ 24,000,000 $ 0
Restructuring and related cost, expected cost $ 60,000,000    
XML 109 R85.htm IDEA: XBRL DOCUMENT v3.20.4
Restructuring and Related Reorganization Charges - Summary of the Restructuring and Related Reorganization Activity (Details) - USD ($)
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Restructuring Reserve [Roll Forward]      
Accrued liability as of January 1, 2020 $ 17,000,000    
Charges 231,000,000 $ 24,000,000 $ 0
Payments (137,000,000)    
Non-cash items (8,000,000)    
Accrued liability as of December 31, 2020 103,000,000 17,000,000  
Employee Severance and Benefits      
Restructuring Reserve [Roll Forward]      
Accrued liability as of January 1, 2020 11,000,000    
Charges 205,000,000    
Payments (120,000,000)    
Non-cash items 7,000,000    
Accrued liability as of December 31, 2020 103,000,000 11,000,000  
Other      
Restructuring Reserve [Roll Forward]      
Accrued liability as of January 1, 2020 6,000,000    
Charges 26,000,000    
Payments (17,000,000)    
Non-cash items (15,000,000)    
Accrued liability as of December 31, 2020 $ 0 $ 6,000,000  
XML 110 R86.htm IDEA: XBRL DOCUMENT v3.20.4
Other Income Expense (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Other Income and Expenses [Abstract]      
Foreign exchange rate gains (losses), net $ 71 $ (34) $ 3
Gains (losses) on minority equity investments, net (142) 8 (111)
Loss on sale of businesses, net (13) 0 0
Other (6) 12 (2)
Total $ (90) $ (14) $ (110)
XML 111 R87.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Schedule of Commitments and Obligations (Details)
$ in Millions
Dec. 31, 2020
USD ($)
Purchase obligations  
Total $ 1,042
Less than 1  year 551
1 to 3 years 452
3 to 5 years 39
More than 5  years 0
Guarantees  
Total 59
Less than 1  year 59
1 to 3 years 0
3 to 5 years 0
More than 5  years 0
Letters of credit  
Total 1,133
Less than 1  year 634
1 to 3 years 457
3 to 5 years 39
More than 5  years 3
Letters of Credit  
Letters of credit  
Total 32
Less than 1  year 24
1 to 3 years 5
3 to 5 years 0
More than 5  years $ 3
XML 112 R88.htm IDEA: XBRL DOCUMENT v3.20.4
Commitments and Contingencies - Additional Information (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2020
USD ($)
numberOfLawsuit
Dec. 31, 2018
USD ($)
Dec. 31, 2019
USD ($)
Loss Contingencies [Line Items]      
Reserve for legal contingencies | $ $ 58   $ 48
City of San Francisco      
Loss Contingencies [Line Items]      
Occupancy and other tax assessment refund received | $   $ 78  
Occupancy and other tax assessment refund received, interest | $   $ 19  
Litigation Relating to Occupancy Tax      
Loss Contingencies [Line Items]      
Number of lawsuits filed by cities, counties and states involving hotel occupancy taxes 101    
Number of lawsuits currently active 9    
Number of lawsuits dismissed to date 48    
Dismissal based in finding not subject to tax 34    
XML 113 R89.htm IDEA: XBRL DOCUMENT v3.20.4
Acquisitions, Other Investments and Divestitures - Summary of Fair Value of Assets Acquired and Liabilities Assumed in Conjunction with Acquisition (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]      
Goodwill $ 7,380 $ 8,127 $ 8,120
Travel Related Companies      
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]      
Goodwill     31
Intangible assets with definite lives     24
Deferred tax liabilities, net     (1)
Total     $ 54
XML 114 R90.htm IDEA: XBRL DOCUMENT v3.20.4
Acquisitions, Other Investments and Divestitures - Additional Information (Details)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2020
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Business
Jul. 27, 2017
USD ($)
Business Acquisition [Line Items]          
Number of business combinations | Business       2  
Weighted average life of acquired intangible assets       2 years 10 months 24 days  
Business acquisition, cash acquired       $ 1  
Investments without readily determinable fair values $ 330 $ 330 $ 467    
Loss on sale of businesses, net   (13) 0 0  
Accounts payable, merchant 602 602 $ 1,921    
Disposal Group, Held-for-sale, Not Discontinued Operations          
Business Acquisition [Line Items]          
Loss on sale of businesses, net (13)        
Disposal group, including discontinued operation, assets 21 21      
Cash and cash equivalents 5 5      
Held-for-sale assets, accounts receivable 2 2      
Held-for-sale assets, prepaid expenses and other current assets 12 12      
Held-for-sale liabilities 53 53      
Accounts payable, merchant 8 8      
Held-for-sale liabilities, accrued expenses and other current liabilities 5 5      
Deferred merchant bookings liability, current $ 38 $ 38      
Traveloka Holding Limited          
Business Acquisition [Line Items]          
Investments without readily determinable fair values       $ 70 $ 350
XML 115 R91.htm IDEA: XBRL DOCUMENT v3.20.4
Liberty Expedia Holdings Transaction (Details) - USD ($)
shares in Millions
 12 Months Ended
Jul. 26, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Aug. 26, 2019
Asset Acquisition [Line Items]          
Long-term debt   $ 8,216,000,000 $ 4,938,000,000    
Share repurchase consideration   370,000,000 683,000,000 $ 904,000,000  
Business combination, recognized identifiable assets acquired and liabilities assumed, cash       1,000,000  
Goodwill   $ 7,380,000,000 8,127,000,000 $ 8,120,000,000  
Bodybuilding.com          
Asset Acquisition [Line Items]          
Fair value of the assets and liabilities acquired in the business combination $ 96,000,000        
Business combination, recognized identifiable assets acquired and liabilities assumed, cash 78,000,000        
Goodwill 0        
Revenue of acquiree since acquisition date     58,000,000    
Operating losses of acquiree since acquisition date     $ 7,000,000    
Bodybuilding.com | Trade Names          
Asset Acquisition [Line Items]          
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangible assets 10,000,000        
Liberty Expedia Holdings          
Asset Acquisition [Line Items]          
Liberty Expedia Holdings transaction, shares issued 2,900,000,000        
Cash payment for consideration 15,000,000        
Share repurchase consideration $ 3,200,000,000        
Stock issued during period, period increase (decrease) (3.1)        
Liberty Expedia Holdings | Exchangeable Senior Debentures due 2047 | Exchangeable Debentures          
Asset Acquisition [Line Items]          
Long-term debt $ 400,000,000       $ 401,000,000
Debt, interest rate (percentage) 1.00%        
XML 116 R92.htm IDEA: XBRL DOCUMENT v3.20.4
Related Party Transactions - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Jul. 26, 2019
Apr. 30, 2019
Dec. 31, 2020
Dec. 31, 2019
Jul. 25, 2019
Jul. 12, 2019
Related Party Transaction [Line Items]            
Common stock, voting power percentage 50.00%     50.00%    
Common stock, shares, outstanding (in shares)           136,832,712
Long-term investments and other assets     $ 671 $ 796    
Two aircraft | Expedia, Inc            
Related Party Transaction [Line Items]            
Airplane ownership interest     50.00%      
Two aircraft | Iac            
Related Party Transaction [Line Items]            
Airplane ownership interest     50.00%      
New corporate aircraft            
Related Party Transaction [Line Items]            
Related party transaction, expected costs of transaction   $ 72        
Related party costs       23    
Aircraft            
Related Party Transaction [Line Items]            
Long-term investments and other assets     $ 50 $ 53    
Agreement And Plan Of Merger            
Related Party Transaction [Line Items]            
Conversion of stock, shares issued 0.36          
Class B common stock            
Related Party Transaction [Line Items]            
Common stock, shares, outstanding (in shares)     5,523,000 5,523,000   12,799,999
Common stock, par value (in dollars per share)     $ 0.0001      
Conversion of stock, shares issued 5,523,452   5,500,000      
Class B common stock | Second Amended And Restated Governance Agreement | Board of Directors Chairman            
Related Party Transaction [Line Items]            
Conversion Of stock, future exchange rights, maximum share amount 7,276,547          
Common Stock            
Related Party Transaction [Line Items]            
Conversion of stock, shares issued     138,000,000      
Liberty Expedia Holdings transaction, shares issued (in shares) 20,700,000          
Liberty Expedia Holdings            
Related Party Transaction [Line Items]            
Ownership Interest, In Shares         11,076,672  
Common stock, voting power percentage 20.00%       53.00%  
Liberty Expedia Holdings | Class B common stock            
Related Party Transaction [Line Items]            
Ownership Interest, In Shares         12,799,999  
Liberty Expedia Holdings, LEMS I LLC | Class B common stock            
Related Party Transaction [Line Items]            
Common stock, par value (in dollars per share) $ 0.01          
Liberty Expedia Holdings, LEMS I LLC | Common Class A            
Related Party Transaction [Line Items]            
Common stock, par value (in dollars per share) $ 0.01          
The Malone Group            
Related Party Transaction [Line Items]            
Common stock, voting power percentage   32.00%        
The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation | Board of Directors Chairman            
Related Party Transaction [Line Items]            
Common stock, voting power percentage     29.00%      
XML 117 R93.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information - Schedule of Segment Information (Details) - USD ($)
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Segment Reporting Information [Line Items]                      
Revenue $ 920,000,000 $ 1,504,000,000 $ 566,000,000 $ 2,209,000,000 $ 2,747,000,000 $ 3,558,000,000 $ 3,153,000,000 $ 2,609,000,000 $ 5,199,000,000 $ 12,067,000,000 $ 11,223,000,000
Intersegment revenue                 0 0 0
Adjusted EBITDA                 (368,000,000) 2,134,000,000 1,970,000,000
Depreciation                 (739,000,000) (712,000,000) (676,000,000)
Amortization of intangible assets                 (154,000,000) (198,000,000) (283,000,000)
Impairment of goodwill                 (799,000,000) 0 (86,000,000)
Impairment of intangible assets                 (175,000,000) 0 (42,000,000)
Stock-based compensation                 (205,000,000) (241,000,000) (203,000,000)
Legal reserves, occupancy tax and other                 13,000,000 (34,000,000) 59,000,000
Restructuring and related reorganization charges                 (231,000,000) (24,000,000) 0
Realized (gain) loss on revenue hedges                 (61,000,000) (22,000,000) (25,000,000)
Operating loss (463,000,000) (113,000,000) (849,000,000) (1,294,000,000) 160,000,000 609,000,000 265,000,000 (131,000,000) (2,719,000,000) 903,000,000 714,000,000
Other expense income (expense)                 (432,000,000) (128,000,000) (229,000,000)
Income (loss) before income taxes                 (3,151,000,000) 775,000,000 485,000,000
Provision for income taxes                 423,000,000 (203,000,000) (87,000,000)
Net income (loss)                 (2,728,000,000) 572,000,000 398,000,000
Net (income) loss attributable to non-controlling interests                 116,000,000 (7,000,000) 8,000,000
Preferred stock dividend                 (75,000,000) 0 0
Net income (loss) attributable to Expedia Group, Inc. common stockholders $ (412,000,000) $ (221,000,000) $ (753,000,000) $ (1,301,000,000) $ 76,000,000 $ 409,000,000 $ 183,000,000 $ (103,000,000) (2,687,000,000) 565,000,000 406,000,000
Corporate & Eliminations                      
Segment Reporting Information [Line Items]                      
Revenue                 (16,000,000) (258,000,000) (393,000,000)
Intersegment revenue                 (75,000,000) (316,000,000) (393,000,000)
Adjusted EBITDA                 (400,000,000) (519,000,000) (475,000,000)
Depreciation                 (74,000,000) (79,000,000) (67,000,000)
Amortization of intangible assets                 (154,000,000) (198,000,000) (283,000,000)
Impairment of goodwill                 (799,000,000)   (86,000,000)
Impairment of intangible assets                 (175,000,000)   (42,000,000)
Stock-based compensation                 (205,000,000) (241,000,000) (203,000,000)
Legal reserves, occupancy tax and other                 13,000,000 (34,000,000) 59,000,000
Restructuring and related reorganization charges                 (231,000,000) (24,000,000)  
Realized (gain) loss on revenue hedges                 0 0 0
Operating loss                 (2,025,000,000) (1,095,000,000) (1,097,000,000)
Corporate & Eliminations | Bodybuilding.com                      
Segment Reporting Information [Line Items]                      
Revenue                 59,000,000 58,000,000 0
Retail                      
Segment Reporting Information [Line Items]                      
Revenue                 3,993,000,000   8,389,000,000
Impairment of goodwill                 (559,000,000)   (86,000,000)
Impairment of intangible assets                 (175,000,000)   (42,000,000)
Retail | Operating Segments                      
Segment Reporting Information [Line Items]                      
Revenue                 3,993,000,000 8,808,000,000 8,389,000,000
Intersegment revenue                 0 0 0
Adjusted EBITDA                 254,000,000 2,121,000,000 2,088,000,000
Depreciation                 (525,000,000) (512,000,000) (493,000,000)
Amortization of intangible assets                 0 0 0
Impairment of goodwill                 0   0
Impairment of intangible assets                 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                 (58,000,000) (8,000,000) (5,000,000)
Operating loss                 (329,000,000) 1,601,000,000 1,590,000,000
B2B                      
Segment Reporting Information [Line Items]                      
Revenue                 942,000,000   2,143,000,000
B2B | Operating Segments                      
Segment Reporting Information [Line Items]                      
Revenue                 942,000,000 2,579,000,000 2,143,000,000
Intersegment revenue                 0 0 0
Adjusted EBITDA                 (208,000,000) 447,000,000 341,000,000
Depreciation                 (128,000,000) (110,000,000) (101,000,000)
Amortization of intangible assets                 0 0 0
Impairment of goodwill                 0   0
Impairment of intangible assets                 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                 (3,000,000) (14,000,000) (20,000,000)
Operating loss                 (339,000,000) 323,000,000 220,000,000
trivago                      
Segment Reporting Information [Line Items]                      
Revenue                 205,000,000 622,000,000 691,000,000
Impairment of goodwill                 (240,000,000)    
trivago | Operating Segments                      
Segment Reporting Information [Line Items]                      
Revenue                 280,000,000 938,000,000 1,084,000,000
Intersegment revenue                 75,000,000 316,000,000 393,000,000
Adjusted EBITDA                 (14,000,000) 85,000,000 16,000,000
Depreciation                 (12,000,000) (11,000,000) (15,000,000)
Amortization of intangible assets                 0 0 0
Impairment of goodwill                 0   0
Impairment of intangible assets                 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 loss                 $ (26,000,000) $ 74,000,000 $ 1,000,000
XML 118 R94.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information - Revenue by Services and Geographic Area (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue $ 920 $ 1,504 $ 566 $ 2,209 $ 2,747 $ 3,558 $ 3,153 $ 2,609 $ 5,199 $ 12,067 $ 11,223
United States                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 3,511 6,869 6,202
All other countries                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 1,688 5,198 5,021
Lodging                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 4,051 8,362 7,597
Air                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 105 869 881
Advertising and media                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 405 1,104 1,103
Other                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 638 1,732 1,642
Other | Bodybuilding.com                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 59 58  
Sales Channel, Through Intermediary | Merchant                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 3,261 6,763 6,125
Sales Channel, Through Intermediary | Agency                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 1,267 3,882 3,701
Sales Channel, Through Intermediary | Advertising, media and other                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Revenue                 $ 671 $ 1,422 $ 1,397
XML 119 R95.htm IDEA: XBRL DOCUMENT v3.20.4
Segment Information - Schedule of Property Plant and Equipment by Geographic Area (Details) - USD ($)
$ in Millions
Dec. 31, 2020
Dec. 31, 2019
Segment Reporting, Asset Reconciling Item [Line Items]    
Property and equipment, net $ 2,257 $ 2,198
United States    
Segment Reporting, Asset Reconciling Item [Line Items]    
Property and equipment, net 2,114 2,038
All other countries    
Segment Reporting, Asset Reconciling Item [Line Items]    
Property and equipment, net $ 143 $ 160
XML 120 R96.htm IDEA: XBRL DOCUMENT v3.20.4
Valuation and Qualifying Accounts (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Allowance for expected credit losses      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period $ 41 $ 34 $ 31
Charges to Earnings 82 25 27
Charges to Other Accounts 2 (3) (8)
Deductions (24) (15) (16)
Balance of End of Period 101 41 34
Other reserves      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Period 19 19 22
Charges to Earnings 39    
Charges to Other Accounts 2    
Deductions (2)    
Balance of End of Period $ 58 $ 19 $ 19
XML 121 R97.htm IDEA: XBRL DOCUMENT v3.20.4
Quarterly Financial Information (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Quarterly Financial Information Disclosure [Abstract]                      
Revenue $ 920 $ 1,504 $ 566 $ 2,209 $ 2,747 $ 3,558 $ 3,153 $ 2,609 $ 5,199 $ 12,067 $ 11,223
Operating income (loss) (463) (113) (849) (1,294) 160 609 265 (131) (2,719) 903 714
Net income (loss) attributable to Expedia Group, Inc. common stockholders $ (412) $ (221) $ (753) $ (1,301) $ 76 $ 409 $ 183 $ (103) $ (2,687) $ 565 $ 406
Basic (in dollars per share) $ (2.89) $ (1.56) $ (5.34) $ (9.24) $ 0.52 $ 2.77 $ 1.23 $ (0.69) $ (19.00) $ 3.84 $ 2.71
Diluted (in dollars per share) $ (2.89) $ (1.56) $ (5.34) $ (9.24) $ 0.52 $ 2.71 $ 1.21 $ (0.69) $ (19.00) $ 3.77 $ 2.65
EXCEL 122 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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

8L3Q<++1;/<@=%F[=G1"@ZC(QY AI]-OV%1D M8Z\LFAZ5"\F"+$(*1RA.,F R5!!E(3[V %G LF@,>1)&\7- &GO)$+?AF&0( M0[8[_M*PR ; 7W_";D!_&Y[/8"G%KH!)^3[.V,7)0EH<54T>I$6*BY,P2X"& M&::9LGR'XSGRVM8TB&+F<9("MV(MLJ%CN9-1/+3"MVJK8(W3P.<6]_^ #\Z# M [I*!UVE!W7U'4>G!DF^)3"&="4YGNAWY5+A.>U==L>NP&1JJ;9,/[W!\\:Q M^KVJA#0O2?&@$P>DR&L-:RX[X7S9E]O07*#JM-'N R^P=2.P+V&* M:[Q\N>Q;OZ5R&D3;WAITQIGB;:M5JVOWR8%SKV\KRF53?^V$":#V+7$'>SA' MO;^G[39'*Y^C !F#>=Y9>&HYFUT]^+8>_*D>9WT@M[6Y/YUK(= -)(MCC7:N MTC#.X!>DY992:R71<^GN7(R&.=G_)NLYMIYZZ#4LS"-XB_VKPO3!8RTDGK). MU;\,7>QTY]%3#I^7YUAA4#6QT^U+K)WLW3E7 H\6=[,V4*JNL?WU(/$*'= OP^ M5\KN!@Y@^$ES^1]02P,$% @ HU+4I$JC?/_!@ 11, !D !X;"]W M;W)K&ULK5AK;]LX%OTKA'=F80-I+%&6;&>3 'ET M.@$ZTR)I=[!8[ =:HFVBDJ@AJ3B97[_G4K)LIXZF'0S:R#)-WGONXQQ2.M]H M\\6NI73LJS%8.U>=C<;Z6N=Y<#,+!=N!>K=:.!L:7YY58 MR0?I/EY8W,=2UJX?[^U_I./';$LA)4W.O]-96Y] M,9@-6":7HL[=O=[\+-MX8K*7ZMSZ*]NT&KS\"T+ M>+N >]R-(X_R5CAQ>6[TAAF:#6MTXT/UJP%.E524!V?PJ\(Z=WE7IKJ0[)-X MDI8-/XE%+NWH?.Q@FB:,T];,=6.&OV(FY.P77;JU96_+3&:'!L; U 'C6V#7 MO-?BK4Q/612>,![PH,=>U 4:>7O1GP;*;I5-GME*I/)B M ")::1[EX/+36K*ESD$R5:Z8HT*V3%-_H+2Z-NSSZ<.IQ[9LL:D66^ZQ+1IL M[: C;&?L/U*8IJ8,%9'%0IJN*KB$<[K,V/"N1'?F.8@&2][1#VS(3Z)X,L)= M..6X1KS+RG ZGXY8$D1L$D?LDW8BIP7121B'M& ZC7&=S&+64Y>XJTO<6Y<; M752ZE*5#&I9[N6=OGZ!M5AZK0*_%OUR!RNA'Y?4,J?X[,GU3&X/ ]DRQX4*6 MS!"2?9/_\QXR'_%[RPR:Y0\X2%\QD+ MD^DQ7ZT'EL2,SR62LQ3.0\&'^OQ$+ERJGC.M'K[WB77K7.7W88N:8N.V$.?6R1:;54J4"] MTP/8U,;9%B)E3^R@'XSG.^AL(R$LPK;T0+._TN&'S7W[M9LS]O& 0B)-38T9 M;>$L:C4/J:V#8+<\U\\B=\\X0VR$R2QZ/L!?Q'[%F0>G&R,<$99$T$=!WE*L M4PA=&/,,/\VZ))YXPP].IU_>T%D@\\F!9^&/&-. @4Y "*/P1\;D[[6J"J*- M7\S9AYU#"0L':0JC&'\)^X 2&"^:^-^(X[&4AY#7!%(Y9^\EL#^*O&YP",JR M*%.T/0\3=/P48DO1'K."9)V$DX $ ?!N7RGA&7NG=;9!;7Q8JG2B7"F2N-8, M",-'1#-0]66,]Q\^=]-"3H!"#@H>B6P_&R!A/)D1"8=)&/4%$,]I>YG-^T@Z M[4@Z[27I XZ]68VXT.LD0[73YIG]U"K5WN9Q3Q+E]'9H:73!;G &4F5-D;_)IVM#:H2,' _K5^?(=V0V4/>#Z7]K8>N59N+Y /'HD@H<_^MY)N#^" M))'7A=W6UD6:J26Z"AQ5L!,F#&1 -X\.[5/.A4G7K= ]XG&FX74K%4,^:3>J M(>T<;Y]2XB3Y:.%;F,@%%02YLZ])2 )N1.W.]KFDZD*(_V@;OK-$&+;60$6 MMXY!.,(IXQ&[68.;5*^CDA!&T%FXF+%[Z6I3$IS=N<1!3M_4%8C* \]34H\1 MAM6C6/7@CMD4_YI]N^F0(7&7?[W*]\,W8R1+"?4- NG/!RR5AM.T$ M8$-X\D#57BP:AE3="!%Y;3YA)<0(#ST\9'SZ=YXE9IU,S7IE:E^(OI* :[E2 M94E\IT8!]>CVRNL"_?S.T%9WT%UDY[KMKF/:U OFV[6)6+LX "<;<*(#M_+@ MZM[6[UK^A=+T*LJUR*G_3_8 P-TSB1,>30)ZWN!S*A!/0JJHH:VK$3KXK[15 MC9KOL9C"2=M3L3>$SJ6FF'SC^LHHG&%H)1U*P"':?[]WX9!_38?[AFRT*JN] ME.>B(LXV*NGE,5<%:-5,&GKM:OX>I'.Y+/QY+ZL-Y>D@QATEPIWCNVU%J#SH M>YRW_(&&0V9FN]2CVOM)G\0'J3]&B_'>JXU"FI5_@4.;&]JE>$MSB1++ U.IWC&,\U+F^:+TY5_4;+0SNG"WZZE@#C0!/R^ MU-IMOY"#[LW9Y?\!4$L#!!0 ( *-2U+E-W18Y@, %L) 9 >&PO M=V]R:W-H965T32NON(@Q546'#5" Z;&EF(V3#- WE-E2=1%9:HX:'213-PH;5[62Y ML-B]7"Y$KWG=XKT$U3<-DZ]7R,7N3R#B$' MM&!C] M/>,UKG;2LF<)KP7^K2UU=3O()E+AA/=CW6P4)P95O8N;5I-(&B5UHTWI@\:.K6_;,7'X<#@_P]@\0;)-9OMY'U\H9I MMEQ(L0-I5A.;Z5BIUIJ%A75 MAGHKFR>%+;V?$!M3/6Z9!1M7%N3DHTV V]N?!?.ROGE'2 M.25/ZH):XK)$\ 'BZ#S(<]-)DF">F$X\#Z($O@E36X50VNR[WU#!2=T.Q.H4 M3N)3,DKG$;6S/*7V/$KAK__^6)W=KP=<-W-3/=8EMJ4R\.86@?"OMQ^D^M38_9RY!K"UMDLYLUF]?L.C- M9077HFEJK1'/[/75;H$DK;%B?&,":A9?"29+,[BI)=UT0JHSNI6<6Y:W8W5I M5[J",20%T1*1LF>^'-1<>#G,!HYN$QR54HD7@K:QH$NJ#_H]>Z4K6KL96XGX M=B5>P$=%KBQ)/, M1S";#[P#=L?('=_W)J^0I!XA/S[W+7J'"?C<:# MG'RP>MTCV=3K'P"G/]T;)*/^ :08'^@?T*]4F0="O>U>_W2PSO<27:CRM\YN M>/#@-2BW]EE75-=4DN[M&]'QRV'E'LS]BKQ^49@'-;X30P\!L,'Y/+?\!4$L#!!0 ( *-2U)% M29]280, '@' 9 >&PO=V]R:W-H965T9.><,+\/U1:I[72 :>"A%I3=>84R]"@*=%5@R/9$U5F0Y2E4R0U-U M"G2MD.4NJ!1!'(;SH&2\\K9KM[97V[5LC. 5[A7HIBR9^F^'0EXV7N3U"Y_X MJ3!V(=BN:W;".S1_UGM%LV! R7F)E>:R H7'C7<5K7:)]7<.?W&\Z"=CL)D< MI+RWD]M\XX56$ K,C$5@U)WQ'0IA@4C&UP[3&RAMX--QC_ZKRYUR.3"-[Z3X MPG-3;+R%!SD>62/,)WGY';M\9A8ODT*[%BZM;Y)XD#7:R+(+)@4EK]J>/73[ M\"1@$;X2$'%=P53"&,/K.#0#U>!X8(K%N0=6"[%BQ^!2R*X8.L3*'AILHQ?PX0 MD+)!7MS+V\5O(EYC-H%IY$,-,AW:G#FWY_NO]<';11=#O^?0,_&? 3 MAY^\@K]CFF? JARNN6@,YC PCMY+K<>/Q"]M[YO@]GVN=,TRW'CT #6J,WK; MSP7"40IZ7,0"QAX=.&ME-,C&W=E.4MY)PD&2<))JDJ2MI!7\3;;V\("V'LL# MF?KMIR9:VF8!H]N*+J,0]*ZT#_B086U:"$=(I*-T-H:??EC$4?S+T/\_9O(OJ6(X@D**')7NU"S2YVIN7MO*[^)A M9\9%[_ "Z0K:^T3#:,-'9:]-:,P#'_6XYXN2B(_B1+J4S]:VG[I+^<='=50P..1 MBBJ!K>!C;8NKM@G4C*&DZK> M>T%>\^@QPT=)2W]!&Q#-8NJ7\-*3#9Y4PQ+5R=5\3:J:RK2%<5@=OI6KMIH^ MNK=_T@>F3IRR$WBDT'"2SCQ0;9UO)T;6KK8>I*%*[88%?8VHK /9CU*:?F() MAL]V^PU02P,$% @ HU+4KAJ&&BQ @ O@4 !D !X;"]W;W)K&ULC53;3MM $/V5D5M5MH3P+4"@220"M$4J*H*T557U M86-/;(N]A-T-"7_?V;7C!@FBONQUYIPSLSLS6BO]8&I$"QO!I1D'M;7+LS@V M18V"F4.U1$DW"Z4%L[3556R6&EGIG02/LR0YC@5K9# 9^;-;/1FIE>6-Q%L- M9B4$T\]3Y&H]#M)@>W#75+5U!_%DM&05WJ/]OKS5M(M[E+(1*$VC)&AX$>#:[.S!A?)7*D'M[DNQT'B!"''PCH$1M,37B#G#HAD/':804_I M''?76_1//G:*9Y1[JVFVX;\[.2;K5'#M2R40 BO-O38!B,(9VS.T42CV!*),XV+#G#: M F9O *89W"AI:P-7LL3R)4!,ZGJ)V5;B--N+>(G%(>3I 61)ENS!R_N0FD%/,_ T@S=H+I18*HG2&E +>#W/KZ5W/^JL M1E@H3K74R JL>R6@:C2>ASB@>$&K'.T!2+1G0+_86_Q"IMO' 4HMBCD)VZ:7 MAO34#4,(KR5].,ZI=DSDG.F#2\!-43-9(6AF$2JJ>@,A<&4H?Y$G@O=PDM(0 MYH.(IAP^MT:=#2@'*Y5N[#/@X\I-C7Q"8X43W4*$Z2"+@#2D:1K!5_)T;H91 ML!34?&4H*PYM:YU'\.'=,$NSC_W<)CP\CH!^9$AH,V49=[I.$Z>+*-HI3:+7 M7CO>J2F!NO*=PU!Z5]*VY=6?]LWIO*W)?^9M9[MANG(IX+@@U^3PY"@ W7:+ M=F/5TE?H7%FJ=[^LJ<&B=@9TOU#*;C>.H&_9D[]02P,$% @ HU+4EY# M<56P @ T04 !D !X;"]W;W)K&ULG51M3]LP M$/XKIVR:F(1(XB2\=&TE6O:"!%H%;/LP[8.;7!L+Q^YLA\*_W]EI0T' AZE5 M_';W/,^=?3=<:W-K:T0']XU4=A35SJT&<6S+&AMN#_0*%9TLM&FXHZ59QG9E MD%?!J9$Q2Y+#N.%"1>-AV)N9\5"W3@J%,P.V;1IN'B8H]7H4I=%VXTHL:^[':F9H%?L7 MY]4H2KP@E%@ZC\!IN,,I2NF!2,;?#6;44WK'W?D6_4N(G6*9\E>Y*K[_A)I["XY5:VO"%=6=;L C*UCK=;)Q)02-4-_+[31YV'(Z3 M5QS8QH$%W1U14'G&'1\/C5Z#\=:$YBS=\+E$^W$8.^+R'G&YP9UTN.P5W)3!)4'5%CZK"JNG M #&)[)6RK=()>Q/Q#,L#R-)]8 E+WL#+^LBS@)?]5^1GPI92V]8@_#Z=6V?H M^?QY@S7O6?/ FK_">DU55;4202_@N8+O8 MH1&Z@AOMN(0+M!Z/*TC!:8M::LJ9:>L+V' M=#_)&8U%D=(W+_P\.Z'/AW?'+&6?X&O+#5<.Z8**$__?'CP?+] Y-$%^:; 2 M#C(&+"=)6XLL\*69'P^S// =;?DR>.FJXYTR:] L0S.QE,%6N:[B^MV^7YUV M9?IHWC6[2VZ6@F*6N"#7Y."HB,!T#:1;.+T*13O7CEI F-;4<]%X SI?:.VV M"T_0=_'Q/U!+ P04 " "C4M20HY"JM8" (!@ &0 'AL+W=OZ)(SEIC[UR)2/!8*>WF44E4 M7\2Q2TNLA!N8&C6?Y,96@MBT1>QJBR(+096*D^'P;5P)J:/%+.QM[&)F&E)2 MX\:":ZI*V*<5*M/.HU&TW[B614E^(U[,:E'@#=*W>F/9BGN43%:HG30:+.;S M:#FZ6$V\?W#X+K%U!VOP-]D:<^>-+]D\&GI!J# ECR#X\X"7J)0'8AGW.\RH MI_2!A^L]^L=P=[[+5CB\-.J'S*B<1^<19)B+1M&U:3_C[CY3CY<:Y<(_M)WO ME)W3QI&I=L&LH)*Z^XK'71X. LZ'KP0DNX DZ.Z(@LJU(+&86=."]=Z,YA?A MJB&:Q4GM'^6&+)]*CJ/%,KUOI),^0^X,OE*)%K[H!W3$F2<'0F>PEMZ6U%AT M<'(KM@K=Z2PFIO<@<;JC6G54R2M4HP2NC*;2P0>=8?8<(&;=O?AD+WZ5'$5< M8SJ \>@,DF$R/((W[I,Q#GCC5_!6C>,=Y^#25%NI1<@*_%QN'5DNGU]'*"8] MQ2103%ZAN.&NRAJ%8'+8-#8MN:)@8V6*L%3*I('SI=P>AUTW5NJ"\S Z/X,6 M(355K9 P VH-;/?W2@_N-8#;$B$WS-KZV*XMY1]^8ZX"$$5AL1"$4.]EUD&F MZ&5RL/6^?"2>E9'47*I*>>,"/AF3M6S!&WXJKBT2NI"^A+C2J?0=)+5D&N6K M#$Y&IY!,8(TY6NOEBT<^$5NI&!P96_.@\DZWAH2"D^24<:<3^/W_7P@+]>Z! M92\$A'-(+\LI10:"$^I[FX/$ UH>5= XS!O%/GEXR&3P'IY06#=XJ4+B@^ZL MT!9A!OFW:#1UC=KO]F-NV77W/_=N1EX)6T@N284YAPX'[Z81V&[N= :9.O3Z MUA!/CK L>52C]0Y\GAM#>\,3],-_\1=02P,$% @ HU+4B#.MDHC"0 MLQL !D !X;"]W;W)K&ULM5F+;MLX%OT5PML= MV(#JZ/WH) &2-M,-T,X$268'B\5B04N,K:TDNJ04U_/U>R[UB)W:KION!L&5 M)9&'E_=Q>$F=KJ3ZI!="U.Q+653Z;+2HZ^6;DQ.=+D3)]50N184W#U*5O,:M MFI_HI1(\,YW*XL2U[?"DY'DU.C\USV[4^:ELZB*OQ(UBNBE+KM:7HI"KLY$S MZA_8HV%(ZKCYNT?_ MQ&ELM!&LE7;-O!'+&UT M+#F[7P35ZMP,9+=_QFI^?*KEBBEH#C7Z8J9K> M4"ZOR"EWM<+;'/WJ\SLQAXEK=EVU#B9+C>_YK!!Z)71 MCWC*+C3C3.?S*G_(4XY>QB[H(1\,V%*! %2]-EW$YR9?MMB:5;)F'&JDO!89 MJZ5I+@<#=%IHTS$34##-6UVZOGF5%@VB!#^VU"X%UXT2%EL)EDG35!EOL1HS MYUH+@,[60WNN65XC^9LB,XUG@B JZ/#0%%/VQP;*O"FX*M8TJ<<\$Z"B=+%E MIFX6Z2(7#QMSR:"[H:&2?Q)*3]D_!%=,4(PS1*@H9T(-48K8JGE>L$OWDM4J M?^1SR=Y*A1G 4.PG7BY_9O>RY@4;7P,Q+PH@ZPF[7^0J>[WD9&PE'D75"/:* M>5:2>+@FO@OIV@%DD)"PG"1!>-50J+-$W^NGO\2NX_X\7*. C:-@,MS?[D./ M;!B MZ+'CQD9"1#X)+YFPBY*"[4_>!UQ>U;R:YXCHWL_/I])?QTY *$9>ETN>*V,! M8,RES%8PZOZN49),.KG=]7N&C\RD2-[5,OWTFI:&C*6RQ'*IVPGM[0PO3CKY M0/&;F;7X0M8$%50H3\:^A^CY M0# S@905Q""R%&0ITL.SG CWE!NZY[SMIKXKL=^!9)1A4:BF!P>\!K9.FL, MH1(15+)ZG6(U4^!:FD!.J09#:^8XX?YN5] YRSE[KV2SM)"@6, P5DBA?X.2 M0R@%FVH*&I;E1$-PETG/[X+$M$K,T> L9)&!!5HSAG$T.T=#7C/5\B,2+S;P# M0T?=*#M8RW)/_:SI[<=)FB$_6#A.R?.\H^,*Q7+CAN)Q&G3&&V)W3V^/ MG[%QK&D_C+,KJ^V8TM_S23&P!E4B1*6$D43VLZSV"6[LV(ZI'"#"R(CPA[+: MC0G5R.^M1&*,;,2+ZQ"?>(K$2ZH0HS?)'R44%*1!DTR<^7!@Y?I?X;9\N[UVJ- [DO1\?SOMX.UV])'Y)L1!_?\K[=L@.;$:# M83,:'-R,WJ6P>(.!$%)]LF'?= 9B<*$2(?+ M[M=+B*\WJ?T>50\! 9Q9CU,..+K#J0F'O$+;OC484._;<3W;U+YI^?)JS_;, MM#7,NDA(VB6Y(<5;:$6AX4$4$P&[F O*$' 3*@[/BF,7,L+B M=)$]8L>,J*KF%K:BY-^G% HC!UU\%$:.Y251Q\9/G-MNNX9*9B"_+>M^D-F< M[(I0L>S :2DTI%HK0I*@_LD5<[!5C,.$Q?&61D:55BD?+1S+L7TC^[5S#'8, M450Y5N21DB&VAL]O_QG\(5GI $"S%-Y2B Q>6'B(S3^H!TF,5W6W:O5! M 6Y*59-K8:;Q(,2@5%^W]#OX806L%7^$._M LQA'W3SOO-'W1A4D>(F7R&.3 M+ZM%GBX8-Y1AJO2&%\4:^W^D=/>!G6Q.\E)FZUF3%QD@IN 6JU-YQ373V _0J#1+@Q2V8"Z'#;'&$]QO1 \ M^]R@8D/M9;V()Z?L5VDTUC0LKS9"O;/(NK-/#2+<9<34-,,#&KZD!=:T=.R_ MDKZ]1WK=.E>AN=%R^C*:[H-O6Q4BZ>I\=F37<1/]^ MYGI#Y\P[6Q@W;WOXYH!>S[V.+8/CMSL!K%D[O8TMA1.:PM%R@ZCM \_O\NS) MQH>44F##2Y^+= O6?E,9G@Y?I"[:#S%/S=O/61^Q7\9:Q@KQ@*[V-$)II=I/ M1.U-+9?FL\Q,UK4LS4]*::&H =X_2%GW-S3 \)WN_+]02P,$% @ HU+ M4D1T)DRN P -@@ !D !X;"]W;W)K&ULC59M M;]LV$/XK!ZT8;""U+-E.G=8V8"ZYYX['N\RVVMS:FG,'#XU4=I[4SK7OT]06-6^8'>B6*SRIM&F8 MPZ79I+8UG)5!J9%I/AR>I@T3*EG,PMZ56S9-E]GXU)OD@<"/XUA[- M@3Q9:WU+B\MRG@R)$)>\<(3 <+CGYUQ* D(:=SO,I#-)BL?S/?JGX#OZLF:6 MGVOYARA=/4^F"92\8EZZ;WK[&]_Y,R&\0DL;OK"-LJ>G"13>.MWLE)%!(U0< MV<,N#D<*T^$S"OE.(0^\HZ' \H(YMI@9O05#THA&D^!JT$9R0M&E7#N#IP+U MW.*&2<]B?%0)7SV3HGH4:@/+HM!>.0N][VPMN>W/4H?V2"LM=MBKB)T_@YWE M\%DK5UOXJ$I>/@5(D6C'-M^S7>4O(E[P8@"C[ 3R83Y\ 6_4>3\*>*-G\*X_ MGL,UYGGI)3^!+'\[/#N!UT/RYW)MG<&$^NL%#N..PSAP&#_'(3X'T!6%A<3"OO8'[)Q3N#A38CL( MOJ": <(P]ZC8&H&N"/F($(7T)0\X*&Y0F1P,5K1UP*S5A6".EYCOKH;6&[1N M$:-AI!89;/G:"L?1@ RB3@<$;SF!589YNCCEH#"\%#@P4UKX]9=IG@\_()[9 M\/+MFA6W82O[ *7G!-*RQX;42F%;[] H.5@P56!QB!Y7G'8M,I"21BP5'F4Z M3S%$E()[P/,O-Y<7()H66]9' M_=*'HF6/U?$10>]28160DL[ZD<*2;C3(8(D&_M!BO<-8[4(BM:6HOH%QAI]I MCA_ZZ^7C/@[9,/OQ#K,S&)VA3"_OPV2*)G#CJ8E2^[6KO.SR (%&8P*>$/*( M@'O9I!^-_A<>?Q%U^G]0B7/^CO"F$?6T'XW]@)KGA/KWZS\AO$?!UP&G,WE( MX)AR088U\9 5=UX82L/::+^IXP8F*%W&"2CLH%@4E-VE$"O_P?)->8:'+"1/ M(3'O126*(&$'/ZL>Z5$M;SCRI(YE(1",9;W;[9KB,O:"@WCLJ)_138$Y)'F% MJL/!NTD")G:IN'"Z#9UAK1WVF3"ML;%S0P)X7FGM]@LRT/VKL/@74$L#!!0 M ( *-2U([9>K%L , &P( 9 >&PO=V]R:W-H965T[TO<+O M''?FB0PNDK52MVYQ62V#V#F$ DOK&!A-=_@)A7!$Y,:/@3,XF'3 I_*>_;./ MG6)9,X.?E/B#5[9>!K, *MRP3MAKM?L9AW@*QU &;Q&X!T *3>[]Z0]_*<6;9::+4#[;2)S0D^5(\FY[ATEW)C M-9URPMG5;QW3%K5X@,]<,EER)N!2]I?MLC;Z+EE7<8O5,8R^L;5 <[R(+%EV M^*@[]/DO?93S',H0L&4,:I_$[ M?-DA#YGGR_YG'LZY*84RG4;XZW1MK*;G]/<[=O.#W=S;S=^P>T-55G4"X>L& M/O#AM;2_2^X*^L2TK,1E0!5K4-]AL()OM49\=A] V<1FC9HR"C?8VF$1PR^= M1#=_8;JLW>GH4M(S%(+\,6/ ^Y*TH25E4S/*345O\!C^1*8!7S+W=P77>(>R M0SB".:V.(!D7<4YS,9G0F([3> Y?B9%BEEN@G!L8Y9.,GE^2N'&6SYT\3N?Y M,?Q*GRVOPJS5?-U9]T+!*KBX;['B#'[2JFO'E,822M4T=)-44N5MK42%VC$G M*;&E:4+CM/!6QEE,JS-F>-ES/X8WHH,C4@]GZXI)#)JO/B&))) M#.X\G11D/4OZY#W7^3B+X:MIG$X@)^IDEA%UG.VS1^%(/"_1AOV %)9 M0-(27MTJ2]+!$V?;;3\0.'SMJQ,]Z0 -ZJWO&PO=V]R:W-H965T M#]:NX%1A%44"I#0?3?$^10 M589)Z_BW)?6Z9YK T^MG]M^L>6WF@4C(>?4W7:GMW,L\M((UV5?JGA_^@-:0 M%5CR2MI?=&BQ@8?*O52\;H.U@IJRYI]\:1?B) G%P+"-B#L!TPN!$1M0/32 M@$D;,+$KTUBQZU 0118SP0](&+1F,Q=V,6VTMD^9R?M2"7V7ZCBU6-(-HVM: M$J;0=5GR/5.4;= =KVA)0:)?T#V4%9'2@DRJ)'I=@"*TDF_TW8_+ KU^]0:] M0I2A6UI5!C'SE99F'N"7K8R;1D9X008.T2UG:BO1KVP%JW,"7WOJC(7/QF[" M4<8"RBL4X;.L*+EX=G(VZB+DV1Y8LN\/VE-]!I>@1G^KH$ MO0.51%R@?$O8!DP2SF"4E717 ?KG3TV(WBNHY><1.9-.SL3*F5R0DW.I$%_K MC?\$; ^N?#<$L24PQ>=I@9-,)^+I- =#4!BDZ3FH<#!ER:0#G1F(.P/QJ(&E M+C1FA0A;Z=TD'L&LE\M&0Y.<*HPG2<_&$)0$:=:S,03%:8C=-I+.1C)JXP.4 M6\8KOOEJG91Z"^D7PN4C&3P=![B?#@#ESJ91STLVT#GMIZYP8.*IV\NT\S(=]7(M]?[>:?FC]1@' MQTX3_ PU#)^T/OR=52QO&<[V/TYZ"2H<*#Q-8O?RX_"H+_PA12IO>D'EL3/AZ,?4H+PE.ENF=+B8#E2"+\D\=BP\WK*^J<3D+=E9_9CT M&Y,+%&07A!X[$QYO3=]:0O*6[ZQ!3OO=QP$*LZBGU3\Y1]8@-O8\+I'=B\W) MJYOMSOS7]J3;F[\QWP+V?'JD:3XD;HG84'V&K&"M*8.K5"L2S=F\&2B^LZ?5 M!Z[TV==>;O7W# @#T/?7G*OG@7E ]X6T^!]02P,$% @ HU+4D&3?O,P M" "C$ !D !X;"]W;W)K&ULO9MM;]LV$(#_ M"N&]( /2V*+>["X)D,1)EZ%9C7C=/@S[H$BT+502/8J*FV$_?J0LZ^1:/CI) MJWYH;(>\.]Y1SQWIR^F*BT_Y@C%)/J=)EI_U%E(NW_;[>;A@:9"?\"7+U&]F M7*2!5&_%O)\O!0NB./^DW]Q&9[V!MH@E+)1:1*!^/+(KEB1:DK+CGTIH MK]:I)S9?;Z3?E(M7BWD(L,>B=@L*!)YSU>_L&I!KI87\B0O M_R>K]5A_U"-AD4N>5I.5!6F.L&K)GB'3O"K"7X9K+5WR]", QF^AHS&00)_E/IWVI[-#2^F&E\W*MD^[1:5%RQS.YR,EU%K%H6T!?+:!> M!=VLXI*B$L MC@;EO]/^8W.3[8ZDU/MBY):];FVOB]H[9C,F!(M4"GAD6<':S%Q+\!K*+9^V MFKD[TJ869J97F^FA9MYFH6 J6TE%C"!1N2[(0D84.0C[O%092"V@R!2WRFST MD# 2I#K2K5[W=HP'Q,N%TR0)1,QCTBL MUZ(R'3F*V/I5*^_\'3.I@YDYK,TLXBITD,[*>/9FU!14RC'Z852L*KP[ENX. MM=WVH>.6H<[.T*UE60-(EP,\(M./.8(>JY%WK2Y89U%02%'+_U";16M8[^S6 MK(T+<,@3"P2Z>@"]91O=2/XCTT4@V!M=2D9D$CQI:) +(8)L7@+DF/RN7JOJ MFWS(&*87B&\YG7@=D&WAS#[ Z[@ J_1Z6S'S@HG;BP"@6SC1&XL(-=?GK0^S M00AU3P:#'UH7\OR)VPL!ZELX]I^[[7Y?<4PO8-P:=K+M +\6SM\#MATNP&Y[ MV*MPO6#F=E4/M*4X;:>2AY_(AZ4^<: 2 ;NT$^Q2P"Y]+78- LS8I8!=BF.7 MGK@_U!6[YP[4B5)5$SS[B4Q9%JM*Z#KFH%'O M]HS"*A8*\*8X/BMWE$XXKLM&(@+92G&#-+6#VB'^PGG7+YQW\\)Y[YX_;]OO MD&LHGFO>!UE$;M.EX(]E5D&?8,@DM)-,0B&34!SG$\$5NN03T2+&Q( M%C;.^M<[VZ# &9B=W;BMP;/)79S%:9%BLB!+V)UD"1NRA&V\3%'F2U:Z4A_T MI2K_UM<1>5R7LA(GR+E9?8>1EE52HU>3D MJ#=1-6X/O8T#A-E^)T$!NMGX?8>Y6#((H.;M#>2S<3"!LZ]XNBQ4WB37FT<2 MNWT$6#F#3JX[@6>.]8WQ8E!@KOT=8*&#HPKGVEWPV9!H':":,^K"TRY0SL5+LJ^8: V:1D:7NX!* M%R=9Y?+795H78.?23J("Z'/QVLV<:0T"S/O;!2RZ.+7 V<_*M&[CBS.W$_<" MSUR\4'L]7@P*S(38ZL+F'._];'5H, < \0Z>'@ M@@"\---Z #:ODS.M!VCSOO69UJ#@@$@ %CV<:O57['>;GH#+UIZ ;?$ .J^3 M4ZX'X/,.;!G8Z7%0[@X>XB263\N,\"]>O493 M 0Z\O2MI+F3S)3V)"D8D)X*%7'F\;%B*"H$G/&^WV:#E*^9M\X&Q'L[8*_W5 M?1!*LHKEHFKL8N*X:7S5U;$Q^M\O.Z,J*W=[#5R\)\(#2GMXG5G[^#U_"A+U MR-XSE0TB=.\#D;U."D\?J.H;"\_7[?U*?M/5OM?>\],V=(AVT_A ;!\O1;_] MSJ\,V'IPJ8]:#_CW<3KOVU,JV9GO#WT M]_)4=X'E/MXS7I5/<(DJ=:U%'PN M@O1XTSK$9\T@M+H=UV"\-_0A#?@'IH&6(!C/ECXPVN_D%.\WNK@,5/T*0< U MF"\4?<"KC^-U7<[5L;AOZ^+;%@UP]3N!ZQ#@.L3A^M7R6:5GJ\ 8H.V20R#G M\$!R(@V3PUWV[>N8;!FZKV6RW^C(5GZ9E\WV.2D#LVYKKC^M&_HORC;V+SZ_ MM-Z.UVWY(&;]5P)W@9C'F&ULE59-;^(P$/TK5M1#*[7-%X%2 M 5);NMH]5$*PW3VL]F"2";'JV-0VT/WW.W9"!#0@>DGL^+WQ>QY[G,%&JC== M !CR47*AAUYAS/+>]W5:0$GUK5R"P)%C(.CZ)67" M&PW3*<"9@HHA>E255_QZ!R\W0"[WMARE;%,9^\$>#)5W #,SK@_A_7/7XAW@%X.-WFD3ZV0NY9OM_,B&7F % 8?4V @4 M7VMX LYM()3Q7L?TFBDM<;>]C?[->49%-C X^D*VUD69-10X<;11+#635^.48#&5<7V&@U]F87%YF^?[F/FFO1%3?HB M%R\^$J\M97\>YI@$/(%_3TP0-Q/$;H+.D0F>;!9M9@_3W9:X*E3B0MD"M1[% M<3<>^.O=]+2!PJ0![:GL-"H[)U5.#[;=N8*KJ-T=+;U>=*"W#=-OEYLTQMF"CP<7(K%C0%5XL@:L65SOJ0I0!&J-;0;2CZ)/5S^4X@],]W& M3/>DF9_24/Z5FM"6'%L2T!K!4J-Q'V?4HK7!E_6^+3HDQVNMS7;WTY[JA/'= M@?,64-#O[8/>%1+TCV0<\MH'[8.UA&?ZBX-5GW7+/#F!V4!.)Y+:;8=6_J;?XG1?U!+ P04 " "C4M2 M:P^?Z30% \(@ &0 'AL+W=O+/:"L>F8B XN2=L-L ^_E*QH M9$NBU:0+Z":1Y)G1<'[QXX#29)OH9[.4TJ(?41B;T][2VM67(#"SI8R$.4E6 M,G:_+!(=">M.]5-@5EJ*>>84A0'I]P=!)%3)+WTCZL;K4["XHH2%*#I@U.)#<@;1UH+D#S0:ZRRP; MUH6P8CK1R1;IU-I%2P^RVF3>;C0J3F6\M]K]JIR?G5X*I=$W$:XENI'"K+5T M&EF#?D.7*A;Q3(D07<7&ZO7N>FXT1\*BDN_'"VF%"LTGYW@G9VNM5?R4UE>E MH1[N+]#'#Y_0!Z1B=*/"T EH)H%U^:=9!+,\U[-=KJ0AUPLY.T$4?T:D3_HU M[N>MW?%XWSUP52M*1XK2D2P>/5JZS^BK,=)51\1S=*W$HPJ55;)4+?? 0EE2 MJS^26!<7SK(Z_7WM;H"NK(S,/Y[T:)$>S=)C#>G]F5BGG<@2JZOUSIMGWNED MWTS9F$Z"3;F@51O,!X/":"\O5N3%O'FYV>?F5HS2P"54U&]6H-BTR'WDQODEB^..#H M9[>D+-;QW*?.J @ZZJ(ZXR*]L7?,Y\(LD?R^5AL1IM"KTV)-S6C &P0! MRF(_9J_BC30V:DR,5FY*#B=MC0TG34\*8!;[.?MPT$F52E3TZ<) MX!5WDJ\8 (O]A&WUT-0 E?FS8U?"6'W4FMT;A>&P*$)7["7LN-#!'V-8C 5M))MI)2"^MGZ[$F MD=1PE1Q.D1HC/&P *P&P$C]8@/(2_CZPQ:FHD"0"8^ $,^K1M M*2D@E/:[* T%+E/\;FGR$+YYXS793PV(3/U$/K(PTBIK*UGY3/:S*NTEM(7Q M&]I*"@BFG40P!013/X);/3A5FE;;RCJC)I6 N;0U<]_68%*@+^TD?2G0E_KI M>VP>U8"WTF#6&C4TF!3(2]N0EWA&R8"TK).D94!:YB?ML0:351$Z/)2AQ@;3 M,6[8A@32,C]IVV R@"BCG12KM#/[:[=F'96VE1W+&IO&'4L.0.9M@?R&)I,# MAGDG,5A3RF>RR"DJO]M/O*ES9GU1L4"@7SJ=_,G3.>O>IPN[$)JOL;?]C8FT2 M98=+*>92IP;N]T62V->3] ."XH.1Z7]02P,$% @ HU+4O!R0>9I!P M"RH !D !X;"]W;W)K&ULS5IM;^(X$/XK%KH/ M7:D4[+Q 5[126[9[E;:]BGW[L+H/+C'@VR3F' /E=#_^["3$"38&5K=:^F$7 MPG@\XQD_SXSCP8KQ[]F,$ %>DSC-KEHS(>9O.YUL/",)SB[8G*3REPGC"1;R M*Y]VLCDG.,H')7$'=;MA)\$T;5T/\F?/_'K %B*F*7GF(%LD">;K6Q*SU54+ MMC8/1G0Z$^I!YWHPQU/RD8C/\VM&_AV&"(U()?X M0LDJJWT&RI47QKZK+P_15:NK+"(Q&0NE LO_EN2.Q+'2).WXNU3:JN94 ^N? M-]KO<^>E,R\X(W"LP4G,J@B M VUP$T54A0;'X"$M$DP%ZFQ(!*9Q]F;0$7)^I:4S+N>Z+>9".^:""#RR5,PR M\"Z-2-14T)&&5]:CC?6WR*EQ2,87P(/G '51]_/'(3C[S6;7W<%:X.5N+E6 O%RMMS= Y^ FRXB,#4XC\('B%QK+ )%L$[@(R/",R'C!.4VG MN=032WGUX!9G- /?/L@)P(,@2?:GPSR_,L_/S?-WF/=>0@LXBUF6O5'3TW1) M,I&GD"T_"EU!KDLATO*Z#7T)4>IOT%G60V:*]FUR0YM*"+=$&ZX%E6N!T[4G MB;I3Z5Y6^$>DAQ/.$B#W@D23%*AU)>EXK1ZL,(_ 6"8WET!F=;V8*ZS9V?.M MCIN";;OGIJ#?<_D=5GZ'3K\?DKG,.15#P"9@REBTHG%L\RDT?;J\M#IE2FY[ M8TKT0Y4C94O$P7C2P7CUC"5T]3CY'GV3"Q%&V$(G1L?UHH!Z'3G MCF4"+.8YFB5$NA/M0_128=T:9TY I&U!^VV)V"H]QAIDIGMW.]V;]F@>AI[3 MGD>9@LDB ?^".B4_I/.%RM$/9$EBX,E?:V54\>LY>.;L+UGGRNP>2;%4Y@"X MD>P\8FLPUS\'>2<9>DQ?< MPUX_.?9]:^S[.V*OR0FZZ>)KWCI*VVZ6A,M6^!(>W \CLQ8+ MV@\,2]'#RWVD*0:Y*<95\".S9PH#HT HSPPL'5O7W^&.319MMVU-AS3YH&/Z ML8.J?F1V4SO*_J%%U%W5(\U(R-UZ?>)TB:?,E86:/%#_)+>)I@GDIHDCMLFE M63+[SO[0T_CON?L15_)[9N/@>=86]LXB&NQ(?9MHZ#Q_\319>&ZR:,3M1<7- M=:"FT=M#IYA+7NW(S]UJ[&N(=3,)(IJ-8Z9LM9U8EO,T4LW9*GJ:%CPW+;S[ M>T%EZ9*IMC9C\EL MLM:3Q*%%GB-"(T%E_;>W./ T]'OA26:JAGC/#?&'HYYG'HN9 MQ4'3"DT.GKNS<**>>6J%-B(W^_I[3J(8Y M6U7U0=;Y%HYP&Z?!W#\6S*N](C_\H;##]3Y"H[M_DNCN:W3WW>C^ TGC6W#< MR;%^[?V-&\?=8?G$<43 $TZ<_:FO =,/3C(X&G']XXKM']I$ENH;.J'.UX#K MNP'7&J[]A;:OL=0_R4+;UYCK_U^%MG]TH1UHJ W<4'M_Y$O YC0:- -XBM$( M--H&[I.0)U;>$< )6Q0A,=Z/1D3EI[K?87\SBLSMXKL9.M!@&^PII??&2>Z? MF_&8+TAS6;\]DN2%<.F::N(RV&X'27%/2>!O7M%<#>. &\(,2S!GM? /Y:#EGIZ1PZ:DLX<##49A&XR&))L3J:87XQ9 NX8GU\X M%B34X!^>)/B'&OQ#-_@?=_DG-%_.MK?/?,O;(K;7N-;>WJ83^O:.I5.[)9<0 M/LUO&V8RNR1O%5?.JJ?5C<:;_![?UO-;^'98W$O4:HIKDH^83]6%H9A,I,KN M14\:QHN;A\47P>;Y7;P7)@1+\H\S(DMLK@3D[Q/&Q.:+FJ"Z_WG]'U!+ P04 M " "C4M2Q8X@7HT# 7#@ &0 'AL+W=OC6;>'80^,1=M<*5$E M*;OMK]^EK$B*3*O! /?%%JG[<>ZYY!$Y.TCU6>\8,^AK+@H]]W;&E#>^K]<[ MEE-]+4M6P)N-5#DU,%1;7Y>*T:QVRH5/@F#BYY07WF)6SZW48B8K(WC!5@KI M*L^I^G;+A#S,/>P]37SDVYVQ$_YB5M(M>V#F4[E2,/+;*!G/6:&Y+)!BF[GW M"[Y9DMJAMOB3LX/N/2-;RJ.4G^W@?3;W HN(";8V-@2%OSU;,B%L),#QI0GJ MM3FM8__Y*?J[NG@HYI%JMI3B+YZ9W=Q+/)2Q#:V$^2@/O[&FH-C&6TNAZU]T M:&P##ZTK;63>. ."G!?'?_JU(:+G@*,S#J1Q("]U"!N'L"[TB*PNZXX:NI@I M>4#*6D,T^U!S4WM#-;RP;7PP"MYR\#.+E8(5HR@ F-Y :-V;Z^8X9RH=^ UZ>'._3ZU1OT"O$"?>!"0+_TS#< UR;U MUPVTVR,T<@;:'5M?HQ!?(1*0P.&^?+$[3I^[^T!2RQ1IF2)UO/ '3%VAE:"% M>4X"^OL>S-%[PW+]STBRL$T6ULFB,\G^D(8*5/8)9QWA6R6UD]!CT+@.:C?P M?A%':3SS]WW:3HVBF.#6Z!G>J,4;C>*]9UK?P)Y<5WDEJ&$9;"60E36G=K.Z MH![C37HHWH8D20=8'58D"4,WV+@%&X^"A4[^"RJB[?($BK>*N=F,3Y+'>(#/ M91*XT4U:=),?H7,VO6#&!7)R@H"0>#J Z3#":>+&.6UQ3D=Q+FG)89'R[]!L M+3?F0!6#KN_ARU C'MD%29LBN?R62]MDZ26V7'I";1A.HP'_IT8DC:9N_G'0 M27$N!.F_&X M.+^K5,%-!1 M>%PD;RLN,EYL=0U6,#C([:3($,^ABCVSP/48-9W(X>E/Z$0G>#BY2"<21R?" M8-B*4ZM)0\@QXY7G9R1X/)4DT[F"+X$U4W4_O$)1Y,!TRXC MD@Z8]GNG=GME^D#5EA<:5O,&O(+K*;BKXRWD.#"RK _RC]+ M:!^W,'-C2EK M .\W4IJG@;T;M'?!Q7]02P,$% @ HU+4LE^PKKZ @ :0@ !D !X M;"]W;W)K&ULM5;;;N(P$/T5*^I#*[4-Y,*E B0N M76VE[0JUZN[#:A],8HA5QTYM Z5?OV,GI $"Y65?P';.F9GCF,J[Z3J)U=N>Z*DI(BM6MR B')W,A4ZQA*Q>NRB3!L26ES/4:C9:;8LJ= M0<^>3>6@)Y::44ZF$JEEFF*Y&1$FUGVGZ6P/GN@BT>; '?0RO"#/1+]D4PD[ MM[02TY1P105'DLS[SK!Y-^D8O 7\HF2M*FMDE,R$>#6;A[CO-$Q A)%(&PL8 M_E9D3!@SAB",M\*F4[HTQ.IZ:_V;U0Y:9EB1L6"_::R3OM-Q4$SF>,GTDUA_ M)X6>T-B+!%/V%ZT+;,-!T5)ID19DB""E//_'[\4]5 C-UA&"5Q"\?4)PA. 7 M!/]<0E 0 GLSN11[#Q.L\: GQ1I)@P9K9F$OT[)!/N4F[<]:PE,*/#V82J@@ MJ3<(\QC=ORUI!CG5U^@G5-P-&L8Q->G!##WPO,9,LBXG1&/*U!5 7IXGZ/+B M"ET@RM$C90P JN=JB,UX<*,BCE$>AW=_D:=K-&68Z]UT MH3\_ (X>-$G5WQ/.@M)98)T%1YR-<48U9O2#Q$B)N5YC2>!E6D&3R/U%0FEU MC3@4B9C#NQLMTR7#&N X%5+3#ULG=560.PZM8].25H-.%^YG54U,'<8O,3N* MPE)1>%+1L!*6"3DZ2V&=@-Q/JQ)<6 DN%U"#"5N[F$EX(#)H=^M%MDJ1K=,B MHT@LN59HBC=XQLB)2FB7)MO_O^PZI;/.%_βW.1#^!'+!>4*,3('DXW;-@0D\\&6;[3(;*N?"0V# MPRX3^!8@T@#@^5P(O=T8!^77Q> ?4$L#!!0 ( *-2U*>:?Q%[@( /4) M 9 >&PO=V]R:W-H965TKV,.W!#1>PZMC,-H7^^UT[(= NA&I27\!V?,X]]_CC M>K!6^LDL "S9Y$*:8;"P=GD1AB9;0,[,F5J"Q"\SI7-FL:OGH5EJ8%,/RD48 M1U$WS!F7P6C@QV[U:*!65G )MYJ859XS_3(&H=;#@ ;;@3L^7U@W$(X&2S:' M>[ /RUN-O;!BF?(#H/( M*0(!F744#/^>X0J$<$RHXT])&E0Q'7"_O67_ZI/'9!Z9@2LE?O*I70R#?D"F M,&,K8>_4^AN4"74<7Z:$\;]D70E&!3F7Q3_;E$;L 6CW " N M ?%;0/L ("D!R7L![1+0]LX4J7@?4F;9:*#5FF@W&]EW"D"]R"M/7!"'*K+3&6ZWCN)$QA>R,)+1%XBB.:@1=O1M.SVO@ MZ?OA_89LDLKYQ/,E!YTW!J!%_ JT2 HFTWSI#\.O&YQ+KBWDYG=#I'85J>TC MM1LB*=TB>%EH9KF<$U'$U"!AS02QH/.Z!6ZFI1%Y :9-@\).I;#S?PI588A5 M7B.7S$*=T&9VZG4VR.Q6,KN-1-]?RR.9,K;V9!0T'4_C;M[G$>W@EGO>WZPU M>5OEZEKW?$1J<*5]7BHL(&:X.ILROM_1NZ']>'[E>A^XVA)USR?)4W MF'Q>,9U_\+F@T>[RBX[N.X":?>=V&U$S7&%I-=:FVNNOF?OHKJ-[=S1M-I=M MCIA+XQU7_-'V[FXXFGR@ON[?%0:CK:0MRDTU6KU=+GW% M?C,^=F\:7V=W-,6#:,+TG$N#"0!FF2%AAJ M(]%V:$A#0E1L#],>G.326#AV9CL4_OW.3IN5KJWVTMK.?=]]WYU]XY72+Z9" MM/!6"VDF065M% MPG@PN QKQF60 MCOW9HT['JK6"2WS48-JZ9OI]BD*M)D$4; Z>^+*R[B!,QPU;X@+M<_.H:1?V M+ 6O41JN)&@L)\%M=#,;N7@?\)WCRFRMP3G)E'IQF_MB$@R<(!286\? Z.\5 M9RB$(R(9O]><09_2 ;?7&_8[[YV\9,S@3(D?O+#5)+@.H,"2M<(^J=577/OQ M G,EC/^%51=[=1E WAJKZC68%-1<=O_L;5V'+4!T"!"O ?$N8'@ D*P!B3?: M*?.VYLRR=*S5"K2+)C:W\+7Q:'+#I>OBPFKZR@EGTV](-3"P:)M&('7',@$S M9BJXH_["O>SNB2OXZ1PMX\*G(&)\ E/' A*,",0TN"'&V8KY-/ MN^3Q@>11# ]*VLK %UE@\9$@)">]G7AC9QH?99QC?@%)] GB03S8(VCVW_#H M\Q$Y25_=Q/,EQZO[\S8S5M.-_76$<]AS#CWG\ "G[T[#> '4&V"U:J4UU(=< MM%1#UQ!;(=24N=6^HZ!*$$X(",XR+KCEN+=97=Z1S^M>_VL:)52%U^WZ[8D9 MQ7W,!T.CWM#HJ"$_.=Z21&8,DAV5T5V3G1U\RRLFE^C]=D94)OC27\N] M1D;_BHRN=HSLB;E.=HR$6^^J1KWTX\9 [DK>W[VAGU$FO/G4W3M7\ZDL#&<" MSA711991=7\"7&YG7N ]W+A@F]38&_Y\FM,-+,%SA(!#;"P"Q;];6 #G%@AI_*LP MO?J5-G'W^@']F]..6E94PT+R*Y:8=.:-/9+ FA;<7,CM=ZCT#"Q>++EVOV1; MQ?8\$A?:R*Q*1@89$^4_O:M\V$F(^B\DA%5"^-:$J$J(G-"2F9-U2@V=3Y7< M$F6C$.&]<-JIAPE9Q:10^99AGYF> 'FBR+/*< U;'4$Y.**^@9)66@_K@B%&[']?'*VT4]MC?%LRHQHP< M9O\%S%\Y*/1/; BWZ$39UNK*=;? !=4:3*-O)>C @=IAO)T/1OVI?[MKSO.8 M81#4,4_8]FNV_5:VBT(I[(.**V=TQ3@S#'0'"QWS(H$$>]2D6/7C.%8%+N$. M-Q5K&Q4)D28%A:U;H3SF-VGL/^,?A,,]C0TQMM1-&@>UQL%[*M*I:=YW'IAW MB#;4N)$@K]52H'M/ K=W5":'U5& MGCV:556A:2 ^%/*)?,:DFC5DF_I=WYY/NXCIY/7S39X]H0,WAA0L/]*VI6GBVPX[)O= E283DDEA4DV",4GH?9/RQ4<@/=$^J;5/WJ<]83J6 M!0XI%@Z:1+?C18?#WN9I@( 0( 9 >&PO=V]R:W-H965T_KQ9J55%_(FE6XLY2JI(!3 MM?)UK1@MK*@4?A0$J5]27GF3W*[=J4DN-R!XQ>X4T9NRI.KUF@FY'7NA][YP MSU=K, O^)*_IBCTP>*SO%,[\SDK!2U9I+BNBV'+L7867T] *[(F?G&WUSIB8 M4.92/IG)]V+L!<8C)M@"C F*GV[G]QMJ $F-O(86VOV3;G,UBCRPV&F39BM&#DE?- ME[ZTB=@1A(,]@J@51)\5Q*T@MH$VGMFP9A3H)%=R2Y0YC=;,P.;&JC$:7IEK M? "%NQQU,+EAF --;BEL% >.0[DDPBP2P>FBAAUI>(R4$EH5!-8,Z^X2F'*!ASUP--QS;Z../#I( M_B&!BO9MU_05:S$XG^VHA\Z2P(T.@X\R$QR$WS"M+PDOZPVP @L'ALTT.*M& MT..?AV&XQX&=.A=^(GIL?XH"KU;]&N?T)>R]U#3^N(:V3CD.)?_[Z^^4:-,? M;ZE:\4JC&TM4!1<9RE73%]8AI!U_@G M;U!+ P04 " "C4M2SFE"5(D" !4!P &0 'AL+W=O]XX)^-*JF== !CR6G*A)UYAS/K*]_6B M@)+J"[D&@4^64I74X%2M?+U60','E=R/@F#HEY0);SIV:P]J.I8;PYF !T7T MIBRI^G,#7%83+_3>%A[9JC!VP9^.UW0%,S!/ZP>%,[_-DK,2A&92$ 7+B7<= M7F5#&^\"OC.H=&=,;"5S*9_MY"Z?>($5!!P6QF:@>'N!6^#<)D(9OYN<7KNE M!;OCM^R?7>U8RYQJN)7\!\M-,?%2C^2PI!MN'F7U%9IZ!C;?0G+MKJ1J8@./ M+#;:R+*!44')1'VGKXT/'2!,#@!1 T3' G$#Q,<"20,DSIFZ%.=#1@V=CI6L MB++1F,T.G)F.QO*9L*]]9A0^9V3P3>NQ;U"WW=U? M-!IO:HW1 8T9+"Y(')Z3*(B"'OSV:#P<]>#9\7BZC?MH=NMXU#H>N7SQAQPG M&=,++O5& ?EY/==&X9?QZYUMXW;;V&V;_&?;/OMKII=QBDZ_=$W> M#TK#Z'([*.L-^I=I2WG2*D_>5=[QB-8>5*3P\V:"&2 <6T?ON:H3#SMR MPC"-=PKK"8K2I%_SH-4\^(CF;<7G1(#IDSW84Q3'T8[J_9C!(:.'K>CA44?$ MG4RV6T&?T.'^ZTY'@QVE^T&C41SN2/4[+&PO=V]R:W-H965T7]]#T="?D5[4F1(-O)>-JYJVUWKSU?96M28G5E=@0;IZL MA"RQ-D-9^&HC"TXT[6JQU=<.?3S>X(/=$?]K<2C/R6Y2R,D*;YF^$[L_2"/($LP$4_8_V#6Q@0>RK=*B M;)(-@Y+R^A-_:R9B+P'&)Q)0DX".$Z(3":,F872<$)Y(")N$T,Y,+<7.0XHU MGD^EV %911NTZL).ILTV\BFOZGZOI7E*39Z>_RY$OJ., 3@?3T_/3$H6;45FAD\48_JM#G/\T3<*-)J;XX<,,6-[2XX0G _>V'7@A]VF ]B#H)SE(VB!'Y[/J]A[HWGQ>Z@L-[($QP)XQU*T(^WL-BMTF M KOM!KKWF[K)P/_@@^"29%LI*2_ $BNJ7/W1^3Z,+]MYG2-#MR4_H_/Z+MSO MO$,6G0M#MPV_I)\&O+773X=T.LN$;L_\*.DC+H3KRV=GFNBRIHDZTT27,DW4 M=T(4.I<^ZJP0N:WPI;V+^B;W(TZ=RR&WRS7U>VX_HLZP4'C9HG9.@I[SS=59 MU*AO:" ] ME@7E"C"R,I#!U=CPDO4INQYHL;'GS@>AS2G67JX)SHFL LSSE1#Z:5"]H/VM M8_X=4$L#!!0 ( *-2U(-@H&2600 '(4 9 >&PO=V]R:W-H965T M^8WX/F!%S]$2H@$+WG&Q,)) MI=S=N*Z(4Y)C<I>'S]:OVW*G@5S!H+S;S21Z<*9.B A&[S/Y",_ M_$&:@,+27LPS4?T'AT;6L_L4OS4(<*5$M9J6MPJ>LW/^<)P>:90"S!-PSB=F6KC,";H4@4ER!OU3JCP]3FT^GR;)+0DB##M:JTZ/IH6 M0=NDXW;2L772^WR':5$E?)SB0I6&:7W&G=E'D]G,N#Y=T3.):-Q9P=%T;(ME MTL8RL<:B\*G@R !YB:LJ![+ 3&2XQK*B I"-;IQTG)O[T/ 5K?[NB?8D=&46MB3UK8YM98WNL0&JI:NAIQGL7 MY04\ZA[PDL1HK)UL@A>82\(HBZ:VI85(^XT^3HU&=S@VH 8W]"\ CL;(2<&$ MH7&9(I.L'0Q0MP-H[P$]Z#!=CM$>/0Z_&U M*]N7OI%1]HWTU>T'VOO/"JULY:O1#R>7!8,&,QQ*YF%@Z'(T1#U<,(CZ]O+4 MR(5VYMJQ,!N:J4B3&7D7X$%C9,C,FMS(3NZ/US;J@MF\4P;!T?D+PJGWFM_( MSN_W5#CJXCSTSPNQ\=@@:D[#R&C5FH9(=PED[Q*RH,]XRVW?/9KA*+AHB2-- M6324LH-*''6!&/:T?I/HV+ZV&IW(CDYKB2/;>_CIA)JQR/Y^/;#$#>_(*+"^ M2"(-8V2'\?^H]2YL.SVL6;JNY C:JUUC&=FQ_*YJGW4^E'S?_%%J$.W)R,@D MVI.1[M%A3$[4?I>'6@+$?,]D?6#1CK8'9[?5<='9^ K>1/7QES93G\9]46E$ MF0 9V2B3WO5$^574!USUC>2[ZLAGS:7D>769$IR0HA10SS>;X&:'>#!FT/Q1X8 MF[:(4J*6I..VO[XDK4B*1 FM$>02B](,W[S'QP&9^9&+;S(G1('O!2OEPLN5 MJM[XOMSDI,#RDE>DU%]V7!18Z:'8^[(2!&\MJ6 ^"H+$+S MO>7$L:/"P]Z#R\^TGVNS M_.:_PGMP2]:FZ$7KD-[-L:4%* M27D)!-DMO"OX9H5B0["(SY0<9><9F%3N./]F!M?;A1<81821C3)38/US3U:$ M,3.3UO%_/:G7Q#3$[O/#[.]L\CJ9.RS)BK,O=*ORA9=Z8$MV^,#41W[\F]0) M68$;SJ3]"XXU-O# YB 5+VJR5E#0\O2+O]>%Z!!@-$) -0']+B&L":%-]*3, MIK7&"B_G@A^!,&@]FWFPM;%LG0TMS3+>*J&_4LU3R[\XWQXI8P"76W!=*ESN MZ1TCX$I*HN1K\(_NI NPXD7%2U(J"?AN"-.:50[69$=+J@AXKQ=&@I=KHC!E M\I7F?[I=@Y"HD90-"GH:K,Y% >& ME<[^JN!"T9_8;$V7R--,22?^!4(P[JETH8)D1&;H.=BF*!['"$/7T M##&QZ3N7FJ11DTROHMW21&@+9+9:,J>5G&B/63/Q[!F:,6VBI6K!6S89/%4=#3Z !%6>86"8/6:X-S6K%F=:-E_:(Y,# > M$]0Q?S@IZ/9058S^03?"UAOA/->U1NR6P7UT'*(8CU6W]$3Z= M04*']\5QTM?I0$5I."*T=4AXED7"H?_!H._9+E RLIUAZY)PVB;7W!Q!08D+ M,MF.K3O"Y[!'V/HC/,\@X=#]X"SLU]0!&EWEUB/ATYDD=!@@# :+D[7T-- \Y.ZXTH=(^YCKJSL1!J"_ M[SA7#P-S.6S^&;#\!5!+ P04 " "C4M2YD>I,*H" !M!P &0 'AL M+W=O^F:M@:=.E$D_#(*NGW&1>^.A M^W:GQT.U02ERN-/,;+*,Z]=+D&H[\MK>VX=[L5RA_>"/AVN^A ? Q_6=IIE? M>4E%!KD1*F<:%B/OHGT^&5A[9_!=P-;LC)G-9*[4DYU*C5EFEK3=[LP-7&J2D;D=N_^(":5@7I MV/$4D MI3LC=X\.4'1^=L",FRWVJ8E7*L"IEZ/Q%>_S-1"X03F^H+?>5LM58N!:;"9-P MR7X"U^R64X4%OK)?%W.#FOK\]P?!155PD0NNLRH<0H5-J$+5W4'U^\VDN"+%ATA1$RFND>*HF=2M2-U#I$X3J5LC M=0;-I%Y%ZATBQ4VD7HT4[:N8.*._B0 M2_N@B3.H=6(4_>_$8D/7;6*[\]]%X^\&PO=V]R:W-H965T@-DZGMF-(=U..LUL=ML/G7X@MIPPR\,%D6S_?07&%@1) M!K7.A]C@>XZOKL[509C%2Y9_+9XH9>!;$J?%U>2)L=V[V:Q8/]$D+*;9CJ;\ MDVV6)R'CA_GCK-CE--S4H"2>(7\:'9DV40)38LH2T%.MU>3 M]_#=C5T#ZHC?(_I2M-Z#:B@/6?:U.OBXN9I8548TIFM6483\Y9E>TSBNF'@> M?S>DD^-W5L#V^P-[4 ^>#^8A+.AU%O\1;=C3U60^ 1NZ#?J;-@.R* M;YW%1?T?O.QCB3T!Z[)@6=* >09)E.Y?PV]-(5H !!4 U #04 !N '@H@#0 M,A1@-P![*,!I ,Y0@-L W'JR]M6MIV85LG"YR+,7D%?1G*UZ4\]OC>8S$J65 M%.]9SC^-.(XM5_2!@4MPFZ6/X#/-$U"?^*UD!0O33<3/OEE1%D9Q\78Q8_P+ M*]ALW9!_V),C)?EZ"C"\ ,A"UI?[%7CSO8SE>@2+_^43>//C=W/LD)]D7"L] MU_OR<0H@.961/S@CZ*E9@A$LI\9UH^?ZI4PYEU5SV1JN&9?'42/HJ!%4DV.= M1CZF!K'TH\/'\5VLF.'+,CVNRNRSRO!LU7O3*/6$0+D&U!S/OEDE7] MLN'%D26_9W5:&;W.N1]QZ1)/E[-]S-G6YGS;R>X"T&_KN*R;>=T;C2QWNY>9 MLO#]4 +GVD$XQT$XVD'84\_^ 10TC;(C<([M[#DW/C_1S M,TW/>T)]7=%^Q E5>,> M>T-C^Y)09&N++GP$ZHUD9/N=8.-3:$G[SQ#G&^("0]S->%RW[L(+H=X,S7OP M0\/Q5>A M,%9HZ*RP;YS$DU^T2$)5=17F"O]7=SW!QF=)T=YF.-\0%XS'=;<8PBJ1WBK) M5'&U1W3TPO(0/("ZNG2ENAP4VLU/V"/2V^-(?9Y@(RK[,<3Y MAKA@/*Y;/V'?:)!]F]A(P]R>UL-JKII6X6Y([V[.%"GZQM8-6]@%K9ZGJ0-8X;S#7'!>%RW?L(0D=X: MW*DU7IA8^ 6VSG)32C@&UF^2U+>EH&2'+KTJ]"6A"EUB8318;S0C=7F"C<^2 M?"$WQ/F&N& \KEN_UMU&O278*ETZ.GKA$YB<19=BQ.1J'",<@^AV&LG&(Y%9;KQN:>_;]4-7O"\)HB-YH M1C;,";;]/,DZQA3HFP(# V"WAL(4B=X>\'0NU^9<1R\\@^"S:+/U(Y-^=Z'6 M9G_OX'D*;/U MJX:PHG&DL=K.L87KV(-^ AK:.2?8L&H;:8CS#7'!>%RW?L(=[4'N:-(Y=G_W M!9'B>FC6>H2F>@;KUS!_C-("Q'3+P=;4Y2SY_K&F_0'+=O53-0\98UE2OWVB MX8;F50#_?)OQ/)N#ZD&=X\-ERW\!4$L#!!0 ( *-2U*#"!1"NPP +QD M 9 >&PO=V]R:W-H965T-)W*)%=Q\6^Z#8C".,+7DD.6F!^?%+R;))V=*]%&/FH?4' MSQ')2YY[*8K7%Z]I]D?^3&EA_%BODOS#X+DH-K^-1OG\F:ZC?)AN:,*^>4JS M=52PM]ERE&\R&BTJT'HULDS3&ZVC.!E<7E2??&V4;7E,TS_*-W>+#P.SK!)=T7E1K MDHI5Y,^:=7"X: D47^_9;ZO6L]8\1CF]3E?_B1?%\X=!,# 6]"G:KHJOZ>N$ MUBUR2[YYNLJK?XW7NJPY,.;;O$C7-9C58!TGN_^C'W5/" #B= "L&F = :RN M*]@UP#Z^@MT!<&J M<97OJCF7(5GLR1.2GWX5F3LVYCABLL;^E@8_S0^+A9Q.5VCE7&7 M[%2GG+SO;F@1Q:O\UXM1P2Y60D;SFOAJ1VQU$'_<+H>&Z;XW+-,R6^#7,/PA M^GE ?_]V8[S[>UL=;B1(G,XJC&'T#9T/#9M@=;B5Z >KNB=#OJO]"5=O<3)TIAGE$F4\13-XU5<_&2QR2;Z65XR;YM- M.U:W8BU#I)=+R_-9S%3^78Q>Q"ES6O2HQ!U4HM$JY] J1[)5U[M6W=:M GK, M/7"[.@SB'>@]L.K733.T:=".P!/[WMS_M?>;?[BXW^?BQF.:,0;6C[G!0M^\ MB)(%>]-6)_^D3D=&?O!/C$Q"N-;!H=8!6.M[6A0T,]*GVMJ %<(#9:C#R,3D M48$I4>>\K'0]\>(\W]*%L4T6K"W%,SV>D*W^U3SM5+MM$GZJ2WIHR4E;20\R M$Q%"(0(V^GLR3]?KF+5\ ;>NR<^EDFC12L+%DL!JJ3P_QC4Q,$$^X44F8)%F MF[A4$E@K :,8?QEQPH9I$M6A:[Y]S.-%S-:Y4'=R)25:I)1P+26]Q)2UI_;, MK>'4CJL<_X?>=4&!(EQ7"2RLWV@2IYF1I 7-H99QR2.!EJ[C DA"L,8?Y_.L MU*-J -"\8/' *BK'2)$:>6=KZL$>GDH(.>[)>M!+%YVT%/5!8;*X&ENP&M]& M<6:\1*LM+049:YYUJKKAOL['[>M1=M)2UCTMVVPBUUX+UEYQ!+)Y\'W#5I^E METGG\VV6T61>-7U.,[8>38SY(^068(-#UIEI[;[*8-7I#LSG[(EK2MC 782,.\1[1.MTG1MOJLF<61[\/2:W'IM>2E][T@9TS,6B^S2P(7KNURPMD;W-?8D-^Y*>XPUA8[UQ MK"_U EP--U'$315QL_ZX9K]S!V?##JY[W)3N[B!*W5WNPFP]-VB$.S2P MDU'7U7O[],Z*"P<4-O=7-NRO^HWS>X0-'0?R MP,1RCZ)1V8)3B8+-MG-W;,..PAEZ5D> M5\KS2([T:X0-&PDN=SVNSIMWUP@[,4WDYIW+?9$+.PU_:/;7.E?8(FBKBI(F[6']?L=^[$7'@UU#UNE*2.^S97RR+) MY2+N2BV2E*0N[!O,>ESBO7/>G+M&V+!QX''/X,&>X8U*A[#C2N=Q7^'!ZJXP M8MD7#]&/>+U=0S7@7L&SM3R P\7<@\7\RZ&ORPVPXR%;V8:N6P/T:X390>W M78('+RVL(0N2]@^:>:YIK./5BHV77UN-8T'7%!Y-\K3T/)=#3VJO1D$UQM[I M\T7>B6KLO)!\T6E=M/%, "O;+#63*O6YHQ0H;%S0O;,N5A V-KC:';@B;J*( MFRKB9HJXS_UQ37MQ_^C)WT3L-V M/<*.^T&?>VP?]JG.L&.1ZD#TW,WZ6G:5?.Y%?5V[2F-?9E>I-DCO#2B?NVG_ MG!M08X3-Z9(\1=Q$$3=5Q,WZXYK]SB,/7\L&VQBA93+B.$Z["5214Q5DLUMX M<.3#B\*W2A?,+B%=PD/>V+,:'2&\!]'S4,37LK;TN>_T=:TMQ[[,VK(V2.]E M:,#=7'#69T00-K?K=HLB;J*(FRKB9OUQS7[G3COH\1!D#^E":,L(R&Z/NI21 M4Q5DLUMXL!' :_HW2A?"CDM7P*.6 (Y:[&'0+ET!1,]#BL#1(5T!]YV!E.]4 MD:Z:N7'6XW0'H+:(5-EF&[BC"\YZKQAA8Q;M$"\UW$01-U7$S?KCFOW.W78@ M_R!K+_&":9F0^,[Q?G=M E7D5 79[!;A\!>\)G^K>,'L$N+%XY8 CEML<6.3 MZ=9>O&SH >^0!Q6AENW+D'O/4-?VY3@\W;XD5D?@)5>VV0;NZL)S;G6.$3:[ M:U-?$3=1Q$T5<;/^N&:_<\<=RC]%U$>\$%HF)%:7"5214Q5DLUMXP!'"J_(W MBA?"CHM7R".7$'F4B=5OT7)$O*CM(56V65?NZ$+8%5U7QS2K?GBBM.SO;;+(HM>DUMVV MLVHW"*>%37#AP#1R7K#G^##^,BICRIS:9N/X4(WRM88A0TSA%+,)^T'%G GC M/:]X@K%CX^EV7U8<2HX?0".)F);0!%C8%:RE]<0@,84SV*:6_5]B"D>BS5ZR M_)ZUB;4@*E^M6%NR)6:V M.VD/]S/O2Q<3IPNC>$U9R:LHIRW1T%%EA0/8IA8%)Z9PM-I$-%Q%%S%2@@@C M,86CVB8LL@H&>XB3%4$R"@63!T&^H7O-+4'!-V3;$=!M(OHW>9H/I M3,QL0G(,@F7'2#,:+Y->*7L$T;6TG*LB0I()8B'1+C^&<\C88\RC#6M(1UZE MFE",W +7;5WSR94]JKN@NTB*"=4$;7O>1KJ4DPQM1]42-!?)5O&&3$@U,Y 0 M[A-1P(DLBAN[?E%_Y"7@>B)[$#$3([ M$"19@>) X(D.E!9FE]AI 33*"$9 4&R$73; MY:PK<"%[ =&3OH (^0O(61,87&%TZ*T2X70_08[WG\T>?18"0@X HB<) !&R M !"Y- #2UD'H3-0Z@L0BA_V(N2NU/+!#A"/\!#G#W]L>V+D=Y,:' M<,*>($?LSV:/7K-%4%<]1_2)<$:?G/60_A5&UWDW<23\ D#YNQX/4;9DO&ULG59M;]HP$/XK5K1)K;21D/"V"I"@;%H_5$*MNGV8 M]L$D![%JQYEM2OGW.]LAHVW(V/A _'+/<\_=.>>,=U(]ZAS D&?!"ST)3?66;R23 *2 9KNN7F3NZ^0A5/W_*EDFOW3W;> M=I@$)-UJ(T4%1@6"%?Y)GZL\' &Z@Q. N +$KP&]$X"D B3G GH5H.5A00Z=C)7=$66MDLP.73(?&\%EARWYO%.XRQ)GI9U%RN0<@[A?DXMWE.#0HQ-*%:>5T[IW&)YQV M8W(K"Y-K\KG(('M)$&($=1CQ(8QYW,JX@+1#DNX'$D=QU"#H^FQX]U,#?'$^ M?-0235(7)7%\R0F^I=0&7&'P!3.'TFCR8[;21N&K\K/%2:]VTG-.>J><@$J1 M'=]M(M<$JG.@28J546RUM>76]J@QL15--6ZG[T>=*'K?HK-?Z^RW$E4G5*$4 MD^:LV+Q02$K< 9KF)).<4T4H*:DR+&4EQ=35IJ";0O">A\ZS;9!/TZC3'X=/ M#7('M=S!/Z0UE0)U[+UV3.[_9;K=8_*71 ]KY<-S$@WD";2Q><;4,IDU"6HG MBLD>J-(MDD:UI-%YM7^9*FQ'9%7UJ]+VJR:-GKE_5-M!$KE?76#?&MX:CKI- MAHNWAL/HE:&/,CSJQP+4QMUKMM[;POB>5J_65^?,W1BOUN=XI?H;\ ^-OX]O MJ=HP3 6'-5)&G2'*4OZ.\Q,C2]?U5]+@'>*&.7X6@+(&N+^6TAPFUD']H3'] M#5!+ P04 " "C4M2T0H '%,& #_&P &0 'AL+W=OR_/(2_ON9).=UP\RA4A"CQE*9-G MO952ZX^#@8Q7),.RS]>$Z3L++C*L]*E8#N1:$)Q8IRP=H" 8#3),6>_\U%Z[ M$^>G?*-2RLB= '*395@\7Y*4[\YZL+>_\(4N5\I<&)R?KO&2W!/UL+X3^FQ0 M1DEH1IBDG %!%F>]"_CQ4S@T#M;B&R4[63L&ALJ<\T=S",5SPIGC2"C+/_%3\5$U!S0L,,!%0ZHX0"C M#H>P< A?ZA 5#M%+'8:%P_"E#J/"863G/I\L.],SK/#YJ> [((RUCF8.[')9 M;SW!E)G,NE="WZ7:3YW?*QX_?KC4:Y. BQT6B028)>"S6A$!KK]OJ'H&-TPJ ML='II"3X "Z2A)JDP*F^D:>V29%W,Z(P3>5[;?)P/P/O?GH/?@(#(%=8$ DH M P^,*GFB+^KC6YJFVDN>#I0F8: ,X@+P90X8=0"&"-QRIE827+.$)(*9/(O#Z"H!!190%$'( TBT\-+D^:Z$DHBMGI(G;: Z:IG M+Q+6LB*$]?%)/*("EY#'%9OOOJ%H!DJU3_DQT4=A3L'6B5;V<NHHA'J@(4J6.C_@V5_8[-4 MA9.]V5VRCXR-P#/!0H(AR/(V!TY!@I^E1PMAIAOZ#RMQA7YU/>@ UGO&:T%CHO>96:A8CZZ?HLR66F J='M= MZ;%S!?T#3H;](/C9A[W24.@7T>N4+ND\);4"$.NL$'2^L;.J$9LY/":PUT>& M@0[$>?=XS#$X1K726>@7VC(UFPNE4W/?E)57W1NKK98(HGIW5E2[MATW!2H*A7X,;5/F.$2%7=%UPQ5LB3#HV1/W)M#D) M;;/IM-_JJ!QF,(!]-.J8@TJNH5^O[W,JFA3?")._'5TZE7*#6>S>AVTYCCSM M.*H4&?D5^HDK?$'P;Y1!5VH;\^O)-/U50MO0(U)$ 42Y0/C"5'B&_ M'IF)!O^XZ5D&!'1,4FF)/$CSL>DJC4"/G5Z$<3\^N.^\:MI %-WDAB M5I4:^2OU"];3'R!T%8QB05_A>?A>JJKIH;^FYQWOY[5JOW8\C%@5]_"-%/>P M*N[A?RWN1P(<+^YA[56@O[CG,VZ;EQ/3:6NM-\$!80EX1QE(>)J:)QT--N]L MWCL!A^T.)$3]CD?/L)* T/]B\"M7. 74---,TKCV]BUORO)$*9^WDY/NYX%B MI/I#Z+CYLL=A Z/FZQZ743#N8%HI2^BO[;_H;#2/IV;.\P[2/='#5C?5[)P= M)J&C<7:8#<,(M1NS0>V[14;$TGYA,H\X&Z;R]_?EU?(KUH7]=M.X?@D_SO)O M4568_-/8+19+O< @)0L=,NB/-3:1?VW*3Q1?VZ\C_\7U!+ P04 " "C4M2Y Y(104$ !U#@ &0 'AL+W=O MU ^^W/-B% 8K+TWD >_C.>WSB>L2=[REYY@;$ /^J* M\*E5"+']X#@\*W"-N$VWF,@W:\IJ).0MVSA\RS#*M5%=.9[K1DZ-2F+-)OK9 M YM-:".JDN '!GA3UXC]7."*[J<6M(X/'LM-(=0#9S;9H@U>8?&T?6#RSNF\ MY&6-"2\I 0ROI]8$?_6@3<68 HRL&7FO@]0V"*P9^ M:^#?:A"T!H'.S %%YV&)!)I-&-T#IM32F[K0R=36$K\D:MY7@LFWI;03LY6@ MV>O=0F8N!_,]8CD'B.3@7U%@!CY^;TKQ$WPF7+!&3K;@X ZL#E\(H&OPB.6+ M,A/25OL!3Z24FKF:2V7X;HD%*BO^7IH]KIZ4]>_ ;Q #//C7TG UX(V7 [+ M)XZ03"HR)VOC7QSB]Z[$#SWPA1)1Z[F&@.YO-H>IP7QYNWDR0N-W\^MK?_X5?RKM(VZ"SDV@W017W"SPIB2D M)!NYR"I$,@S>R7D[S.![TZP=W$7:G:H]NUD ?9G.W7DFAR(OCN"E:#D4P30X MB2YPP@XG',7YFR&BOMHW(,+!T'[B>CV(HILC-G! &/4X#*JH M+UH:1'X2F3F2CB,9Y9#5YQ=61S*((/22L,4=7@D=("W5,+!9+&MAQG\P@@QZT_;2/9A*ZL7U6K"[9O!.;=VLENA'-,X0"$SM-^W!&86#[ M?A_NBL=KG0*>&BCT?Z%"WR+9"H)EU!KZ=*U8QD7.YQQ#C>";O6N_X4*>8;0EX4\%V*F M!/+]FE)QO%$#="?-V7]02P,$% @ HU+4@7$]E% !0 "Q8 !D !X M;"]W;W)K&ULK5AM;]LV$/XKA%<,#9#8(O5F=XD! MOW1;@14-$J3],.P#+=$V44ET23I._OU(299DBZ+5H/D02]3=\9X['A\>;P^, M?Q=;0B1X29-,W VV4NX^C$8BVI(4BR';D4Q]63.>8JE>^68D=IS@.%=*DQ%R MG&"48IH-IK?YV#V?WK*]3&A&[CD0^S3%_'5.$G:X&\#!<>"!;K92#XRFMSN\ M(8]$/NWNN7H;559BFI),4)8!3M9W@QG\L$2^5L@EOE)R$(UGH*&L&/NN7S[% M=P-'>T02$DEM JN?9[(@2:(M*3]^E$8'U9Q:L?E\M/YG#EZ!66%!%BSY1F.Y MO1N,!R F:[Q/Y ,[_$U*0+F#$4M$_A\<2EEG **]D"PME94'*AX)8*;E\%KU3P\L@44/(X++'$TUO.#H!K:65-/^3!S+45 M?)KIO#]*KKY2I2>GCY)%WV_F*G(QF!TPCP7 60R^R"WAX..//96OX%,F)-^K M9$L!;L!CL4( 6X-<&7S9Y1F-6J79S>VZ' MO3(+%DM>9J\P5^;PR):XP%^3F]$[T/(4N MA+[CJ*@^-P-J$ Q#QVD)+@V"?N"[3<$3:'X%S;="^XOC3*I:N #(;TU_CJ0M MX<(VC+:4[WJH$T50H0BL*#Z^$!Y1<1E'T)K_QD7(D!B3H!L:$F,01,YDW DI MK""%5D@+OR$-*X@C>U9RN*?J*%QRXMQ M,&E[NVC+F6MM:1 \K[436),*UJ3/XL.KA L-$^HG8RD*T4HQ\WP$M9)R[7 M\;J+&SHUVSE6W[X2H:M;4QQYV:FSAWJ1##RK88#74KGXT[Z6,]H2<^IL@YJA M=TXA8=G.(ZHG0&_;SF"4)Y@+L5#!R M_&;XA>FPN8P<-)R$9\O2*.<,(3Q;E0:YB3]$;D :YL3]T/*?^:R$U MZ(2P:?L4:$W,T,[,IP30$ZAO"KL[1)-SI"9!" V)-%H,AZ@+7TW9\ )GM]F@ M)\C Y)(_#/USD$&O4ET:Y4Y*]11B3>'0SN%]F:$G[M"<7'_2X6?-R]!.S&]E MB9Y^CPWA/4G7J=LU[\*)E2\>]90WJ[R76[!TI[IS7+1F7&U^&Z([.+!Z!4VY M>_R:#^>]W_6Q4[L&LSBF^A$G8$E%E#"QU\W:O[.5Z@55L_Z?K;VJZ1C9Z?B! MZ*L)O>P7JG/3=O=JPG_H6JW_3QEX)2J:5]=@7M9$QYHQ!?G"Q*BP#<8@+5I& MU3S&^-76'*&:MQ'\%:AZ5(,1F7WR(S+T$\CJ@P*R'Q1Z(GM#_1B1VIUY2P[K MXP*R'Q=FFPTG&RP)H HHS02-P#-.]N1MJ[&8S&^4/'+'YGI'-?4C._5;?'SK MVC+VWQU^ULR-[,QM\?-7K12_1WQ'C5NRE/!-?MLH0,3VF2SNA*K1ZD9SEM_C MG8W/X8=E<2]9FRFN23]CKD[2 B1DK4PZ:D\? %[.6 MX)AP+:"^KQF3QQ<]077_._T?4$L#!!0 ( *-2U*EN5:P%0, )@' 9 M >&PO=V]R:W-H965T[Q\\]9]^-]U)M M=8IHX",3N9YXJ3'%O>_K*,6,Z:XL,*>=1*J,&9JJC:\+A2QV3IGPPU[OUL\8 MS[WIV*VMU'0L2R-XCBL%NLPRI@YS%'(_\0+ON/#"-ZFQ"_YT7+ -OJ+Y4:P4 MS?P&)>89YIK+'!0F$V\6W,]'UMX9_.2XUR=CL)&LI=S:R6,\\7J6$ J,C$5@ M]-OA H6P0$3CO<;TFB.MX^GXB/[5Q4ZQK)G&A11O/#;IQ!MY$&/"2F%>Y/X; MUO'<6+Q("NV^L*]M>QY$I38RJYV)0<;SZL\^:AU.',*;"PYA[1 ZWM5!CN62 M&38=*[D'9:T)S0YFKT9&V\ZWDMN#O"8:Z-*RH31T($W%Z@UWZ&BO,%,4T8+J[$&F,:CL]]@T%::GZ41W0O HH MO!!0$+KS4@T/>8SQOP ^J=-(%!XEFH>MB$N,NM /OD#8"T:?P >=,H6Z!;G? MB-]WR/U+XEN@SMJ)OY 9/33-W%V=*<7R#5K)87V 4[L5.[AEERSX]9T@X=%@ MIG^W$!HTA :.T. "H1>NMYU$(0*GE%&0!A0S>"X+[4!A=S#\W$+HIB%TTXKS M\%'0\Z6P=U*0-(*NXSDR[2#]L#L*VMC<-FQN_X^-X G"%<_A@$SIZW.4VI'Z ME2?<059=UF $,3NT7:IA0W+8"KWD.QXC/;L#1Q&?H];N'W2#5K%]1*\ZQ M3G1872?H-G$JHR1?PKB"'1,EVH(AZ]JQH3MO=^-2V=) %%L5INV,ZNJ M[5_SJF<],;7A1%U@0JZ][I NHJKZ0#4QLG"U=RT-57(W3*EUHK(&M)](:8X3 M>T#3C*=_ %!+ P04 " "C4M2ELH")ZH" !'!P &0 'AL+W=O<>\_QC:\':ZE>] + D+>*"SWT%L8L M;WQ?%PNHJ.[))0C\,I.JH@:G:N[KI0):.E+%_2@(,K^B3'BC@5M[5*.!7!G. M!#PJHE=51=7?,7"Y'GJAMUEX8O.%L0O^:+"D5X^*ISY;92252 TDX(H MF V]V_ FSRS> 7XP6.NM,;%.IE*^V,E].?0"*P@X%,9&H/AZA3O@W 9"&7^: MF%Z;TA*WQYOH7YQW]#*E&NXD_\E*LQAZ5QXI8497W#S)]5=H_*0V7B&Y=D^R M;K"!1XJ5-K)JR*B@8J)^T[=F'[8(87:$$#6$:)^0'"'$#2'^*"%I"(G;F=J* MVX><&CH:*+DFRJ(QFAVXS71LM,^$+?O$*/S*D&=&]Z*0%9#O] TTN20Y3K1A M!:&B)+BQN&V"-)AO4FLR!OS5@.S0SG,PE'%]@0&>)SDY/[L@9X0)\L XQ^+J M@6]0JDWH%XVL<2TK.B(KC,B#%&:AR6=10KD;P$>/K=%H8W0'V GG^1,%USJ%5;EU^U4&X5'Z?>) M%$F;(G$IDB,IGGN3WJ'"U:S4L6Q3>1U=1G&:#/S7[=WLHL)^M(O)NYCX';*C M.6TUIRJB^OUTSU$7DURE>X[\K193@9J[5JU)(5?" MU(>P76UO@UO7!/?6QWA+U$W]/4Q]Q3Q0-6="$PXS#!GT^JA(U6V[GABY=(UL M*@VV13=&PO=V]R:W-H965T\5]B R#1H2JIF#D;*;=%;D4*ZLRG9NZ!SZ=L)\N"P@-'8E=5A/^YA9+M9X[OO$X\%NN-U!/N?+HE M:UB"?-H^<#5RVRA940$5!:.(0SYS/OLWJ1]H@D'\*& O3NZ1MO+,V"\]N,MF MCJ<500DKJ4,0=7F!!92ECJ1T_&Z".FU.33R]?XW^U9A79IZ)@ 4K?Q:9W,R< MV$$9Y&17RD>V_P:-H;&.MV*E,+]HWV ]!ZUV0K*J(2L%54'K*SDTA3@A^-$% M FX(N$L(+Q""AA"\E1 VA-!4IK9BZI 22>93SO:(:[2*IF],,0U;V2^H7O>E MY.IIH7AR?D=7K +TG1Q H$]H62\_8CEZX.RE,,NKWBYTAKM*09*B%->*\;1, MT=6':_0!%13=%V6I&&+J2J5-9W!7C8[;6@>^H,/'Z)Y1N1'H"\T@.P_@*E.M M,_SJ[!8/1DQA-4*!_Q%A#WL608LWT_W$0D_?3H\'W 3M.@4F7G AWF+'.5"I MBFS609(#NGH&"GDAKQ$\$*>I]%RA'+(@)/2MHHU>VS8 M^DQYF7\*_*G[-6^7A0^5(2"3;)-2TZR>5U!/<1 MN -)^Y 0V_5&K=YH4*\ZMM2A1&V*HUZRI%/ 11_B)W%'LP433>RB)ZWHR:!H MRVO8O'PV'Y.>@&C<\=&'X"3L^.AC@F1L]Q&W/N+![91"#LI)]N[]E+2)DO_: M3TG/F]I/W2)90..@4R0+!D\">Y5\[_AU\-ZWJ1K>6;[>XMI 24>W#8,OK*Y_ M\E7SW[NY&N990M^+N](M*-S3;@UU03L^:L>#VM_T;EJ=X;Z<,.XYLZ 2O^O, M @I.BG1N[?@1\X-!:W?_ZBCH?VY"''0=]5'8Z^X/"RCN'H;N21]5 5^;?E2@ M%=M163<>[6S;\WXVG5YG_E;WPJ8_.X:I&^E[PM<%%:B$7(7T1A,EB->]:3V0 M;&NZM6]G;C>JGP>N >IYSIA\'>@$[3^$^5]02P,$% @ HU+4G9/ M!"4_!0 PA4 !D !X;"]W;W)K&ULK5C;;MLX M$/T5PNA# [212:#YYEP#0DWYVH#$M\LE4ZX MQ5N]\LQ& X^<4Q)[K-\?>@D7LC>;NF??]&RJ4AL+"=\T,6F2>6642"0@C5"2:%A>]"[IAVO?.3B+[P*V M9N>:9*DLE/J1W=Q$%[U^A@AB"&T6@N/? WR$.,XB(8Z?1=!>.6;FN'O]'/V3 M2QZ367 #'U7\IXCL^J(W[I$(ECR-[:W:_@9%0H,L7JABXW[)MK#M]TB8&JN2 MPAD1)$+F__RQ*,2. QVV.+#"@>T[!"T.?N'@'^L0% [!L0Z#PL&E[N6YN\+- MN>6SJ59;HC-KC)9=N.H[;ZR7D%FCW%F-;P7ZV=F-#%4"Y _^"(:\)Y=1)+() MY#&YD7D;9M/Y=@Z6B]B.D&M/R1;/@37\1 N+5:+%+K;JPBV,SAC_?9LHX(&B/7&==> M3-_&#TN1%ZH,R]4%GZM]YG.9+@L?( ML5R&T(0^#S+<&9C1X1[^NLUHU QN6((;=H+#.4>M,$#>1I!?G64S]/7WS^3A M.-S#&B;J3YI!C4I0HTY0]S(2)N\#G';@6@JY,D0M"=(+TKA$C5H8$0FN!33R MR*@&:CQHQC0N,8T/8-(0JI44OQ!2UK$+D+ 4MG'X<6UX/QCLS66#37_/9EZW M81/_IERNQ:VY1QM,X(B+9H&(36"[!";P6IV]#Q>*\@33;]YF1IOY*S_H%T0]"H53)G(F6VY9^*T;8!1;LY]=@X[>L7KHCQ?3 ^CT:(JW7CNU#I+5FVI^!3I.72; J M"=:9Q">(0/.X0V9HI6'T]")&*Q6CW3+V%;?AN.'&-D=&(K$RAH1O:2E5HMZSTIH=KL.* FY-:9$B-"N@=R?WYV39=ZSNWN8$$D#?J: =.+$*OW?,D;K.L982\:5D-%N);NS M-9)^&:F2"3HY^5IC%2VS;EI^S5IC=8X=^7YSQ5A%LNP0R9YXJ;$&+J8MK^JO4:Z#-H MHT]6T2<[M$$_=>\UL.BHA5181:.LFT9/V'MUSL.UT5;'BO58-^O=W-YUM4;% M>>STG.=7G.=W,Z'WMW-6E8!>N4-" M;#"52IN?]91/RX/(2W?\MO?\BGZ8Y\>)59C\=/,+URLA#8EAB2'[YR-$I/,# MP_S&JHT[$5LH:U7B+M? ,?7, -\OE;+/-]D Y;'M[%]02P,$% @ HU+ M4A9=0C/$ P &ULE9=1 M<]HX$,>_BL;3AW;FB"V#L7?EZ4&J![T%,.2I%)6>!5MC=M=AJ/,ME$Q?R1U4^&0M5 5W"BB]V7)U/,7$/(P"VCP MT-0ZU!;__H;3@A(;+Y="U[_D<+*- I+OM9'ER1D) M2EX=_]G328@+!SKJ<(A/#O%['88GAV&]T"-9O:PE,VP^5?) E+7&:/:BUJ;V MQM7PRF[CG5'XE*.?F7^M0),!6'W_&V#2 M62W)=4_881-V6(<==82]4?*1UZF!F8GO=J[V. <\8;9J\*IVC)?4\6RN/LXG M=!H^7BKCFM H:FQ><8X:SE$O9[-\(9^9,,^8R0>F"B_A,=+XX MXX9\W$M^9V3^,+!%J2"8E7;OF:UU/L2Q,WW:UM8UR<9^P+0!3-]Z2U%8W'4K M*/S:\QT6=./#2YVY'0%=$QK%?KZLXUR;M$(U&YQ80]0+]E(8)V_O:E]BO:"?@-,YDJS2M(/SW"-H M_&8)>J^C3PNT&@U'KM$INDK16QU/^,>!D;OZD+R2!H_<]>46OXI M60-\OI;2O SLN;OYSIK_!E!+ P04 " "C4M2RK^%5ML$ "%$0 &0 M 'AL+W=O;B$1Z)&6G^^MWE&79%FDU>TDD^7OD?72GNY/& M.ZE>]1K D+<\$_JNLS9F\RD(=+*&G.D;N0&!ORRERIG!4[4*]$8!2TNC/ NB M,!P$.>.B,QF7UY[49"P+DW$!3XKH(L^9^O$ F=S==6CG<.&9K];&7@@FXPU; MP1S,R^9)X5E0KY+R'(3F4A %R[O./?TTHR-K4"K^X+#3)\?$HBRD?+4GW]*[ M3F@]@@P28Y=@^&\+4\@RNQ+Z\4^U:*?>TQJ>'A]6_U+"(\R":9C*[$^>FO5= M9]0A*2Q9D9EGN?L*%5#?KI?(3)=_R:[2AAV2%-K(O#)&#W(N]O_96W4C3@SH MX()!5!E$38/>!8.X,HC?:]"K#'KEG=FCE/=AQ@R;C)7<$675N)H]*&]F:8WX M7-BXSXW"7SG:F9M1H'!N&LBT%2@3SL0:(+(#0BC[C_6I//(H7T?($ [TI]:Z+# MK7F(6E><07)#8OJ11&$4>AR:OMN!)C.NDTSJ M J/RU_U"&X4/W]\M6_3J+7KE%KWV+0QN<;4 4MNK@F\88G20)@A9@WDY69^ M0Y95/NDZPY1-)\RYB/[B"_U^WWZYKZUDVTEW,(C&P?8T'*Z(#N)SS0L-@HT,)6L"1,I%M(M=H@-UGM#$@4I-SZP@>M2U&N0^33]!II/$_O1 MAC7:L!7M\UL"6I:PS=BR>ODHAXYWS>BY MBBYM)J)/$_H91S7CJ#U\0D$B5X+_:Z%.26T(#[1<&$Q.[0W@R'$J;K*Y$CIL MH+F22]&[K&RW82O*,YA""9MS&R6WO!R?C"J@6VS\32_T/ R-6C#UB6BC/,Y\HN$% MG)/I@;;B&,6W;/7_'J!JR5-'^DT@5]+,LE;).4UTI(E::>S$4_8O\,$T17B^85S9TNUE MBCT/M)-?KJC9CGSK#"X@'><)VCY0S ;J6U&.!DD;,,-'N+@HB^$I^>&IQ\W M45R1@](F.223T0D&FQU&!ML\*U=2#&8<58-]6#F0M/&YG=W@\S9_VFD0>47RI-!]'!-H^ M(WS'^51]) +\#XK;L9LE=NK11+3INT=SJ7 =.S]M;_UMD[<79N0.U+W(>59< M510V>Z1'-&KR!"?OISFH5?F>K[%1%,+LW\?JJ_6WA/OR#;IQ_<%^8RC?>X_+ M[#]0/#*UXOBVF<$2EPQOANB0VK_S[T^,W)1OP0MI\)VZ/%P#P_2U OQ]*:4Y MG-@-ZB\OD_\ 4$L#!!0 ( *-2U+1#'9QFP, ,(+ 9 >&PO=V]R M:W-H965TGVH[L&;#L7.VLVSOK[^QDTTA"6&ENQ=([.^,Y^/Q.#,_2O5#'P , M>H"74"6\Y M=V,;M9S+TG F8*.(+O. 3SM=@H?/,; M+QG+06@F!5&P6WCWX:#HSYY)A;E2QHR23*JM&;?7";Z:P1GPF;]T>C<):AG5E^$:G, M@?Q!7T"3&_)5I* ,'A<[0C92,YL=3=XG@*-!O",H>V"<6\7< M-QB-]>FG]DM&X4<2 M!5'0$]#ZS>;AK,<\>;OY=(!FU&1FY/R-+OC;0BI%RCBCKD#D#I.C<&POV#^0 MN?RL0,".&?V1?'Y)>9DQL2?WN2R%T613Y=$.&8GS% ]/;;8%4RI,ZO>MY)Q@ M^1RIROX:"#EN0HY=R/&%D%>P9\(M^40YQ:/4=RHJ%V/GPMY*S\M1,)[[SZ>) MZFJBV>A*I@ 4<&IP_^S$ ; R ME0)AR$^@J@^R6F=R$EPX:3'V2*(68E<2Q?V$DX9P\C\0%HI)Y=AZZWK2C7S: M@NM*6BE.NHJH'^VN0;L;1,/Z^^]H=YVH;EI)67)?]VA:598,2LXA3OJ!D2G M]WQ%X)\T-SFHO6L2-4GM9Z[J#9K1IA&]=^U7:WQE&U37-/UR4W6W#U3AATL3 M#CMT&=S>842J:ABK%R,+UT(]28,-F7L\8),-R@IP?B>E>7VQ"S1M^_)?4$L# M!!0 ( *-2U*$"G_0/0D /&PO=V]R:W-H965TCB;7+CO;Q-?"I0M_H/1$VL\ SF4>T*^RP\WZ=G$D8A0AI9< MJH#BORVZ0EDF-0D<_RBED[I/*=A\?M'^L1R\&,P]9.B*9'_BE*_.)LD$I.@! M;C+^A3Q]0FI H=2W)!DK_X(GU=:9@.6&<;)6P@+!&N?5__"'FHB&@!_U"'A* MP-L3"-P> 5\)^'L"KM\C$"B!8!]2W",0*H%POX>@1R!2 M&>@-Q]:_>+O)C;+>T]JQRK],IKR.'Y*25/@,KV M0I]\*%V[E!?.B'.Y"A>< L_QG&^+:_#VS3O=3?6W0^F56>DU6IX W]W1NB4<#=!\/0!N M5"GND/XP&)<['S[:CV:MOVVR$^!%E=8.\5^'@TIZ,7P:HL2Q*+D9CB3L5?+; M<"5>KY+?ARMQ>I7<#E;B1%U*9F+!UJO6JU>M5VKU^U9M!AD#Y$$MV[]NQ>_@ MAJ,U^]N@W:^U^Z7VH%<[83A_! \(B;5=0)R"_X$W7F2\WYZ[WNEL MV]%W4/<=F/LFZ[7@&R;'-05BO4H@!7E"%!2(+E'.16[0M>C,:D/GQ''^U;6L M#I?;&5=8CRL.L9[:OPO9LNT[W=$7.QHAN,L:<:@)VS0S\&G,Z;\7 1DB:S&_A0.J3$<=MP>GYBC/S%%_;-;W H:PD4JPJ3RK8H 3@.!R54%: M"0)#=*H!"[QR_]R)-.@([3TH-=UYYI3YL&Q+*6M"B/T.[O\PH.$N8,V?GID_ M%XABX8L70&?5UF6E.="+QUA6F@@]M.DSVW+?/>S6E>F9*/7:+ M>&G1V[M'O+8(>K9-HJ]9V3>S%2(1.9N(^6"(;M'D')@F7P<;WQQL M;G+,,ZE#F9NG(:AC-NH&9$@V&^2 W@95)_L '&423:# ?P2"A M9L?PP/3Y:(-8.G(MJ72H"3A.7==P*P\Y%)F MR.L#AY>K R+_$R,55N$4Y@Q65W+,6_S+L'UJ&QDV[J$FU_! ^EZG#@ MWC=L5!&/YM6##TE#S:/A&#P::AX-+>>[HWA+?)BW: H-S13Z9U6]-8U<$V(X M!B%&FA CRRGOL6;$:(SM=Z19+!K$8H=X0?N:@MD+- M&EA/=L;V@74'K\X)84VL\B%IM M)_RQ)L)XC,)9K,DK-I/78?64N%TG/$89/];T%)OIZ2<+I'&[A.]& MK0JILOR@MKOC:-P+,V>%KUQ-5;T9JJEJ3-9VN^/1C!N;&??5JZYQQ[VQ'I": MBF,S%7\E\C:XSL#3^F92^>*$<)_[9U"!+'UXV95@0@;D!5*1U"^EKUOVVE<6 M2)ZM$)1HSD[,G-VXW7X'$<[(N'U<("E>5#<3O#T2L)/5!OCQ1O^MT_G]02P,$% @ HU+ M4I^1O&ULC57+ M;MLP$/P50N@A 5+K9J"EM46$$A62BI._[Y*2%<66 MC>@@DJ* '%XDSMU%)6 :Y8B(G$C839^;?+".#MX#?#':J-2;&R5J( M)S/YD4P[Q7_V:]HY+FC!-.5DI47\1+Z254HE*/( 12GC%#X'4DM/@TW;_NH"\_3Q^=<1,V MI0JM7GA"[_:Y9/J-_)VME99X7OZ=T>PWFGVKV3^A^;/,UB")V.RK*=N%QW)6 MX5E&O8]\XS=E_8F'^,&40=N>8P;#C_B/E@<-!8'9RW.7D!B M R.%9#&^T:WU9-TE@G,JU7NTTVBE/VPEYGO7O='HP&<'+ AZP^# 9@?,'_:\ MH-MEU+B,SKK\)P\AY74H%VYX6'5CC'1*#RPJEN@W>9ZFZZHW++,;HP=UT@:VE(40S[;S.9T$DT@:?M M(_JGHGA3S((H.A/\.TOU9A(, Y#2%=EQ_54<_J!503V+MQ1<%9_@4,V- K#< M*2VR*MADD+&\_"8_JHTX"8#]E@!4!:"? ^*6 %P%X$L#XBH@+G:F+*78AX1H M,AU+<0#2SC9HME%L9A%MRF>YY7VNI7G*3)R>SLB6:<+!7(OE,_@-S$O^@5B! MA.U92O-4@80N.9$T!5<)U81Q=6UF/LT3#W/*7I:X#0E%C7B8YUWJ-. M1%/"#<#P(T 1BAH2FET<#D<-XH49 MUYAQ@8G;O!5#V M7=@(GE+9>'9+U-Y)+O&P.9-!G2PAASZH7-4+S#R1N=LU$0G M:MY$&#DMBWP0.JM@7S$Z:$GF1%AA9S(/Q+R>9^F$R.$A/X1"IRJP6U;>16F% M?2&G3I5@[(?3^.*W%#H%@]T2]F7'7P"*S[/J) CV/;'JM 5VB\O[6!W\@O!" M)TYPZ(?5X1M6>U%+,D[(8+>2_27V-%N8;3BOOLAI$8K\$(N2&V@KV$6.3T#%UHDP9GG1=R@H0\^23D9 ;Y$G<9@?ZXIP8VNJ8U8)U+8BVM* M\%O7],8+AR=W2!F5Z^(N3H&EV.6ZO&:I1^O[OKOBENNG\7MXFY2W=@ZFO$1\ M('+-<@4X71G(Z&9@$I+EO5S9T6);W%0MA-8B*YH;2DQ5=H)YOA)"'SMV@?IV M=/H_4$L#!!0 ( *-2U+4NJ=JYP( ,X' 9 >&PO=V]R:W-H965T MLFT!J20B0M1T@M;!IG=JM*NKV,.W! M) >)ZMC,=J#]]SL[:<:ZP+II+V []WUWWYWO/-Q(=:=31 /W.1=ZY*7&K$Y] M7\ M*]!%GC/U<(Y<;D9>UWL\N,F6J;$'_GBX8DN6B,+X7G%Z MM4L+W%X_LK]SVDG+G&F<2/XE2TPZ\HX]2'#!"FYNY.8]5GH&EB^67+M?V%2V M@0=QH8W,*S!%D&>B_&?W51ZV -UH!R"L .%30'\'H%L\%]"M WV6FE.+R M,&6&C8=*;D!9:V*S"Y=,AR;YF;!EGQE%7S/"F?&$K3+#.,R,C._@",[BN,@+ MS@PF\,FDJ& B<[I0J:WT&N%2:@VM*1J6<=TF0-@9O(36JQ?'O:C_)AH$%"3G M5-$VS%!D4L%':5##M$ (@S DQ.UL"JV#-AQ )N"JM-9#WY :&Y,?5Y&?EY&' M.R+OAG EA4DUO!4))K\2^)2&.A?A8R[.P[V,4XP[T.L>VD"#AH FSX9W3QK@ MT_WP#X4@>.#@@SUJ>G5E>XZOMX/O3Y6\$+',$5JVHFWX>DEPN#"8ZV][G/=K MYWWGO+_#.?4D=9R@&ZP4BO@!C&)"4S"VUY@2<7*,NGT(@J:;7(!A]TVW MH'0T<([L$%N/CR)*[WJ[, TV-H?K!@6#6L'@_RF8(PU@W*5@\'MT)\$3!0TV MW9-F!5&M(-JKH.H_8?OOD'K-H$)M0-&-:(IR/QFU>?"RJ2?^#3;]:UB9 G]K MTN6HEN[%T!#+0IBRT>O3^E$Z<[/XR?EY]W12OBT_:&PO=V]R:W-H965TUW-S0IDS&95K2S$9\;7**,.E +G.9YCQ[=CQ MG=W"#4U291;.Q,_?.%'QA :?&=XE;N MC<&$.Q)G4:GP:X/]ZQ?RZ#U\'< M$XESGOV@D4K'SL"!"&.RSM0-WW[!.J"NX0MY)LM?V-:VG@/A6BJ>UV"M(*>L M^I*G^B#V )KG,""H <'?@,X10+L&M-\*Z-2 3GDR52CE.2R((I.1X%L0QEJS MF4%YF"5:AT^9R?M*";U+-4Y-YJ2@BF2P4CQ\@$]P$<N1V^ MP' '#[P#\,6;X?[0$DV[R5>[Y.LM9_BHI>0HI9!(6@7(#BNO#UOJ3F$CCT9[%S][LM MS_M@$=EK1/:L1',B4]"G(6F$@AP34W%T2PYSH6XFO6#D;@[X[3=^^U:_MX)N M2,(M$0P:IL%[9G/8N!E:!7_;,A0RI4634"A0A,B4[A*'JLM.UQW^F\"JK%[% MM:V)][V7"]"S5]3T FX%V6 &2X4MN%)1RT:\=[/Z[YD1/WAQ%/S7G,Q>X0N. M5I6[UVAR%$G9L*4NG#535<]I5IM'P;1LA>Z+>?6BN"8BH4Q"AK&&>JV^+BM1 M->EJHGA1MJU[KG03+(>I?MB@, 9Z/^9<[2;&0?-4FOP&4$L#!!0 ( *- M2U*#0(V$$04 85 9 >&PO=V]R:W-H965T?F/D[L:X^VE+WS%<8"?*1)QB\'*R'6%Z;)HQ5.$3?H&F?RR8*R M% EYRY8F7S.,XI*4)J9M6;Z9(I(-QJ-R[(6-1S07" M#N!@-_"=+%>B&##'HS5:XE/$&W()2( MOPC>\KUK4(0RI_2]N)G&EP.K\ @G.!*%"23_;? -3I+"DO3C9VUTT+RS(.Y? M[ZS?E<'+8.:(XQN:_""Q6%T.P@&(\0+EB?A.MP^X#L@K[$4TX>5?L*VQU@!$ M.1%TAAL$W M<(TXB0#*8C A22YP#/ .MFY@IQ,L$$GXF22\O4[ ZP)\KFG-I5@Z>%/?/)$GDI\A'II"A% Z94>WV=>6V?<1M!SS33*PXN,UB M'&OXLVX^M#L,F#*'32+M72*O[4Z+$QP9P('GP+9L2^/033?]%:\EW3I*GW33 M9WG62;_MIC\CUNG\7>_8X5!#O^\=NY;^T#MV+7W:.W8M??9K=7_\M=0]]:>' M'2IVFNG *>TY_:>#OZ_F7#"Y6O[38=]M[+NE??>(_=]E7T&RB*9R_D@HEY,' M$H*1>2[0/,% 4'#[L<8Q0>">T7Q]#J999.B*4KW&*U]3=!J;\3?;A_;(W.SG MOHWR?.\0\]3&N);?8 ZB])HHO@AH:MH.[:*,OP%"7>MT&V$2B%>&B#H&&KA=?YE ^ZLNY%$#@6'@ MJ)EKHVP'!D?R]MFY0J<[/K&2,XRAD11 KOJ\"&S88;='?/^#-L5A-M3WCK<,&PM%CJ<9X=[$W45C[EW])!BMBP/U+@45IZ) M:MO1C#:'=E?ET84R?@TOIE S/BL.^&UL MC53+;MLP$/R5A4XMT$:R[#PA"[#C%,TAJ!&C[:'H@996%F&*5$DJ2O^^2TI6 MG8<-7R0^9H:SW.4FK=);4R):>*Z$--.@M+:^"4.3E5@Q6>5(DPCJ*+L&)XU&":JF+Z[QR%:J?!*-@M//)- M:=U"F"8UV^ *[?=ZJ6D6#BHYKU :KB1H+*;!;'2SF#B\!_S@V)J],;A(UDIM MW>0^GP:1,X0",^L4&/V>\!:%<$)DXT^O&0Q'.N+^>*?^Q<=.L:R9P5LE?O+< MEM/@*H <"]8(^ZC:K]C'<^[T,B6,_T+;8Z, LL985?5DX31 MQ0%"W!/BUX3) <*X)XQ/)4QZ@K_JL O%W\."698F6K6@'9K4W,!?IF=3^%RZ MM*^LIEU./)O>,2VYW!A8HH95R33"9YCE.7=980+N95=:+D(:AX%]0\ M/JJXP.P,QJ-/$$=Q](ZAVY/IH^MWZ(O3Z5='HAD/*1I[O?'I*?HU6QNKZ'2@,"")*.SR_, M=-=P( )(& 9 >&PO=V]R:W-H965T%,P*TBNJUKJIZGP.5Z[(7>9F'. M5I6Q"WZ6-G0%=V#NFUN%EC]$*5D-0C,IB(+EV)N$5_G(^CN'[PS6>FM.K)*% ME _6N"['7F ) 8?"V @4AT>8 >@NGG4XR<%0QO4INMS?Y>3DPVGJ&Z1H$_E%3V?:T8D.T DC$:B( KV$)H=#0\_[X'GQ\,OWU$3#^6* M7;SXG\LUL0\(ZX(E^CE9H!>^J%_O9$R&C(G+F!R=4?49U>L+4E14X 795_,N MP\AEL'WH,8OB,'"_U'_<+L8>SV2?8_[6\<7CE<[1H'/TGSH+JL/H(MBAWA'SMUYK#?BH;-?3&+<5IKO7P^K06">NG^RL3['A=OWQ)4S7 MK6_PK3*A"8M\*,!RCK@_E)*LS%L@N$S ME/T%4$L#!!0 ( *-2U(5;049L , # / 9 >&PO=V]R:W-H965T MRO'RDIDFW)K.$B>8A$B7?W\>Z^S[KQ0:JO.@,PZ%O.A9X$ MF3';#V&HDPQRJN_E%H1]LY8JI\8NU2;46P4T+8QR'I(H&H0Y92*8CHMGSVHZ MECO#F8!GA?0NSZEZF0&7ATF @]<'"[;)C'L03L=;NH$EF"_;9V578>TE93D( MS:1 "M:3X!%_F!/B#(H=?S(XZ*-[Y(ZRDO*K6_R63H+((0(.B7$NJ+WLX0DX M=YXLCG\KIT$=TQD>W[]Z_Z4XO#W,BFIXDOPOEIIL$HP"E,*:[KA9R,.O4!VH M[_PEDNOB/SI4>Z, )3MM9%X96P0Y$^65?JL2<62 !Q<,2&5 S@UZ%PSBRB"^ MUJ!7&?2*S)1'*?(PIX9.QTH>D'*[K3=W4R2SL+;'9\+5?6F4?,J@UH=(>698L@N48F W2UAT=78F9> MT+LY&,JX?F^=?5G.T;N?WH]#8P_C((5)!7Q6 B<7@&."/DMA,HT^BA324P>A MS4*="O*:BAGQ>IQ#)Z\+&A;_XJL+: M%:@]H+\7DG-D&7.@*OW'$Z97A^D587H7PCPFB=K96G-&5XR[ZE+M.N,3%3O7 M))?3.2L=]PO'3I[V4SR,BK]QN.^ U*\A];V0JD[M"ED:#HY"DAB?Q2QKW6^! M([VNC?/VQ@OP!S7\@1?^,WVQNFHZ\0]:^.]P[$W:L(XZ]$;]78J[A.H,,0-Y M9^QA._;(%WE41Q[=U$&6$)"O0/DH.1NU0.$H[BQHQTYOXAYJ^ ]>^!_S+9U!4)%!HX P$K-EY%4\BX*C1Z.@MN8R/?@SP6[&Y\GR2X'-JG:(B#2IR M*Z$KRQ-&1WUOV$9 <7PS$2O34R:2R!NXD53LU]3O<[%RV\RXT4[L%\\? M8B-NZ^LE.G9M];=+HY_8+Z!_V*\2Y:-#HXEX^*:\:R00WZ:!U_"N+6P#;QX; M8<-^9?/1[J%-.V]4TF@=B6YF765ZRCIOXY-&^HA?^KY/.M)6N#OLU1K22!SQ M2]P/T:[RW?T-4GVZMK=TURL\&B5RL/5W(YE&B=P)4WY*UT_KL>^Q&';.GL_L M.%@.;XV;5VX /60//T?4$L#!!0 ( *-2U+W08HZ\0( ,4( 9 >&PO M=V]R:W-H965T><\^YCGT[7'/Q+E-$!9N< M,CER4J46MZXKXQ1S(J_Y IE^,^,B)TI/Q=R5"X$DL:"*K/@CH<+,L=75&^+9Z%G;L62 M9#DRF7$& F3QV3D=(P@I!@KPT#T8X7W M2*DATC(^2DZG2FF N^,M^Q?K77N9$HGWG/[.$I6.G($#"<[(DJH7OOZ&I9^N MX8LYE?87UD5LM^M O)2*YR58*\@S5CS)IJS##L#K'0'X)<"O \(C@* $!*<" MPA(0VLH45FP=(J+(>"CX&H2)UFQF8(MIT=I^QLRVORJAWV8:I\8_5(H"'EG, MZ%A#]W4ZF$/A]_6]*$59K0I@F/I-%G19\$!KB) M4\+F"((HA+F^'B2<4RYUPHM+8*B:=KB@[EIJR9ZE:FNJVFON[)!WV;Z(/"1:8^ 3^6YI&Q%4JE;RLEC[HK$-@D> M''[I-[7RW3?$>/73T!3CU:OL[ESP.8JY;9028KYDJK@QJ]6J%]_9%E1;G^@> M7;34_S1%@W\B8FZ.$<69INQ<][4D433-8J+XPK:1*5>Z*=EAJO]GH# !^OV, M<[6=F 35/Y?Q/U!+ P04 " "C4M2K ,.)&0# ",#@ &0 'AL+W=O M8LAQN)U#;+J/Q]"5SLI@$.GF[P4ZTQLJG<"_%@)Y\6TR"RBH!#JBT$-9=' MF /G%LGH^%F!!C6G#6R/G]#?%\F;9.ZI@KG@/]A"KZ?!.$ +6-(MU[=B]Q&J MA!*+EPJNBE^TJ]9& 4JW2HNL"C8*,I:75_JKVHA6 ,&. %(%D$)W252HO**: MSB92[)"TJPV:'12I%M%&',OM6[G3TCQE)D[/YB++F#;;K!6B^0+-1:Y9OH(\ M9:#0&W1GRF"QY8#$$OV]]LL]9RMJ-U>ADRO0E'%UBEXBEJ-KQKF]/PFU$6FI MPK02=%D*(@Y!5Y">H1B_1B0BT;>[*W3R\O0Y2FA2K/,D=9ZD@(T=L#=;F:[- MVT.B$>V!C6O8N( =.&"_"DUY7Y)E6%*$V,D^@U*O M7N!A]%:O:8YP.4:_@XX.Y]R4F'?) X MTA_6Y$,O>?R"KVO,:[/S_JO:\6S*.C<-18S#1,:NV0MM+0\OD\)'JM@+:X\WA MQGHP.5+A5D#[L#<.A?T6=6CI5G#[:&B,"P^\U?L9M :I[)](*F'!M*>(<6-& MV.]&SC+&7??!.(X=633^@_T&=&@E=VUH& \<(AHCPGXG.J"4NR8T2$8._L:' M\/A8Q3S>VX9QXUS8;UT'5W/7TAQU0!I'(_]RM+J:Y_^J9M)X%,%'ZQ'2^NSQ M>X^S1TC7:F+''S1IO(;XO>; #B%=JR&.!B&-UQ#_5]+^#4)ZOI <[(TG$;\G M[=\>I&M2#I\EC4,1OT,=VAT57.+ICK!UMK#GM&LJ5\Q\\'-8FICH;&2"97GT M*2=:;(KCQKW0YO!2#-?FN C2+C#/ET+HIXD]P=0'T-D?4$L#!!0 ( *- M2U+9EK%'F0, /D* 9 >&PO=V]R:W-H965T4 M(CNV)*1 ^V*3%.?,F8N.9KR5ZKM> 1CRG'.A)][*F/65[^MD!3G5%W(- I]D M4N74X%8M?;U60%-GE',_"H*!GU,FO.G8G3VHZ5@6AC,!#XKH(L^IVMT E]N) M%WHO!X]LN3+VP)^.UW0)3V ^KQ\4[OP:)64Y",VD( JRB7<=7LW#GC5P-[XP MV.J#-;&A+*3\;C>WZ<0++"/@D!@+0?%O S/@W"(AC_\J4*_V:0T/UR_H'USP M&,R":IA)_I6E9C7Q1AY)(:,%-X]R^Q=4 ?4M7B*Y=K]D6]T-/)(4VLB\,D8& M.1/E/WVN$G%@$ ]:#*+*(#HRB,(6@[@RB-]JT*L,7*K],A27ASDU=#I6I3=D>W MNF"F@>;LS:#AJ )M0)F_'>6R$>55Q'%=P]C!QBVP=U+KH\)]N\,[Y-9 KO_I M\-"K/?2JP):NCFMOH%W,[ M1V$PH$";-I:C$Y;A93/+RYKE92?+.]2J9:E0C\"I+14QDNS)_TV?.PH5!GO5 M#'Y3,X0'RAQV!O/1B99M95[*EB89XUCTQ8XD&"CHGZ[ M=E/+T?E->#4KI[ ]3#D4WE.U9$+C%R%#R.!BB*^R*N>L"VEPCG'+ M%))!2?257(' EEBJE!D.U]/5* 8T<*.5^4*]W M_)0RX8T&;NY>C08R,YP)N%=$9VE*U:\;X'(S]!K>=N*!+1-C)_S18$67, /S MN+I7&/EEE8BE(#23@BB(A]ZX<1WV;;Y+>&*PT3MC8CN92_EL@VDT].J6$'!8 M&%N!XF,-$^#<%D(:+T5-K]S2 G?'V^JWKG?L94XU3"3_QB*3#+V>1R*(:<;- M@]Q\A**?MJVWD%R[7[(I663:R+0 (X.4B?Q)7PL==@"-U@% 4 ""4P'- M M \%= J "VG3-Z*TR&DAHX&2FZ(LME8S0Z$R)C<4J;($^49V&BL M-2#$E500.>PG1N>,8WV$XGJ6XCP39"+%STSDUF^82<@.#W(>@J&,ZPO<['$6 MDO.S"W)F47>,8"%7 KV&Q6>1F@> MBU%[#N]MJ9$/4D8;E+)VR*$:^8P'SO?Q7!N%?\P?1R@W2\I-1[EU@/)VSRKK MTQM1YUFSUT:;UKT'Y2KQ%TWR:%E4E_*[UAWBJ9MXXR_ZKH&CBJRZE! M:5'R%14HUA%1VF7I]O_B8Z>DW/E7'\,^_;Y;?^>*L/?Y'55+)C3A$".H?M5%M,KO MR#PP >Y88*?%:!L J['4IIM8"^B\D-E] =02P,$% @ HU+ M4J7RB'T(!0 6!, !D !X;"]W;W)K&ULM5C? M;^(X$/Y7++0/NQ(MQ.%G19%*H=>NVMUJ>WO[<+H'DQBPZL2L[4"1[H^_L1,2 M0H*7D[HO+4EFQM]\'L]G>[05\E6M*-7H+>*QNFZLM%Y?M5HJ6-&(J$NQIC%\ M60@9$0V/4AF3A2]%?P'"_7JNC%HH) N2,+U-[&]IUE"71,O$%S9OVB;V;8; M*$B4%E'F# @B%J?_R5M&Q($#]DXXX,P!G^O@9P[^N0Z=S*%S[# \X=#-'+KG MCM#+''J6^Y0LR_24:#(>2;%%TEA#-//#3I?U!H)9;"KK14OXRL!/CV^"GPE3 MS,RR:J*O>D4E>H@W5&DH'ZT0B4,T9>:9Z412A2[031A:>\+!,JUM4R,?IU03 MQM4G] &Q&#TQSDW044L#3#-8*\@@35)(^ 0D'SV)6*\4FL4A#6O\;]W^'G8$ M: $_.4EX3]($.R-.:7")?*^)B(H4#"!Q9K$B_9G%-$E**Z%I=[ M$(QVE$B%O#:*TH6".R@D.^7@LY,%'/61 %1JSR%.L!IT.X!D5X] MD?T<1]^)X["';9E>@:@BH[R,[T!X-)702XDA<4&81!O"$UK;JOH58+[?SJ&E MR_X,FVG5IM/KUZVU\-"5GV$R' MU9H;XA-EY[4+/6T[@/*9)U$]U3'EZ 2EZ8:6JB+T*#GJH UAV+ M$UC/7]>PT'55*+4? [E]XDBWBJ]LI "H7P_//87J9LLSC@ M26[-*)5Q1B*0N5^XD@844,/:K<7<=>ADAMEE4L9< M2)'GUJ)ZS' 6Q,6(OH&IS.H6,N\L!O?()$2>'?52*\"TZNDXK0IYU+(F>?6 MLW(NG)$YX["XZT4KBU4J /\8I=.FC+)0),\M2?^OD7M5(1D8DE;:>I>D7CMKX%?55Y:DL3Y=)^7Q2J [^A>K0!95F>[CG&YG#//1!E0/> M-?3X;8I(R\$"WM.Y']*V.IR\4K0O>"V:;,YRX8Y)+A_M/FZJ['QN\?[K];!A0!4Q-)>W9B3#2S.]-B; MO\VOAV[LI\A1ATCNG)R*7# Y(G"X@9/NR#XAD>HV3/FBQMM<. MA"+ M)/_E#T4B:@#4TPY@!8"]%M K +W7 OH%H/]:P* # X!_2. 80'(BNGER

"&SZ9*[HFRTJC-7F3ERM"88)'8SEH:A6\%XLSLLUB!,H_D_<,.0L')!QF% M(MEH\KOBB>9Y^4\68+B(]"DY)U^7"W+RTRG16ZY $Y&0+R**4$I//8,.6;5> M4!B?Y\;9$>.?TJA+V/",,)].6N!7;O@"@B[I40MG?@M\\6IXJ_7WKX>/6^#7 M;OAENCD6NXJ6! M7F:@?ZQ39+(Y-Z!B'-R5::M6CA]D>,MH][,QHT,_^YMZ]_7*-$7[D][X0/29 MF_W2S;[3S:7M2^2\7:J"+5(."; U10B*VZ2TN9WK&]9\Z8W\5J^;DL-QKTWR M?;\1W\3ON\(;E.$-G.'-4XU/M,:PXI5(LJ#.,-Q ;A+Q#X0$0TV,6 N^BH!P MVQ0:Z1N[0N%+GH0DPE\6 M[B')*U[D PCF,H#\MNBTD!MH74M9PZ.!.Q'5PD+=*\MONXR=DPV))-9+_ZB' MS47ED N>.U@M*=2]IAR../ENMT=2-^F^T>2L M12(,G$=X0+ T87BR$96"UN9N\C9U4C&MN)BZR?C8=M:5P(J5Z1O1,JUXF;J) M^>AVW%3;\;-R[XTE@+ UPY-&AMG$=^:850S,W Q\A51)=OP1SY>&X-GVQ1W6 MG#5)E Z_-"89TF>NR%W-0VX6Z.71H9W!6%(6&J+*DANPF) M@Y+_XH@$"JRG)R'D5Z>M;N:&:*_FYWFO2X]X6)$M>V$;?ZS#ON,C3&&R@6S^ MEY (K.T"5ECFU+9;B&L'\_NC0\E*Q'6,J76\!545D! M?+^6TCS=V$\5Y=>RV;]02P,$% @ HU+4L)<#X=;!@ PQ\ !D !X M;"]W;W)K&ULM9GM;YLX&,#_%2O:29O4%3!OS=16 M2I.UZ]3>JG:[^W"Z#RXX"1K@G.TTG;0__AX#Q60%D^2.?5@A^'G\O/GGQW"Z M8?R[6%(JT7.6YN)LM)1R]<&R1+2D&1'';$5S>#)G/",2;OG"$BM.25P(9:F% M;3NP,I+DH_/3XK<[?G[*UC)-$_+FC*-FSXIU(ZJN=4@LWK%^V7A?/@S",1=,K2 M/Y-8+L]&)R,4TSE9I_*>;3[1RB%?Z8M8*HK_T:8::X]0M!:2994P6) E>?F7 M/%>!: @X7H< K@3PK@)N)>#N*N!5 MZN GXEX.\J$%0"P:X"8240%LDJHUND M9D8D.3_E;(.X&@W:U$61WT(:,I+DJA0?)(>G"X_(&^W29HJ?:>6!'O5K%94V791VH8[;/N\3H\1#HX0MIUQB_C4+#Y9 M\6/DVIWB,[/XC$8@[BAQ;+>(?]Q9O'7VRUU\]SO%KW80=W";N 454I<)KLL$ M%_KF(RR1=HQ3:4 MHQ7E$;5?WAY^E2OE",'>("3)8^7D6U@K MY>_OVO)=J@\*]6I_>3IWW.#$Q:ZVG%LO\VC+?:-D-RQ?O)>49+-8G*B3L M,U(@, HQN82P$R&H;%N]LU*OWS I")W:F#*\K\>$XZ#=X* V.# :_'7#$$EX MQ,E]BH.HT-S?D_X]JCK3>PCD:H@XVJ M?H>^+&)\Q3B$H@ZR2;6&IN,.'%[-,<<,LI>I5L544D]UA"BLQ$@]BY@ A+!Y M\W'K_NV]ID,'S1R-,\?,LVT#"U-:=V__%5"QVS&W)I-C1M-DAZ1J$#D#D\C1 M*'+,^#A\#Z@4-U/HV[_L 6UCND*M.>680359<$J5G6@"9M[!BD=?YNB6\@7E MIH9'(PL/C"RLD87-D)DRB#HO3G>P:+9Z!)0(L:9Q6\=3*76<1ESM8[=C=\6- M5L_,J6D*Z487L'1TRV)R4U,*#TPIK"F%AVVW9OAUO^7[V+7M7XM[UX%7+0,= M'([5OXZ,:>1A,_*VO07PH2>2KFGA8\S2E'"ANN?2WW9WRPG&6Z4$/C@=IFDB M8C,1#RSMH#6HGH^W@SIK'6C;S>AO&Z[IB\.]5P$T1 \T8L";"9 GAE)6[+D' M8!9U?<7 U9SD$46:3C_1!2,\5M[/$@[[(X-D3)>P_6AB M,W0;V?Q29W.^EFM.8?>/EB1?4,35VQ]8;1EY3K)U5F8;D8RM\[8.[**:,]CJ M L+ ]\+V'+H:X:Z]R[IXZ"&8JT'M.@,?@S6%W1X*'[)P9I72[6/BB6U8$6[C M9&X^"]\DCU2Y71VXT">6*I**[29PR\0>REY4,VXU879HLE;O *YY!^BRUI0< M#5S7'[@.-$!=,T"_U*>8Z^H4HTZZZ*$(:MM[)? M_'+&K!=WO9VY[!'TW9[3F:LIZO:TP%W5_1/MV1"Y&J?N>-@R\C0*/3,*]RZC M2M_N[8JG*>J9V]VN4!^AFX^W#^@:W=Q,]P^[I]'J#?PRT]/,]/9YG7E 9W91 M31!N=V8=?9G7>!UY&!Y_S4%I?YF*B2DDFIW>P.ST-#N]ON;S/T<_V"?Z&J2> MF5M?EQ3=DI2!NU>EW):D*9AT"9UG7'ZZBJU'BZ#&L_=@?8XNUUQ(FL.26*!+DB7ICZ;0H2V\KXGH M#]Q7^AI^?E]?>5CJ9CUZ\;@K=5;CZZ3ZO'U+^"+)!4KI'#39QR'P@I=?C,L; MR5;%!\M')B7+BLLE)3'E:@ \GS,F7V[4-]#ZN_WYOU!+ P04 " "C4M2 M/,/%0?L+ #93@ &0 'AL+W=O#/G..9.'822TPO$_?:#YU^H"789D\B59*RDYO^\04I M6A"%AP5MQ[D/%\M^"V*)Q;ZW2U!'=T7Y1W4C1.U\6R[RZNW!35VOWHQ&U>Q& M+-/J=;$2N?S+55$NTUI^+*]'U:H4Z;PU6BY&;#P.1LLTRP^.C]K??2F/CXIU MOK?5U]*^6FT M'66>+45>947NE.+J[<$[]TT2\\:@1?PC$W?5SL].X\IE4?S1?#B?OST8-S,2 M"S&KFR%2^<^M>"\6BV8D.8__=H,>;*_9&.[^?#_ZA]9YZ*?V;R^ M>7L0'3AS<96N%_77XNZ3Z!SRF_%FQ:)J_^_<;;"A=^#,UE5=+#MC.8-EEF_^ M3;]U-V+'0(Z##5AGP(8:\,Z [QN8IN1U!M[0*_B=@3_4(.@,@J$&86<0#C6( M.H-HJ$'<&<3[!H%IX<;W*S<>;+)=;&VUC2;WR^VVZSW:!%8;E:=IG1X?E<6= M4S9X.5[S0QO:K;T,QBQO=N%%7+4^?%7U\>C6HYG6;0T:R[],GFTLQP:>Y\+O+Z MIG+.\KF8 _L);>\R8H"1O _;F\'N;\8)(T<\%;/7#G=?.6S,QF!"[VGS"[&2 MYF.C^2EM/EGGI/D9;?XY+=N+>>W% M/,/%OHI;D:\%VOT;0[\U;,3 [7$LM4'[W]'H=G=;Z4C7'WL(>JI#_2! R#,= MR=@X1M / !IZ(8)^U*'<]R,$_02@KL\1]!Q,(,!SG8 ;X,80.@6WE8T#Z%<" ML"YC^[/MA8B_#1&?#)'SO!9EU05E:8R7R6:48&<*^PY9$0F%Z$T^V$X^("?_ M;OX?2<-B[IR=G/_]]!V:=Z!=\Y ',"2F.I2Y' 9ZHD/=.-S?/CV7PJU+(>G2 MJ9!Z?9:UZ0#Y$^K^A!Q'&(*Z#/H#H$&XOW-[_D1;?R)ZB99-FOMSD]ZD8,GR M.LVOLTLI7]*J$G6%G(STZ;@^7(DI@L9P?1, 91&YB>*MDS&]B9:K-"O;+21= MO"Z*^5VV6"#/8K FA@2A0_<= H-%Y**Y8R4\QP_P:-"B=2/VER+TH6\ N^\< M&L[;C]Z^=SNRVB6]NZB+V1^'37TX=V;%4A;-E7'#=4/UPV9L< MA/1=&(QZ7 M#$>7*0<9Z6 BKM.%3.>5*&]%]:D^=PIZAM10G^9GML@ M+TX!\M"0+P'4WX_ZOJM*3[GB#)&WP$4(:9 T+W=T??5R5-7%J;_+829=IJY,9+6,/JDN+0"V"X MOD=8%X?V*<)&'LS39W!<%L.0^ # ;K O'#9B%D -LO,3@+( IJAS.%L6A+\U>.-1OCI7,I9 FY]5:F>$,& #)/ M5CV&'*"#0\SF"8!Z$9T#E'QT:?WXI2QNL[:K+%VT>ZAK/$^KDSK_D!PT!2S M1ONE6M]!)1U=6CO^3=3;,&U7$_H%I!X+<>!- =@/#=E;AW)-/?>[=4I",EI" M-HZ]V'C6T51:UV5VN:[31DC6A9,7^>&LR.NR6"R:+)\UM:BD<[BT3->#K@N; M"U, /<2%-4#2WBN)R6B)^:445Z(L)5%7C=ATYMEM-AU(-76\DQFV'F6.A_+8KUZY<_?B65*S#):S)I[L1.&-)DAM2%)AEN<"<+R MF*PPF=)9C-990_N&#*@@4VY#O3I\'Q*(M?BFQ!6CQ=6 MB(#4JI3L+I? .MC M%9W <;7[U?=+:2E&:RE;;Y$!F1/BMAN$&EP"4*W/W?=(B2=&BZ='=1<9$%.F M]B+$&OJ+"&MI,'*EIOA#&G)4BY$C]8-[C G"TBU$KA00IQ70(UJ(' @A0PLQ M05BZ/\B5W.&TW'E(?Y C@C7T!R'6T!_$X]+1M/,0DF;8)_0'N=[4,O0' =+4 M'P10NC_(%@-M"-P^1$A,LP!I6"I/L:M'L^O7 M]L04=>)"T9[G/O_-]Q15>315$3??TQF$QYI&WMQ4@(UX1*9@3[&-1[/-<.WB M \]0.24A(WQU%=CY-=L.)Q-?Y3)L@ M!>E/4#&=_Q"F&W:WJ4,"W4P'GR/P%$; L4FP;CYU>)@>*Y@.8Y0B4&.@_%FM;>W%D 9:Y'4G&@N"N@N4O>V8>* M\D#Q3O 3WBH(%'D$CWVO8!+H6=YPNZ< RGS#0P2$M2V-8I'@QYR!#^R488)HRAAR$AUTTPTEX'>OA5RX2 .5:1[OOE6*3X&EGX0.0W@VGL:80 MZ^YGS BZE+B[AI#:@=YN==#C,5*\AHK'PR>> M%Y^$Z$B,Z?4I'7B:&BNI"F M.D(FACH5F1Z: VA@>!D!06.2MT-%=.&/(KH0G0/QR'"(%)U%-)UUX?#04B)2 M+!3]A.=7D:*+Z-'/KR(]D=^+N_T8 ="8&]X"!.\WC2/R 7VD>"*R]/\&5A*1 MGN@-A^( TG0F#D'I1G*D6"2B661 @1$-)H$I@&KO"W0^Z4C-^[Y+BBTBFBUL MU44$W^O!_L!7B[!#"$KVI")%%9&E"GS4N[;V3J$=DI"0OCN*K2++.RZ#,VZD M%VS:!"E(?X([KS9;GN4]O+2([%4:">G/5)%71)/70TJ+R%JG3>V0A(3T7[)6 MW!?3W/>$TB*VEG13.R0A(7VG%-_&MM;ETTN+V%X-DI#^U!5WQS;N?FQI$=LK M/3LD(2%]GQ2#QS2#VVN(;H#^*RCXM#Z XO/4"4!BW3K:^3:II9 !T7Q'6B4W M]3JO-]]"L_WM]GO8WK7?1K7W^Q/WS;D+?C]QWR2;;UE3PV^^].VSC+\LKYR% MN)*7&K]NJIYR\SUJFP]UL6J_R^JRJ.MBV?YX(]*Y*!N _/M54=3W'YH+;+_- M[OC_4$L#!!0 ( *-2U+LX576.04 )<: 9 >&PO=V]R:W-H965T M M]U:_9=!>-69&/#S>1[_/)R\F\^ZEY)9&?X4!7UWWW!X( MR(>WB?@KW3V2"6Q+.:/K&+ 2NZ%V*V4O-\SU[A=I#?VCE?W(QA MDG7A@C/Q:RAX?+0@2]%3'$R3HJ.SSO@-O)(M238$O'^"!6';T"?)T0[H51^DUPWA83\/7+-_ %A EX#J-(A$J'?2Z2S(;J^V5" M-T5"J"4A#)YIPEOJ"K 7=:*5/]/39)M'2[_3T9X]ID[_O/'4!"MG)AM&+:C05;K[6%[-3'0,LQC MT*0)LFS[&'/7Q"!D#(Y!]PJ08SK'H(PQZ5("@A8]!4\5P=CVGF6)R M<% #/2G*A R[EOE<@8((R:R.!+8J@2VMP&])R$D %MSC)-7<,'85SS[WO>I4 M0SLGWJNS@F@?B0YA384FR';MFE1S!4AXC%H#MTKL@\NRS2*9%^-ZB3Q6HNM?5]K KCME1;&BC2 M&^C"BT@*;E=>DI#H ORQ8G2S7(%IP@G+'8E]"BV>"?,%A.O*((T/.6?70'HC MTN\&=1JXS7TLLNMKM@)E.S:N]X8"!9'5HI8T5Z0WUVYJC9PM%M\Z@N.&6X^<-M.O=D4(&BBAH *%&YLD/L'[X)C MPI;Y%XZT>"@LWA955ZNO*./\77+M^@V\FD+%]1F\FA??2&3XXI/-L\?$$T\* M(O(AAC(N'9$J*[Z"%">^4&PO=V]R:W-H965TJ[:BY-Y+&DZO+6F!N^,M M^S?7N^EE211.!?M-,UV,O8$'&:[(FNE;L?F!33]=RY<*IMPO;)K?\E3X\,.(.P< $0-('HO(&X L6NT5N;:FA%-DI$4&Y VV[#9@?/& MH4TWE-M=7&AI5JG!Z62!N=D3#=>\/A'6VB^P,(8,V(2 M"<_@Z\.:5@ZV?(;O*'))JH*F,#'G"$YGJ EEZLSPW"UF<'IR!B= .=Q0Q@R] M&OG:"+?E_;01>56+C Z(G&%Z 7%X#E$0!7O@TW?#P^%KN&_L:CV+6L\BQQ?_ MQ[-;K(34E.?G,%$*[40J>$I-?@[7&DOX\]- W5#]/5(X;@O'KG#G0.%V*^PF MX'83SH&CWF=J3=9U9/;?_)A$4;<_\A]WK=N3% X';=(KG9U69^>HSCM.-6:P MT$2C.M)WM^7K?J[AO;9P[R,-K\EZK[P,.V\,WY,4Q <,[[M7W0L@X^U_9A6WCXD;8/_SG"82=^X_J>G%[PQG1_YQJU3]@-D3GE M"ABN#"JXZ!NXK)^%.M"B@J8QVCT,>V"D8XLH M17HD;:?_?B2ER+(D"RZP 7NQ1>J<[YQ/YT;.CD)^4QF 1J\YXVKN95KO/OJ^ M2C+(B;H3.^#FS4;(G&BSE%M?[220U"GES ^#8.3GA')O,7-[3W(Q$WO-*(V\;SW2;:;OA+V8[LH4UZ"^[)VE6?H62TARXHH(C"9NY M=X\_QGAD%9S$5PI'57M&ELJ+$-_LXO=T[@76(V"0: M!S-\!5L"813)^_%V" M>I5-JUA_?D/_U9$W9%Z(@I5@?]!49W-OXJ$4-F3/]+,X_@8EH:'%2P13[A<= M2]G 0\E>:9&7RL:#G/+BG[R6'Z*F8(AV*X2E0MA4B"XH#$J%P;4*4:D0N2]3 M4''?(2::+&92')&TT@;-/KB/Z;0-?O_N WB'*T2-ES"BJF:^-(Q;.3TJC MR\)H>,$H#M&CX#I3Z(&GD)X#^(9!12-\H[$,>Q%C2.[0 -^@, B##H=65ZOC M:8=Z?+WZI(?-H K*P.%%%_#NF2E'PA- IK 1O.Y,D4"*$@DIU8@)I4#UF(DJ M,Y$S,[A@9OVP0FO32-(]@QN$P]M@>F,"B4S_ZO%I6/DT[*6^),P1)QHM84LY-[GX\T]X%/PB-N@))!5I5[X5 MH$,':EO=81'AF7^H9T!;9!"=B\0=(B>4,SJCBLZHE\XJ(W(+JF"@!7H@TC+J MK)D":52S/@D;'-HBX;#!H4-DW,UA7'$87\,!&?<_Z0QDU1JZ2(S;YALX&3:?3D[:]L)$;JPX9W/SV73*C;L>GE>/3J^K! M9+_IE5=4PK3E PZ:I="6:59+W!:I5'>G8L;^TM[UX-"&G M7"$&&P,9W(V-0[(XR1<++7;N;/LBM#DIN\?,W'Y 6@'S?B.$?EM8 ]5]:O$/ M4$L#!!0 ( *-2U+EK1 JL00 "@3 9 >&PO=V]R:W-H965T^X 5)>-UN'H(MSOGT78X^) WVA+ZS+<8+/EQ8 Y'.S0!K]B_K9[IN+-;*Q$<8HS%I,, M4+R^Z=W"ZT58X$O GS'>LZ-G4$2R).2]>)E%-SVK< @G>,4+"TA\?.![G"2% M(>'&O[7-7C-E03Q^/EB?E+&+6):(X7N2_!5'?'O3"WL@PFN4)_R%[!]P'8]7 MV%N1A)7_P;[&6CVPRADG:4T6'J1Q5GVBSSH/1P1A1T^P:X(M$]PS!*]*"&I"T)40UH2P*Z%?$_HRP3]7..M0.:OK'+ IME+M MLY1#N6%9;[,25JG*$>)H.*!D#VB!%_:*AU+:)5^(,QV!BR^7X LP =LBBAF(,_"6Q9Q=B4'Q_!0GB6"Q@2,:W#(RS"$<:_KR=#^T6 Z9(9Y-3^Y#3.[O5X@BO#.# *V!;MJ5Q MZ+Z=_HIW@FZ=I8_:Z?,\:Z6/V^E/B+8Z/^D<.^QKZ-/.L6OI#YUCU])GG6/7 MTN>_5O?'7TO=HCL];%&QTW0&I[3G_,_.,(K9*B$LIQC\?;MDG(H?U']:YG6; M>=UR7O?,O"_X VA! X*>2 MLLV7U)/!,5!7U)A5,5H]3I0<78OB<57.>1 Z6":T!V M .6*JZB^)65IH6("Z.JK[3?5]ENK_9LX2)S4&2#.:;S,.5J*C00G8/RYPU&, MP)22?'HSH8P*?BAXC-D"K]RU)(DRU.P-?T>=7%]J2/C0@VY9R.-* GGY MC34@Z%B2J8F*"J3>,E4AKB(/%0-#N1_H')*+.M?%[X?24G]449ZLQH7.;5\O MCZ"11] JCSO$XA6X$#O B"0)H@R([E#M$;4=H;(6G 1CA%+N[C4H:'A2%48: ME&)!!4'#E@NO<78\#M02P,$ M% @ HU+4E7N.QQX @ 1 X T !X;"]S='EL97,N>&ULU9?=;ILP M%,=?Q7*FJ96F$I(V:59 VBI5FK1-E9J+W54.&+#D#V9,EO1RS].GVI/,Q@1( M&K*H%RNY"3[G^/S.'W-$#EZNUA0_I!@KL&*4YSY,EIIBA_$)DF.M( M+"1#2ILR!QPMVQU0.0E%PY<-I[0+V\B7RH3NY MA,#B;D6$??AX]OYG(=3-.V"O@P^#P?#Q_&;7?U8&SJ&S%WIU!/1BV,W5L2[T MY#CT078G?'HD_#"]$W^]'__G]W/':3>1P^<]VP9OZ?RWKNEP;WHKMTQTJH8* MO%CPIJ_&T#HT&3$,EHCZ\!91LI#$9,6($;JV[I%QA((*"91N:%W*-9[\R89= M:YE>KSB,<"'+VK:"_5U4VW<"&\L())36 D?0.@(O0TIAR>^T46XNG2]"H%K/ MUYE6F$BT=D=7L$DH+[K(0L@(R[J,"S>NP*,X-G(D25)S52)S3% IP?0B(B@1 M')4:-AG50F-#3.F#>1'\B+?8J[CUS,HGQNNE%E0M+<8:AM^F678;>_DJ+LC( M4JC/A;X=7MJF0_&]Q#%9E?8JK@5TT=UN.LHRNOY$2<(9MC=_=,' 0YL\D I) MGG0UTRJA=F )P1)+1<*VYY=$V1ROU*:=5G&WYM$):OZ_YYQ@CB6B;=&Z]_M\ MRJ]67/USOH7F\K6RJWBOR/&T_QJK::'O(B>G(/(D'O=U_T6.9_W76$U]/1&5E9(HPOS%S*7Q"BWT M)]T67^^/<(P*JN9UT(?-^AN.2,%F]:Y[.RD+-M^-P5]02P,$ M% @ HU+4I>*NQS $P( L !?3T\$MP>:4#M.*2V MBZD8_1!2:5K5N %(MB6/:(7->=I3W;+T]!;X"O.DQQ0FE(2S,.\,W2?S+W\PPU1>5*(Y5;&GC3Y?YV MX$G1H2)8%II%R=.B':5_'];5'L/IZF M4%&A3>8*JX(O6CWE;^>K0_&HR4']94^YT]E#=QOV*$_(SZGIX_6PJ\:/] M/]5H-AL=J9F)RE1E15./5B458)9O]2[OB4RFZJPW-8_*BJ5\4-6/#G"YNE@1R"""'[PAY/KF>W$[G8G4YGZ]7!- '@/[! ,71 M4A+( $ &AVOJR\DM@0P!9'A R%:G&0'(T>$@)ZM+ CD&D&->R(5]D)G^49\0 M,HO%N[Q#PK)*B"7"Q=^ZVVTE)C>4@%'K,*[E1>V#(J2EN)JGK([JK+5/7I M;D0Q8?;!K(3FR7]YWH[FW]VM5]F>]#TD M"8]9$I/(F337=?D'\5JACZ[]]^7O(4EXS)*XUO>U^ZLVCK44ER:)ZZZSMFZ MIMF'A_SA,?OCM9ZF)4#.08B+7 M#)E=@S%]BHFL,V2V#L8,Z.HCTH_/K)_?1>#'S;-*,9&"_,,LHCC,21QK.M'M M(P7YAUM,<:A3BHD4Y!\PGW$U2C&1@OQWRF=FJI Z:6G'ATOVW+-F#=>JW.V2 M^CETX_E4YEMQD9@G<44QD79\9NUT89[+Q E(N4"33HK[2#L^LW9>,&]D-2U> M5*&:V8BD*A2)EO<4$VG'9]8.SF+IC(J/M.,S:P=C4HD'2#L!LW8P)I5X@+03 M,&L'8U*)!T@[ ;-V,&9(,9%V F;MU#,LQ^+:N#AHK6PJZH)%63BB+-84$VDG M8-;."V8=6+AS[7GH5AX9( L%S!;J7E3_"4XQX=8Q9@OA&2PZ;@;(0L%!)]I: MXR:R4,"=_$#,UKB)+!1P)S\0DXZ;(;)0R&RAUK3EL9BY@[S04ZNV5<.J<[R)5CHIC(0B&SA?8P_W')A7796E:5B*6AF,A" M(?<.YM8:P"\/)\6$6YBY]S#O8=;K ;FX4[O21ENZT!@B"X7&-+RDFLM"(V4*=F&_=G6(B"XV8+02W K;?5D 6&C%;"&/2Z'V$ M+#1BME!KA?)E@;)SWG"$)#3BEA!:<>558J0:?>QTA"XP-L1?A9F^UG$TEH?-#="'1 &B,+C0^Z M&Z&%B2PTKBUT4E^&PO7W)E;',O=V]R:V)O;VLN>&UL+G)E;'/-VKUNHT 81N%;L;B X/F?6<6I MMDF[R@U8SMB.8AL+6&UR]VLYA7W0%MM$O!4:$!^G>H1@'G_5PWI\ZT[#_NT\ M+#Z.A].P:O;C>/[1ML-F7X_KX:$[U]/ERK;KC^OQLNQW[7F]>5_O:FN7R]CV M]S.:I\?[F8N7SW/]GXG==ONVJ3^[S>]C/8W_&-S^Z?KW85_KV"Q>UOVNCJNF M_3C<3@_M]6 >+I.;Q?/KJNF?7TW3SAUD$63G#W((03Y^8,"@L+\01%! M1D!O2[VM@-Z6>EL!O>WD95M ;TN]K8#> MEGI; ;TM];8">EOJ;07TMM3;"NAMJ;<5T-M2;RN@MZ/>3D!O1[V=@-Z.>CL! MO=WD8XF WHYZ.P&]'?5V GH[ZNT$]';4VPGH[:BW$]#;46\GH+>GWEY ;T^] MO8#>GGI[ ;T]]?8">OO)QVX!O3WU]@)Z>^KM!?3VU-L+Z.VIMQ?0VU-O+Z!W MH-Y!0.] O8. WH%Z!P&] _4. GH'ZAT$] Z3GY4">@?J'03T#M0[".@=J'<0 MT#M0[R"@=Z3>44#O2+VC@-Z1>DBWDE [T2]DX#>B7HG ;T3]4X">B?JG03T3M0[">B= MJ'<2T#M--@L*Z)VH=Q+0.U'O)*!WIMY90.],O;. WIEZ9P&],_7. GIGZIT% M],[4.POHG:EW%M [4^\LH'>>;/86T#M3[RR@=Z'>14#O0KV+@-Z%>A^OM\=?E MU\D).U>DO4$L#!!0 ( *-2U*,Q2:?3@( "'VJ?3;,>XLIW<4(?XU=UG<]WLZWN;B>MKG373&.P8UN%8([F]^62W]4,? M5I\/\6??3>,F<;;WR>KC:>,Q:Y/4\]QW31WB>O8XMK^EK)\3TGARV>-WW>RO MXH8D>S/AN/+G@.=S7Q^MU"U_J(>[*#GWFPU-O?7J^Q!L]3MMMU]AV M:AZ&>"3UL[-UZW?6AJ%/3T6OSB>'>,/V])E?G+^4.1<8=]ZY:?9Q8LZ^/^YE M),?3ZSD6LBYTYU_Q-3&6OOC]['':K6W_,CM>[X_)[9=Y^&QY7'['O\[XM?X[ M^Q"0/B2D#P7IHX#TH2%]E) ^#*2/"M)'?DUIA")J3B$UIYB:4U#-*:KF%%9S MBJLY!=:<(JN@R"HHL@J*K((BJZ#(*BBR"HJL@B*KH,@J*+)*BJR2(JNDR"HI MLDJ*K)(BJZ3(*BFR2HJLDB*KHLBJ*+(JBJR*(JNBR*HHLBJ*K(HBJZ+(JBBR M%A19"XJL!476@B)K09&UH,A:4&0M*+(6%%D+BJR:(JNFR*HILFJ*K)HBJZ;( MJBFR:HJLFB*KILA:4F0M*;*6%%E+BJPE1=:2(FM)D;6DR%I29"TILAJ*K(8B MJZ'(:BBR&HJLAB*KH&PO=&AE;64O=&AE;64Q+GAM;%!+ 0(4 Q0 ( *- M2U*G=D4+^@8 -<> 8 " @0X( !X;"]W;W)K&PO=V]R:W-H965T&UL4$L! A0#% M @ HU+4B5@IO ' P SPD !@ ("!/Q8 'AL+W=O6N/\' I(P & @(%,'0 >&PO M=V]R:W-H965T&UL4$L! A0#% @ HU+4CITCV&M P M[PX !@ ("!@24 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4O*<1GK7"0 @"X !@ M ("!MS< 'AL+W=O 9 " @<1! !X;"]W;W)K&UL4$L! A0#% @ HU+4O9PT'=Q*0 PX0 !D M ("!#DX 'AL+W=O&PO=V]R M:W-H965T&UL M4$L! A0#% @ HU+4@KCBSB-! [0H !D ("!WXH M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M HU+4D4@* ,E28) !!& &0 M @(%UK >&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4B\'&WN5$@ MO3P !D ("!C<, 'AL+W=OD05 4% !G# &0 @(%9 MU@ >&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4M._M=VQ @ V04 !D M ("!;N 'AL+W=O&PO=V]R:W-H M965T&UL4$L! M A0#% @ HU+4@XDR<1S!@ !!$ !D ("![O< 'AL M+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ HU+ M4F61N5RL P 20@ !D ("!SQX! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4ES'B0+P P ZPL M !D ("!-F4! 'AL+W=O>XGT5X# "Q" &0 @(%=:0$ M>&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4A.BY'GU P *@H !D M ("!%W ! 'AL+W=O&PO=V]R:W-H965T M&UL4$L! A0# M% @ HU+4C,4*7@R!0 W@P !D ("!>7P! 'AL+W=O M&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4D5) MGU)A P > < !D ("!-8T! 'AL+W=O&PO=V]R:W-H965T0W%5L ( -$% 9 " @;63 0!X;"]W;W)K&UL4$L! A0#% @ HU+4D*.0JK6 @ " 8 !D M ("!G)8! 'AL+W=O&PO M=V]R:W-H965T&UL4$L! A0#% @ HU+4CMEZL6P P ; @ !D ("! MZ*8! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% M @ HU+4A0D*&S4 @ 5P@ !D ("!*[&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4L6.(%Z- M P %PX !D ("!0<&PO=V]R:W-H965T:?Q%[@( /4) 9 " @3;. 0!X;"]W;W)K&UL4$L! A0#% @ HU+4NF@L#R- @ "P8 !D M ("!6]$! 'AL+W=O&PO=V]R M:W-H965T9I@( 0( M 9 " @9/7 0!X;"]W;W)K&UL M4$L! A0#% @ HU+4LYI0E2) @ 5 < !D ("!<-H! M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M HU+4KHE0D^S P &! !D ("!W>4! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4H,(%$*[# MO&0 !D ("!QO(! 'AL+W=O\" !T" &0 @(&X M_P$ >&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4N0.2$4%! =0X !D M ("!: D" 'AL+W=O&PO=V]R:W-H M965T&UL4$L! M A0#% @ HU+4I;* B>J @ 1P< !D ("!9Q8" 'AL M+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ HU+ M4A9=0C/$ P &PO=V]R:W-H965T&UL4$L! A0#% @ HU+4H0*?] ]"0 ]S0 M !D ("!)B\" 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4M2ZIVKG @ S@< !D M ("!WS\" 'AL+W=O&PO=V]R:W-H965T M&UL4$L! A0# M% @ HU+4D^-OA5J @ [04 !D ("!;$L" 'AL+W=O M&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4O=! MBCKQ @ Q0@ !D ("!IE0" 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ HU+4AB0-T8 P M @ !D M ("!.5\" 'AL+W=O&PO M=V]R:W-H965T&UL4$L! A0#% @ HU+4L)<#X=;!@ PQ\ !D ("! MO6P" 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% M @ HU+4ABD+(*7 @ IP< !D ("!\80" 'AL+W=O6QE&PO=V]R:V)O;VLN>&UL4$L! A0#% @ HU+4K0I?LS" @ M"CD !H ( !4YL" 'AL+U]R96QS+W=O XML 123 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 124 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 125 FilingSummary.xml IDEA: XBRL DOCUMENT 3.20.4 html 456 614 1 false 144 0 false 8 false false R1.htm 0001001 - Document - Cover Page Sheet http://www.expediainc.com/role/CoverPage Cover Page Cover 1 false false R2.htm 1001002 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS CONSOLIDATED STATEMENTS OF OPERATIONS Statements 2 false false R3.htm 1002003 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) Sheet http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) Statements 3 false false R4.htm 1003004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Sheet http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Statements 4 false false R5.htm 1004005 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS CONSOLIDATED BALANCE SHEETS Statements 5 false false R6.htm 1005006 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Sheet http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical CONSOLIDATED BALANCE SHEETS (Parenthetical) Statements 6 false false R7.htm 1006007 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Sheet http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Statements 7 false false R8.htm 1007008 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) Sheet http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITYParenthetical CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) Statements 8 false false R9.htm 1008009 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS Statements 9 false false R10.htm 2101101 - Disclosure - Organization and Basis of Presentation Sheet http://www.expediainc.com/role/OrganizationandBasisofPresentation Organization and Basis of Presentation Notes 10 false false R11.htm 2102102 - Disclosure - Significant Accounting Policies Sheet http://www.expediainc.com/role/SignificantAccountingPolicies Significant Accounting Policies Notes 11 false false R12.htm 2108103 - Disclosure - Fair Value Measurements Sheet http://www.expediainc.com/role/FairValueMeasurements Fair Value Measurements Notes 12 false false R13.htm 2112104 - Disclosure - Property and Equipment, Net Sheet http://www.expediainc.com/role/PropertyandEquipmentNet Property and Equipment, Net Notes 13 false false R14.htm 2116105 - Disclosure - Leases Sheet http://www.expediainc.com/role/Leases Leases Notes 14 false false R15.htm 2122106 - Disclosure - Goodwill and Intangible Assets, Net Sheet http://www.expediainc.com/role/GoodwillandIntangibleAssetsNet Goodwill and Intangible Assets, Net Notes 15 false false R16.htm 2129107 - Disclosure - Debt Sheet http://www.expediainc.com/role/Debt Debt Notes 16 false false R17.htm 2133108 - Disclosure - Employee Benefit Plans Sheet http://www.expediainc.com/role/EmployeeBenefitPlans Employee Benefit Plans Notes 17 false false R18.htm 2135109 - Disclosure - Stock-Based Awards and Other Equity Instruments Sheet http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstruments Stock-Based Awards and Other Equity Instruments Notes 18 false false R19.htm 2141110 - Disclosure - Income Taxes Sheet http://www.expediainc.com/role/IncomeTaxes Income Taxes Notes 19 false false R20.htm 2149111 - Disclosure - Capital Stock Sheet http://www.expediainc.com/role/CapitalStock Capital Stock Notes 20 false false R21.htm 2156112 - Disclosure - Earnings Per Share Sheet http://www.expediainc.com/role/EarningsPerShare Earnings Per Share Notes 21 false false R22.htm 2160113 - Disclosure - Restructuring and Related Reorganization Charges Sheet http://www.expediainc.com/role/RestructuringandRelatedReorganizationCharges Restructuring and Related Reorganization Charges Notes 22 false false R23.htm 2163114 - Disclosure - Other Income (Expense) Sheet http://www.expediainc.com/role/OtherIncomeExpense Other Income (Expense) Notes 23 false false R24.htm 2166115 - Disclosure - Commitments and Contingencies Sheet http://www.expediainc.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 24 false false R25.htm 2170116 - Disclosure - Acquisitions, Other Investments and Divestitures Sheet http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestitures Acquisitions, Other Investments and Divestitures Notes 25 false false R26.htm 2174117 - Disclosure - Liberty Expedia Holdings Transaction Sheet http://www.expediainc.com/role/LibertyExpediaHoldingsTransaction Liberty Expedia Holdings Transaction Notes 26 false false R27.htm 2176118 - Disclosure - Related Party Transactions Sheet http://www.expediainc.com/role/RelatedPartyTransactions Related Party Transactions Notes 27 false false R28.htm 2178119 - Disclosure - Segment Information Sheet http://www.expediainc.com/role/SegmentInformation Segment Information Notes 28 false false R29.htm 2183120 - Disclosure - Valuation and Qualifying Accounts Sheet http://www.expediainc.com/role/ValuationandQualifyingAccounts Valuation and Qualifying Accounts Notes 29 false false R30.htm 2186121 - Disclosure - Quarterly Financial Information (Unaudited) Sheet http://www.expediainc.com/role/QuarterlyFinancialInformationUnaudited Quarterly Financial Information (Unaudited) Notes 30 false false R31.htm 2203201 - Disclosure - Significant Accounting Policies (Policies) Sheet http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies Significant Accounting Policies (Policies) Policies http://www.expediainc.com/role/SignificantAccountingPolicies 31 false false R32.htm 2304301 - Disclosure - Significant Accounting Policies (Tables) Sheet http://www.expediainc.com/role/SignificantAccountingPoliciesTables Significant Accounting Policies (Tables) Tables http://www.expediainc.com/role/SignificantAccountingPolicies 32 false false R33.htm 2309302 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.expediainc.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.expediainc.com/role/FairValueMeasurements 33 false false R34.htm 2313303 - Disclosure - Property and Equipment, Net (Tables) Sheet http://www.expediainc.com/role/PropertyandEquipmentNetTables Property and Equipment, Net (Tables) Tables http://www.expediainc.com/role/PropertyandEquipmentNet 34 false false R35.htm 2317304 - Disclosure - Leases (Tables) Sheet http://www.expediainc.com/role/LeasesTables Leases (Tables) Tables http://www.expediainc.com/role/Leases 35 false false R36.htm 2323305 - Disclosure - Goodwill and Intangible Assets, Net (Tables) Sheet http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetTables Goodwill and Intangible Assets, Net (Tables) Tables http://www.expediainc.com/role/GoodwillandIntangibleAssetsNet 36 false false R37.htm 2330306 - Disclosure - Debt (Tables) Sheet http://www.expediainc.com/role/DebtTables Debt (Tables) Tables http://www.expediainc.com/role/Debt 37 false false R38.htm 2336307 - Disclosure - Stock-Based Awards and Other Equity Instruments (Tables) Sheet http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsTables Stock-Based Awards and Other Equity Instruments (Tables) Tables http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstruments 38 false false R39.htm 2342308 - Disclosure - Income Taxes (Tables) Sheet http://www.expediainc.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.expediainc.com/role/IncomeTaxes 39 false false R40.htm 2350309 - Disclosure - Capital Stock (Tables) Sheet http://www.expediainc.com/role/CapitalStockTables Capital Stock (Tables) Tables http://www.expediainc.com/role/CapitalStock 40 false false R41.htm 2357310 - Disclosure - Earnings Per Share (Tables) Sheet http://www.expediainc.com/role/EarningsPerShareTables Earnings Per Share (Tables) Tables http://www.expediainc.com/role/EarningsPerShare 41 false false R42.htm 2364311 - Disclosure - Other Income (Expense) (Tables) Sheet http://www.expediainc.com/role/OtherIncomeExpenseTables Other Income (Expense) (Tables) Tables http://www.expediainc.com/role/OtherIncomeExpense 42 false false R43.htm 2367312 - Disclosure - Commitments and Contingencies (Tables) Sheet http://www.expediainc.com/role/CommitmentsandContingenciesTables Commitments and Contingencies (Tables) Tables http://www.expediainc.com/role/CommitmentsandContingencies 43 false false R44.htm 2371313 - Disclosure - Acquisitions, Other Investments and Divestitures (Tables) Sheet http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresTables Acquisitions, Other Investments and Divestitures (Tables) Tables http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestitures 44 false false R45.htm 2379314 - Disclosure - Segment Information (Tables) Sheet http://www.expediainc.com/role/SegmentInformationTables Segment Information (Tables) Tables http://www.expediainc.com/role/SegmentInformation 45 false false R46.htm 2384315 - Disclosure - Valuation and Qualifying Accounts (Tables) Sheet http://www.expediainc.com/role/ValuationandQualifyingAccountsTables Valuation and Qualifying Accounts (Tables) Tables http://www.expediainc.com/role/ValuationandQualifyingAccounts 46 false false R47.htm 2387316 - Disclosure - Quarterly Financial Information (Unaudited) (Tables) Sheet http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedTables Quarterly Financial Information (Unaudited) (Tables) Tables http://www.expediainc.com/role/QuarterlyFinancialInformationUnaudited 47 false false R48.htm 2405401 - Disclosure - Significant Accounting Policies - Reclassifications (Details) Sheet http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails Significant Accounting Policies - Reclassifications (Details) Details 48 false false R49.htm 2406402 - Disclosure - Significant Accounting Policies - Additional Information (Details) Sheet http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails Significant Accounting Policies - Additional Information (Details) Details 49 false false R50.htm 2407403 - Disclosure - Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash (Details) Sheet http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash (Details) Details 50 false false R51.htm 2410404 - Disclosure - Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) Sheet http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails Fair Value Measurements - Financial Instruments Measured at Fair Value (Details) Details 51 false false R52.htm 2411405 - Disclosure - Fair Value Measurements - Additional Information (Details) Sheet http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails Fair Value Measurements - Additional Information (Details) Details 52 false false R53.htm 2414406 - Disclosure - Property and Equipment, Net - Components of Property and Equipment, Net (Details) Sheet http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails Property and Equipment, Net - Components of Property and Equipment, Net (Details) Details 53 false false R54.htm 2415407 - Disclosure - Property and Equipment, Net - Additional Information (Details) Sheet http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails Property and Equipment, Net - Additional Information (Details) Details 54 false false R55.htm 2418408 - Disclosure - Leases (Details) Sheet http://www.expediainc.com/role/LeasesDetails Leases (Details) Details http://www.expediainc.com/role/LeasesTables 55 false false R56.htm 2419409 - Disclosure - Leases Supplemental Cash Flow Information (Details) Sheet http://www.expediainc.com/role/LeasesSupplementalCashFlowInformationDetails Leases Supplemental Cash Flow Information (Details) Details 56 false false R57.htm 2420410 - Disclosure - Leases Supplemental Balance Sheet Information (Details) Sheet http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails Leases Supplemental Balance Sheet Information (Details) Details 57 false false R58.htm 2421411 - Disclosure - Leases Maturities of lease liabilities (Details) Sheet http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails Leases Maturities of lease liabilities (Details) Details 58 false false R59.htm 2424412 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets (Details) Sheet http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets (Details) Details 59 false false R60.htm 2425413 - Disclosure - Goodwill and Intangible Assets, Net - Additional Information (Details) Sheet http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails Goodwill and Intangible Assets, Net - Additional Information (Details) Details 60 false false R61.htm 2426414 - Disclosure - Goodwill and Intangible Assets, Net - Changes in Goodwill by Reportable Segment (Details) Sheet http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails Goodwill and Intangible Assets, Net - Changes in Goodwill by Reportable Segment (Details) Details 61 false false R62.htm 2427415 - Disclosure - Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) Sheet http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) Details 62 false false R63.htm 2428416 - Disclosure - Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Details) Sheet http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Details) Details 63 false false R64.htm 2431417 - Disclosure - Debt - Long Term Debt Outstanding (Details) Sheet http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails Debt - Long Term Debt Outstanding (Details) Details 64 false false R65.htm 2432418 - Disclosure - Debt - Additional Information (Details) Sheet http://www.expediainc.com/role/DebtAdditionalInformationDetails Debt - Additional Information (Details) Details 65 false false R66.htm 2434419 - Disclosure - Employee Benefit Plans - Additional Information (Details) Sheet http://www.expediainc.com/role/EmployeeBenefitPlansAdditionalInformationDetails Employee Benefit Plans - Additional Information (Details) Details 66 false false R67.htm 2437420 - Disclosure - Stock-Based Awards and Other Equity Instruments - Additional Information (Details) Sheet http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails Stock-Based Awards and Other Equity Instruments - Additional Information (Details) Details 67 false false R68.htm 2438421 - Disclosure - Stock-Based Awards and Other Equity Instruments - Summary of Restricted Stock Units Activity (Details) Sheet http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails Stock-Based Awards and Other Equity Instruments - Summary of Restricted Stock Units Activity (Details) Details 68 false false R69.htm 2439422 - Disclosure - Stock-Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) Sheet http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails Stock-Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) Details 69 false false R70.htm 2440423 - Disclosure - Stock-Based Awards and Other Equity Instruments - Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models (Details) Sheet http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails Stock-Based Awards and Other Equity Instruments - Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models (Details) Details 70 false false R71.htm 2443424 - Disclosure - Income Taxes - Domestic and Foreign Income Loss Before Income Taxes (Details) Sheet http://www.expediainc.com/role/IncomeTaxesDomesticandForeignIncomeLossBeforeIncomeTaxesDetails Income Taxes - Domestic and Foreign Income Loss Before Income Taxes (Details) Details 71 false false R72.htm 2444425 - Disclosure - Income Taxes - Summary of Provision for Income Taxes (Details) Sheet http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails Income Taxes - Summary of Provision for Income Taxes (Details) Details 72 false false R73.htm 2445426 - Disclosure - Income Taxes - Additional Information (Details) Sheet http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails Income Taxes - Additional Information (Details) Details 73 false false R74.htm 2446427 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) Sheet http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) Details 74 false false R75.htm 2447428 - Disclosure - Income Taxes - Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations Before Income Taxes (Details) Sheet http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails Income Taxes - Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations Before Income Taxes (Details) Details 75 false false R76.htm 2448429 - Disclosure - Income Taxes - Uncertain Tax Positions (Details) Sheet http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails Income Taxes - Uncertain Tax Positions (Details) Details 76 false false R77.htm 2451430 - Disclosure - Capital Stock - Additional Information (Details) Sheet http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails Capital Stock - Additional Information (Details) Details 77 false false R78.htm 2452431 - Disclosure - Capital Stock - Shares Repurchased (Details) Sheet http://www.expediainc.com/role/CapitalStockSharesRepurchasedDetails Capital Stock - Shares Repurchased (Details) Details 78 false false R79.htm 2453432 - Disclosure - Capital Stock - Summary of Dividends Declared (Details) Sheet http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails Capital Stock - Summary of Dividends Declared (Details) Details 79 false false R80.htm 2454433 - Disclosure - Capital Stock - Accumulated Other Comprehensive Loss (Details) Sheet http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails Capital Stock - Accumulated Other Comprehensive Loss (Details) Details 80 false false R81.htm 2455434 - Disclosure - Capital Stock - Effects of Changes in Noncontrolling Interest (Details) Sheet http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails Capital Stock - Effects of Changes in Noncontrolling Interest (Details) Details 81 false false R82.htm 2458435 - Disclosure - Earnings Per Share - Basic and Diluted earnings per Share (Details) Sheet http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails Earnings Per Share - Basic and Diluted earnings per Share (Details) Details 82 false false R83.htm 2459436 - Disclosure - Earnings Per Share - Additional Information (Details) Sheet http://www.expediainc.com/role/EarningsPerShareAdditionalInformationDetails Earnings Per Share - Additional Information (Details) Details 83 false false R84.htm 2461437 - Disclosure - Restructuring and Related Reorganization Charges - Additional Information (Details) Sheet http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesAdditionalInformationDetails Restructuring and Related Reorganization Charges - Additional Information (Details) Details 84 false false R85.htm 2462438 - Disclosure - Restructuring and Related Reorganization Charges - Summary of the Restructuring and Related Reorganization Activity (Details) Sheet http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails Restructuring and Related Reorganization Charges - Summary of the Restructuring and Related Reorganization Activity (Details) Details 85 false false R86.htm 2465439 - Disclosure - Other Income Expense (Details) Sheet http://www.expediainc.com/role/OtherIncomeExpenseDetails Other Income Expense (Details) Details 86 false false R87.htm 2468440 - Disclosure - Commitments and Contingencies - Schedule of Commitments and Obligations (Details) Sheet http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails Commitments and Contingencies - Schedule of Commitments and Obligations (Details) Details 87 false false R88.htm 2469441 - Disclosure - Commitments and Contingencies - Additional Information (Details) Sheet http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails Commitments and Contingencies - Additional Information (Details) Details 88 false false R89.htm 2472442 - Disclosure - Acquisitions, Other Investments and Divestitures - Summary of Fair Value of Assets Acquired and Liabilities Assumed in Conjunction with Acquisition (Details) Sheet http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails Acquisitions, Other Investments and Divestitures - Summary of Fair Value of Assets Acquired and Liabilities Assumed in Conjunction with Acquisition (Details) Details 89 false false R90.htm 2473443 - Disclosure - Acquisitions, Other Investments and Divestitures - Additional Information (Details) Sheet http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails Acquisitions, Other Investments and Divestitures - Additional Information (Details) Details 90 false false R91.htm 2475444 - Disclosure - Liberty Expedia Holdings Transaction (Details) Sheet http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails Liberty Expedia Holdings Transaction (Details) Details http://www.expediainc.com/role/LibertyExpediaHoldingsTransaction 91 false false R92.htm 2477445 - Disclosure - Related Party Transactions - Additional Information (Details) Sheet http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails Related Party Transactions - Additional Information (Details) Details 92 false false R93.htm 2480446 - Disclosure - Segment Information - Schedule of Segment Information (Details) Sheet http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails Segment Information - Schedule of Segment Information (Details) Details 93 false false R94.htm 2481447 - Disclosure - Segment Information - Revenue by Services and Geographic Area (Details) Sheet http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails Segment Information - Revenue by Services and Geographic Area (Details) Details 94 false false R95.htm 2482448 - Disclosure - Segment Information - Schedule of Property Plant and Equipment by Geographic Area (Details) Sheet http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails Segment Information - Schedule of Property Plant and Equipment by Geographic Area (Details) Details 95 false false R96.htm 2485449 - Disclosure - Valuation and Qualifying Accounts (Details) Sheet http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails Valuation and Qualifying Accounts (Details) Details http://www.expediainc.com/role/ValuationandQualifyingAccountsTables 96 false false R97.htm 2488450 - Disclosure - Quarterly Financial Information (Unaudited) - Schedule of Quarterly Financial Information (Details) Sheet http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedScheduleofQuarterlyFinancialInformationDetails Quarterly Financial Information (Unaudited) - Schedule of Quarterly Financial Information (Details) Details http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedTables 97 false false All Reports Book All Reports expe-20201231.htm expe-20201231.xsd expe-20201231_cal.xml expe-20201231_def.xml expe-20201231_lab.xml expe-20201231_pre.xml q42020ex-1020.htm q42020ex-1022.htm q42020ex-1023.htm q42020ex-1026.htm q42020ex-1027.htm q42020ex-1034.htm q42020ex-21.htm q42020ex-22.htm q42020ex-231.htm q42020ex-311.htm q42020ex-312.htm q42020ex-313.htm q42020ex-321.htm q42020ex-322.htm q42020ex-323.htm q42020ex-415.htm expe-20201231_g1.jpg http://xbrl.sec.gov/dei/2020-01-31 http://xbrl.sec.gov/country/2020-01-31 http://fasb.org/us-gaap/2020-01-31 http://fasb.org/srt/2020-01-31 http://xbrl.sec.gov/exch/2020-01-31 true true JSON 128 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "expe-20201231.htm": { "axisCustom": 0, "axisStandard": 45, "contextCount": 456, "dts": { "calculationLink": { "local": [ "expe-20201231_cal.xml" ] }, "definitionLink": { "local": [ "expe-20201231_def.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-eedm-def-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-eedm1-def-2020-01-31.xml" ] }, "inline": { "local": [ "expe-20201231.htm" ] }, "labelLink": { "local": [ "expe-20201231_lab.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-doc-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-doc-2020-01-31.xml", "https://xbrl.sec.gov/dei/2020/dei-doc-2020-01-31.xml" ] }, "presentationLink": { "local": [ "expe-20201231_pre.xml" ] }, "referenceLink": { "remote": [ "https://xbrl.sec.gov/dei/2020/dei-ref-2020-01-31.xml", "http://xbrl.fasb.org/srt/2020/elts/srt-ref-2020-01-31.xml", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-ref-2020-01-31.xml" ] }, "schema": { "local": [ "expe-20201231.xsd" ], "remote": [ "http://xbrl.fasb.org/srt/2020/elts/srt-2020-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-types-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-gaap-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-roles-2020-01-31.xsd", "http://xbrl.fasb.org/srt/2020/elts/srt-roles-2020-01-31.xsd", "https://xbrl.sec.gov/country/2020/country-2020-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-types-2020-01-31.xsd", "https://xbrl.sec.gov/dei/2020/dei-2020-01-31.xsd", "https://xbrl.sec.gov/exch/2020/exch-2020-01-31.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2020/elts/us-parts-codification-2020-01-31.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd" ] } }, "elementCount": 894, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2020-01-31": 8, "http://www.expediainc.com/20201231": 2, "http://xbrl.sec.gov/dei/2020-01-31": 4, "total": 14 }, "keyCustom": 90, "keyStandard": 524, "memberCustom": 72, "memberStandard": 68, "nsprefix": "expe", "nsuri": "http://www.expediainc.com/20201231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001001 - Document - Cover Page", "role": "http://www.expediainc.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101101 - Disclosure - Organization and Basis of Presentation", "role": "http://www.expediainc.com/role/OrganizationandBasisofPresentation", "shortName": "Organization and Basis of Presentation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2102102 - Disclosure - Significant Accounting Policies", "role": "http://www.expediainc.com/role/SignificantAccountingPolicies", "shortName": "Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueMeasurementInputsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2108103 - Disclosure - Fair Value Measurements", "role": "http://www.expediainc.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueMeasurementInputsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2112104 - Disclosure - Property and Equipment, Net", "role": "http://www.expediainc.com/role/PropertyandEquipmentNet", "shortName": "Property and Equipment, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2116105 - Disclosure - Leases", "role": "http://www.expediainc.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2122106 - Disclosure - Goodwill and Intangible Assets, Net", "role": "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNet", "shortName": "Goodwill and Intangible Assets, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2129107 - Disclosure - Debt", "role": "http://www.expediainc.com/role/Debt", "shortName": "Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CompensationAndEmployeeBenefitPlansOtherThanShareBasedCompensationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2133108 - Disclosure - Employee Benefit Plans", "role": "http://www.expediainc.com/role/EmployeeBenefitPlans", "shortName": "Employee Benefit Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CompensationAndEmployeeBenefitPlansOtherThanShareBasedCompensationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2135109 - Disclosure - Stock-Based Awards and Other Equity Instruments", "role": "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstruments", "shortName": "Stock-Based Awards and Other Equity Instruments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2141110 - Disclosure - Income Taxes", "role": "http://www.expediainc.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001002 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS", "role": "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "shortName": "CONSOLIDATED STATEMENTS OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:InvestmentIncomeInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2149111 - Disclosure - Capital Stock", "role": "http://www.expediainc.com/role/CapitalStock", "shortName": "Capital Stock", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2156112 - Disclosure - Earnings Per Share", "role": "http://www.expediainc.com/role/EarningsPerShare", "shortName": "Earnings Per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2160113 - Disclosure - Restructuring and Related Reorganization Charges", "role": "http://www.expediainc.com/role/RestructuringandRelatedReorganizationCharges", "shortName": "Restructuring and Related Reorganization Charges", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2163114 - Disclosure - Other Income (Expense)", "role": "http://www.expediainc.com/role/OtherIncomeExpense", "shortName": "Other Income (Expense)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2166115 - Disclosure - Commitments and Contingencies", "role": "http://www.expediainc.com/role/CommitmentsandContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2170116 - Disclosure - Acquisitions, Other Investments and Divestitures", "role": "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestitures", "shortName": "Acquisitions, Other Investments and Divestitures", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "expe:AssetAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2174117 - Disclosure - Liberty Expedia Holdings Transaction", "role": "http://www.expediainc.com/role/LibertyExpediaHoldingsTransaction", "shortName": "Liberty Expedia Holdings Transaction", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "expe:AssetAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2176118 - Disclosure - Related Party Transactions", "role": "http://www.expediainc.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2178119 - Disclosure - Segment Information", "role": "http://www.expediainc.com/role/SegmentInformation", "shortName": "Segment Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2183120 - Disclosure - Valuation and Qualifying Accounts", "role": "http://www.expediainc.com/role/ValuationandQualifyingAccounts", "shortName": "Valuation and Qualifying Accounts", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002003 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)", "role": "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical", "shortName": "CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i3bebfe51cc5c49e999381038835a9c85_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2186121 - Disclosure - Quarterly Financial Information (Unaudited)", "role": "http://www.expediainc.com/role/QuarterlyFinancialInformationUnaudited", "shortName": "Quarterly Financial Information (Unaudited)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2203201 - Disclosure - Significant Accounting Policies (Policies)", "role": "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies", "shortName": "Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2304301 - Disclosure - Significant Accounting Policies (Tables)", "role": "http://www.expediainc.com/role/SignificantAccountingPoliciesTables", "shortName": "Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "us-gaap:FairValueMeasurementInputsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2309302 - Disclosure - Fair Value Measurements (Tables)", "role": "http://www.expediainc.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:FairValueMeasurementInputsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2313303 - Disclosure - Property and Equipment, Net (Tables)", "role": "http://www.expediainc.com/role/PropertyandEquipmentNetTables", "shortName": "Property and Equipment, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2317304 - Disclosure - Leases (Tables)", "role": "http://www.expediainc.com/role/LeasesTables", "shortName": "Leases (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2323305 - Disclosure - Goodwill and Intangible Assets, Net (Tables)", "role": "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetTables", "shortName": "Goodwill and Intangible Assets, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2330306 - Disclosure - Debt (Tables)", "role": "http://www.expediainc.com/role/DebtTables", "shortName": "Debt (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2336307 - Disclosure - Stock-Based Awards and Other Equity Instruments (Tables)", "role": "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsTables", "shortName": "Stock-Based Awards and Other Equity Instruments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2342308 - Disclosure - Income Taxes (Tables)", "role": "http://www.expediainc.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003004 - Statement - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "role": "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "shortName": "CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfTreasuryStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2350309 - Disclosure - Capital Stock (Tables)", "role": "http://www.expediainc.com/role/CapitalStockTables", "shortName": "Capital Stock (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfTreasuryStockByClassTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2357310 - Disclosure - Earnings Per Share (Tables)", "role": "http://www.expediainc.com/role/EarningsPerShareTables", "shortName": "Earnings Per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2364311 - Disclosure - Other Income (Expense) (Tables)", "role": "http://www.expediainc.com/role/OtherIncomeExpenseTables", "shortName": "Other Income (Expense) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2367312 - Disclosure - Commitments and Contingencies (Tables)", "role": "http://www.expediainc.com/role/CommitmentsandContingenciesTables", "shortName": "Commitments and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2371313 - Disclosure - Acquisitions, Other Investments and Divestitures (Tables)", "role": "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresTables", "shortName": "Acquisitions, Other Investments and Divestitures (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2379314 - Disclosure - Segment Information (Tables)", "role": "http://www.expediainc.com/role/SegmentInformationTables", "shortName": "Segment Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "expe:ValuationAndQualifyingAccountsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2384315 - Disclosure - Valuation and Qualifying Accounts (Tables)", "role": "http://www.expediainc.com/role/ValuationandQualifyingAccountsTables", "shortName": "Valuation and Qualifying Accounts (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "expe:ValuationAndQualifyingAccountsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "us-gaap:QuarterlyFinancialInformationTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2387316 - Disclosure - Quarterly Financial Information (Unaudited) (Tables)", "role": "http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedTables", "shortName": "Quarterly Financial Information (Unaudited) (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:QuarterlyFinancialInformationTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CostOfGoodsAndServiceExcludingDepreciationDepletionAndAmortization", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405401 - Disclosure - Significant Accounting Policies - Reclassifications (Details)", "role": "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails", "shortName": "Significant Accounting Policies - Reclassifications (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i8a5b0609ac084ea3a08050c9d30d939e_D20190101-20191231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:CostOfGoodsAndServiceExcludingDepreciationDepletionAndAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "expe:PrepaidMerchantBookingsAssetCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406402 - Disclosure - Significant Accounting Policies - Additional Information (Details)", "role": "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "shortName": "Significant Accounting Policies - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "expe:PrepaidMerchantBookingsAssetCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004005 - Statement - CONSOLIDATED BALANCE SHEETS", "role": "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "shortName": "CONSOLIDATED BALANCE SHEETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RestrictedCashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407403 - Disclosure - Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash (Details)", "role": "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails", "shortName": "Significant Accounting Policies - Reconciliation of cash, cash equivalents and restricted cash (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RestrictedCashAndCashEquivalents", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "us-gaap:FairValueMeasurementInputsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i88a3df6177ea4e32aa644d0bec663059_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AssetsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410404 - Disclosure - Fair Value Measurements - Financial Instruments Measured at Fair Value (Details)", "role": "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails", "shortName": "Fair Value Measurements - Financial Instruments Measured at Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "us-gaap:FairValueMeasurementInputsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i88a3df6177ea4e32aa644d0bec663059_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AssetsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:GainLossOnInvestments", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2411405 - Disclosure - Fair Value Measurements - Additional Information (Details)", "role": "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "shortName": "Fair Value Measurements - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2414406 - Disclosure - Property and Equipment, Net - Components of Property and Equipment, Net (Details)", "role": "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails", "shortName": "Property and Equipment, Net - Components of Property and Equipment, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedComputerSoftwareNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415407 - Disclosure - Property and Equipment, Net - Additional Information (Details)", "role": "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails", "shortName": "Property and Equipment, Net - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedComputerSoftwareNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseRenewalTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418408 - Disclosure - Leases (Details)", "role": "http://www.expediainc.com/role/LeasesDetails", "shortName": "Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseRenewalTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419409 - Disclosure - Leases Supplemental Cash Flow Information (Details)", "role": "http://www.expediainc.com/role/LeasesSupplementalCashFlowInformationDetails", "shortName": "Leases Supplemental Cash Flow Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LeaseCostTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "expe:AssetsAndLiabilitiesLesseeTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseRightOfUseAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420410 - Disclosure - Leases Supplemental Balance Sheet Information (Details)", "role": "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails", "shortName": "Leases Supplemental Balance Sheet Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "expe:AssetsAndLiabilitiesLesseeTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:OperatingLeaseLiabilityCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2421411 - Disclosure - Leases Maturities of lease liabilities (Details)", "role": "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails", "shortName": "Leases Maturities of lease liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2424412 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets (Details)", "role": "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails", "shortName": "Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:IntangibleAssetsNetIncludingGoodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005006 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical)", "role": "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "shortName": "CONSOLIDATED BALANCE SHEETS (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:GoodwillImpairmentLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2425413 - Disclosure - Goodwill and Intangible Assets, Net - Additional Information (Details)", "role": "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "shortName": "Goodwill and Intangible Assets, Net - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-8", "lang": "en-US", "name": "us-gaap:GoodwillImpairedAccumulatedImpairmentLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i8f541164a9a144c9a5972aea7d5cf55e_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426414 - Disclosure - Goodwill and Intangible Assets, Net - Changes in Goodwill by Reportable Segment (Details)", "role": "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails", "shortName": "Goodwill and Intangible Assets, Net - Changes in Goodwill by Reportable Segment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "ide4ac4cbb98348cdaacf088ffbf8fa85_D20190101-20191231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:GoodwillAcquiredDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2427415 - Disclosure - Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details)", "role": "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails", "shortName": "Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2428416 - Disclosure - Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Details)", "role": "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails", "shortName": "Goodwill and Intangible Assets, Net - Estimated Future Amortization Expense Related to Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2431417 - Disclosure - Debt - Long Term Debt Outstanding (Details)", "role": "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails", "shortName": "Debt - Long Term Debt Outstanding (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "iab6058d9b3534d01833bc3af8c6e2864_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RepaymentsOfLongTermLinesOfCredit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2432418 - Disclosure - Debt - Additional Information (Details)", "role": "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "shortName": "Debt - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i7ed5800838fa48cabd7b2a17076bf070_I20191231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanMaximumAnnualContributionsPerEmployeePercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434419 - Disclosure - Employee Benefit Plans - Additional Information (Details)", "role": "http://www.expediainc.com/role/EmployeeBenefitPlansAdditionalInformationDetails", "shortName": "Employee Benefit Plans - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanMaximumAnnualContributionsPerEmployeePercent", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2437420 - Disclosure - Stock-Based Awards and Other Equity Instruments - Additional Information (Details)", "role": "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails", "shortName": "Stock-Based Awards and Other Equity Instruments - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "ib25bd532004f404db544f1cf4d83e09d_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2438421 - Disclosure - Stock-Based Awards and Other Equity Instruments - Summary of Restricted Stock Units Activity (Details)", "role": "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails", "shortName": "Stock-Based Awards and Other Equity Instruments - Summary of Restricted Stock Units Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id738a91f53394b828bb75904ba8ab0bf_I20171231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i2ebd808b9ed94445a9522f359bfc1ed1_I20191231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2439422 - Disclosure - Stock-Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details)", "role": "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails", "shortName": "Stock-Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i333cdd60e75b484abb15cd423e23de94_I20171231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i41a6f3f4c9e24e73905ebb20f64996c5_I20171231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:SharesIssued", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006007 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY", "role": "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "shortName": "CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i41a6f3f4c9e24e73905ebb20f64996c5_I20171231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:SharesIssued", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i84dce03e950d409097925a127a1021cc_D20180101-20181231", "decimals": "4", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2440423 - Disclosure - Stock-Based Awards and Other Equity Instruments - Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models (Details)", "role": "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails", "shortName": "Stock-Based Awards and Other Equity Instruments - Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i84dce03e950d409097925a127a1021cc_D20180101-20181231", "decimals": "4", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2443424 - Disclosure - Income Taxes - Domestic and Foreign Income Loss Before Income Taxes (Details)", "role": "http://www.expediainc.com/role/IncomeTaxesDomesticandForeignIncomeLossBeforeIncomeTaxesDetails", "shortName": "Income Taxes - Domestic and Foreign Income Loss Before Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2444425 - Disclosure - Income Taxes - Summary of Provision for Income Taxes (Details)", "role": "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails", "shortName": "Income Taxes - Summary of Provision for Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "expe:CurrentIncomeTaxBenefitAssociatedWithStockBasedAwards", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2445426 - Disclosure - Income Taxes - Additional Information (Details)", "role": "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails", "shortName": "Income Taxes - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2446427 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details)", "role": "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails", "shortName": "Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2447428 - Disclosure - Income Taxes - Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations Before Income Taxes (Details)", "role": "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails", "shortName": "Income Taxes - Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations Before Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i8f541164a9a144c9a5972aea7d5cf55e_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2448429 - Disclosure - Income Taxes - Uncertain Tax Positions (Details)", "role": "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails", "shortName": "Income Taxes - Uncertain Tax Positions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:SummaryOfIncomeTaxContingenciesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "if6825ccc1a5e46dcbfcb02c57c2f2be8_I20200505", "decimals": "-6", "first": true, "lang": "en-US", "name": "expe:ClosingFeesPaid", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2451430 - Disclosure - Capital Stock - Additional Information (Details)", "role": "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "shortName": "Capital Stock - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "if6825ccc1a5e46dcbfcb02c57c2f2be8_I20200505", "decimals": "-6", "first": true, "lang": "en-US", "name": "expe:ClosingFeesPaid", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:TreasuryStockSharesAcquired", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2452431 - Disclosure - Capital Stock - Shares Repurchased (Details)", "role": "http://www.expediainc.com/role/CapitalStockSharesRepurchasedDetails", "shortName": "Capital Stock - Shares Repurchased (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "2", "lang": "en-US", "name": "us-gaap:TreasuryStockAcquiredAverageCostPerShare", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DividendsDeclaredTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i726fcea5348c41ae95192b7150475ca2_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockDividendsPerShareCashPaid", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2453432 - Disclosure - Capital Stock - Summary of Dividends Declared (Details)", "role": "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails", "shortName": "Capital Stock - Summary of Dividends Declared (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DividendsDeclaredTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i726fcea5348c41ae95192b7150475ca2_D20200101-20201231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockDividendsPerShareCashPaid", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "ide4ac4cbb98348cdaacf088ffbf8fa85_D20190101-20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAttributableToRedeemableNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1007008 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)", "role": "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITYParenthetical", "shortName": "CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "ide4ac4cbb98348cdaacf088ffbf8fa85_D20190101-20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAttributableToRedeemableNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "idb285b1763494011b07d6c823a6054c2_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "expe:CumulativeTranslationAdjustmentForNetInvestmentHedgesNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2454433 - Disclosure - Capital Stock - Accumulated Other Comprehensive Loss (Details)", "role": "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails", "shortName": "Capital Stock - Accumulated Other Comprehensive Loss (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "idb285b1763494011b07d6c823a6054c2_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "expe:CumulativeTranslationAdjustmentForNetInvestmentHedgesNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i71074b7144fa4a1083acdd5b62124d23_I20180831", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455434 - Disclosure - Capital Stock - Effects of Changes in Noncontrolling Interest (Details)", "role": "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails", "shortName": "Capital Stock - Effects of Changes in Noncontrolling Interest (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i71074b7144fa4a1083acdd5b62124d23_I20180831", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2458435 - Disclosure - Earnings Per Share - Basic and Diluted earnings per Share (Details)", "role": "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails", "shortName": "Earnings Per Share - Basic and Diluted earnings per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-3", "lang": "en-US", "name": "expe:IncrementalCommonSharesAttributableToCallOptions", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2459436 - Disclosure - Earnings Per Share - Additional Information (Details)", "role": "http://www.expediainc.com/role/EarningsPerShareAdditionalInformationDetails", "shortName": "Earnings Per Share - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2461437 - Disclosure - Restructuring and Related Reorganization Charges - Additional Information (Details)", "role": "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesAdditionalInformationDetails", "shortName": "Restructuring and Related Reorganization Charges - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedCostExpectedCost1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i8f541164a9a144c9a5972aea7d5cf55e_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RestructuringReserve", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2462438 - Disclosure - Restructuring and Related Reorganization Charges - Summary of the Restructuring and Related Reorganization Activity (Details)", "role": "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails", "shortName": "Restructuring and Related Reorganization Charges - Summary of the Restructuring and Related Reorganization Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:PaymentsForRestructuring", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ForeignCurrencyTransactionGainLossBeforeTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2465439 - Disclosure - Other Income Expense (Details)", "role": "http://www.expediainc.com/role/OtherIncomeExpenseDetails", "shortName": "Other Income Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "us-gaap:OtherIncomeAndOtherExpenseDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ForeignCurrencyTransactionGainLossBeforeTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2468440 - Disclosure - Commitments and Contingencies - Schedule of Commitments and Obligations (Details)", "role": "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails", "shortName": "Commitments and Contingencies - Schedule of Commitments and Obligations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyAccrualAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2469441 - Disclosure - Commitments and Contingencies - Additional Information (Details)", "role": "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails", "shortName": "Commitments and Contingencies - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyAccrualAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R89": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2472442 - Disclosure - Acquisitions, Other Investments and Divestitures - Summary of Fair Value of Assets Acquired and Liabilities Assumed in Conjunction with Acquisition (Details)", "role": "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails", "shortName": "Acquisitions, Other Investments and Divestitures - Summary of Fair Value of Assets Acquired and Liabilities Assumed in Conjunction with Acquisition (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "ia7d3e26236884f13a8da84176fad9ae2_I20181231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1008009 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS", "role": "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "shortName": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "expe:AmortizationAndImpairmentOfIntangibleAssetsExcludingGoodwill", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R90": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i6adf9668d1f9455086ffa64cf9714940_I20181231", "decimals": "INF", "first": true, "lang": "en-US", "name": "expe:NumberOfBusinessCombinations", "reportCount": 1, "unique": true, "unitRef": "business", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2473443 - Disclosure - Acquisitions, Other Investments and Divestitures - Additional Information (Details)", "role": "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "shortName": "Acquisitions, Other Investments and Divestitures - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i6adf9668d1f9455086ffa64cf9714940_I20181231", "decimals": "INF", "first": true, "lang": "en-US", "name": "expe:NumberOfBusinessCombinations", "reportCount": 1, "unique": true, "unitRef": "business", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2475444 - Disclosure - Liberty Expedia Holdings Transaction (Details)", "role": "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "shortName": "Liberty Expedia Holdings Transaction (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "expe:AssetAcquisitionTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i708b3538554f420c80262d2e18b83238_I20190726", "decimals": "-6", "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R92": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "iab33f1618aec4608a665b0aa5d8c37c1_I20190726", "decimals": "INF", "first": true, "lang": "en-US", "name": "expe:CommonStockVotingPowerPercentage", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2477445 - Disclosure - Related Party Transactions - Additional Information (Details)", "role": "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "shortName": "Related Party Transactions - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i8fe756c6f93f41ad9c9fd34d1454aa68_I20190712", "decimals": "INF", "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R93": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "us-gaap:QuarterlyFinancialInformationTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i828b12e6183244a7aaca2afce07c8d07_D20201001-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2480446 - Disclosure - Segment Information - Schedule of Segment Information (Details)", "role": "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails", "shortName": "Segment Information - Schedule of Segment Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i90ac839669b648bcbe9abd911ae417ad_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "expe:IntersegmentRevenue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R94": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "us-gaap:QuarterlyFinancialInformationTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i828b12e6183244a7aaca2afce07c8d07_D20201001-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2481447 - Disclosure - Segment Information - Revenue by Services and Geographic Area (Details)", "role": "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "shortName": "Segment Information - Revenue by Services and Geographic Area (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRevenueFromExternalCustomersAttributedToForeignCountriesByGeographicAreaTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i487ca9d197b744c1868dfc880336acdb_D20200101-20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R95": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "id2f23361b41e4bb9b79a08d3b4e02d9c_I20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2482448 - Disclosure - Segment Information - Schedule of Property Plant and Equipment by Geographic Area (Details)", "role": "http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails", "shortName": "Segment Information - Schedule of Property Plant and Equipment by Geographic Area (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEntityWideDisclosureOnGeographicAreasLongLivedAssetsInIndividualForeignCountriesByCountryTextBlock", "ix:continuation", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "iddc894fee1994b96b466601aca7acf3e_I20201231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R96": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "expe:ValuationAndQualifyingAccountsTableTextBlock", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "ia04caa3063a84f579f6d901803876a2c_I20191231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2485449 - Disclosure - Valuation and Qualifying Accounts (Details)", "role": "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails", "shortName": "Valuation and Qualifying Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "expe:ValuationAndQualifyingAccountsTableTextBlock", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i357932a3d66e415a945fe35094f2774a_I20171231", "decimals": "-6", "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R97": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "us-gaap:QuarterlyFinancialInformationTextBlock", "body", "html" ], "baseRef": "expe-20201231.htm", "contextRef": "i828b12e6183244a7aaca2afce07c8d07_D20201001-20201231", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2488450 - Disclosure - Quarterly Financial Information (Unaudited) - Schedule of Quarterly Financial Information (Details)", "role": "http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedScheduleofQuarterlyFinancialInformationDetails", "shortName": "Quarterly Financial Information (Unaudited) - Schedule of Quarterly Financial Information (Details)", "subGroupType": "details", "uniqueAnchor": null } }, "segmentCount": 144, "tag": { "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]", "terseLabel": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r762", "r763", "r764" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r765" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r760" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "textBlockItemType" }, "dei_EntitiesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to assemble all relevant information about each entity associated with the document instance", "label": "Entities [Table]", "terseLabel": "Entities [Table]" } } }, "localname": "EntitiesTable", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r766" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r766" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r766" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Entity Information [Line Items]", "terseLabel": "Entity Information [Line Items]" } } }, "localname": "EntityInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r768" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityListingsExchangeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The axis of a table defines the relationship between the domain members or categories in the table and the line items or concepts that complete the table.", "label": "Entity Listings, Exchange [Axis]", "terseLabel": "Entity Listings, Exchange [Axis]" } } }, "localname": "EntityListingsExchangeAxis", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r766" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r766" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r766" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Smaller Reporting Company" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r766" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_ExchangeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of all exchanges. MIC exchange codes are drawn from ISO 10383.", "label": "Exchange [Domain]", "terseLabel": "Exchange [Domain]" } } }, "localname": "ExchangeDomain", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "domainItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r762", "r763", "r764" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r759" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r761" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "exch_XNGS": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NASDAQ/NGS (GLOBAL SELECT MARKET) [Member]", "terseLabel": "The Nasdaq Global Select Market" } } }, "localname": "XNGS", "nsuri": "http://xbrl.sec.gov/exch/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "domainItemType" }, "exch_XNYS": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NEW YORK STOCK EXCHANGE, INC. [Member]", "terseLabel": "New York Stock Exchange" } } }, "localname": "XNYS", "nsuri": "http://xbrl.sec.gov/exch/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CoverPage" ], "xbrltype": "domainItemType" }, "expe_AAETravelPte.Ltd.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "AAE Travel Pte. Ltd. [Member]", "label": "AAE Travel Pte. Ltd. [Member]", "terseLabel": "AAE Travel Pte. Ltd." } } }, "localname": "AAETravelPte.Ltd.Member", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails" ], "xbrltype": "domainItemType" }, "expe_APFortHoldingsL.P.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "AP Fort Holdings, L.P. [Member]", "label": "AP Fort Holdings, L.P. [Member]", "terseLabel": "AP Fort Holdings, L.P." } } }, "localname": "APFortHoldingsL.P.Member", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_AccountsPayableMerchant": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Consists primarily of amounts billed from suppliers subsequent to the customers use of services.", "label": "Accounts Payable Merchant", "terseLabel": "Accounts payable, merchant" } } }, "localname": "AccountsPayableMerchant", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "expe_AccountsReceivableAllowanceForCreditLossOtherPeriodIncreaseDecrease": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accounts Receivable, Allowance For Credit Loss, Other Period Increase (Decrease)", "label": "Accounts Receivable, Allowance For Credit Loss, Other Period Increase (Decrease)", "terseLabel": "Allowance for credit loss, other period increase (decrease)" } } }, "localname": "AccountsReceivableAllowanceForCreditLossOtherPeriodIncreaseDecrease", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_AccountsReceivableCreditLossExpenseReversalAndOtherNoncashIncomeExpense": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Accounts Receivable, Credit Loss Expense (Reversal) And Other Noncash (Income) Expense", "label": "Accounts Receivable, Credit Loss Expense (Reversal) And Other Noncash (Income) Expense", "terseLabel": "Provision for credit losses and other, net" } } }, "localname": "AccountsReceivableCreditLossExpenseReversalAndOtherNoncashIncomeExpense", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "expe_AdjustedEarningsBeforeIncomeTaxDepreciationAmortization": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjusted earnings before income tax, depreciation, and amortization, which is the primary operating metric for which our CODM manages our business.", "label": "Adjusted Earnings Before Income Tax Depreciation Amortization", "terseLabel": "Adjusted EBITDA" } } }, "localname": "AdjustedEarningsBeforeIncomeTaxDepreciationAmortization", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_AdvertisingMediaAndOtherCustomersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Advertising, Media, And Other Customers [Member]", "label": "Advertising, Media, And Other Customers [Member]", "terseLabel": "Advertising, media and other" } } }, "localname": "AdvertisingMediaAndOtherCustomersMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "expe_AdvertisingandMediaCustomersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Advertising and Media Customers [Member]", "label": "Advertising and Media Customers [Member]", "terseLabel": "Advertising and media" } } }, "localname": "AdvertisingandMediaCustomersMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "expe_AgencyCustomersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency Customers [Member]", "label": "Agency Customers [Member]", "terseLabel": "Agency" } } }, "localname": "AgencyCustomersMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "expe_AgreementAndPlanOfMergerMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreement And Plan Of Merger", "label": "Agreement And Plan Of Merger [Member]", "terseLabel": "Agreement And Plan Of Merger" } } }, "localname": "AgreementAndPlanOfMergerMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_AirAsiaMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "AirAsia [Member]", "label": "AirAsia [Member]", "terseLabel": "Air Asia" } } }, "localname": "AirAsiaMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails" ], "xbrltype": "domainItemType" }, "expe_AirMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Air [Member]", "label": "Air [Member]", "terseLabel": "Air" } } }, "localname": "AirMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "expe_AirplaneOwnershipInterest": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Airplane Ownership Interest", "label": "Airplane Ownership Interest", "terseLabel": "Airplane ownership interest" } } }, "localname": "AirplaneOwnershipInterest", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "expe_AirplaneTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Airplane Two [Member]", "label": "Airplane Two [Member]", "terseLabel": "Two aircraft" } } }, "localname": "AirplaneTwoMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_AllOtherCountriesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Balances and or activity atributable to all countries other than the United States.", "label": "All Other Countries [Member]", "terseLabel": "All other countries" } } }, "localname": "AllOtherCountriesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "expe_AmendedCreditFacilityMaturingonMay312023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Amended Credit Facility Maturing on May 31, 2023 [Member]", "label": "Amended Credit Facility Maturing on May 31, 2023 [Member]", "terseLabel": "Amended credit facility maturing on may 31, 2023" } } }, "localname": "AmendedCreditFacilityMaturingonMay312023Member", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_AmortizationAndImpairmentOfIntangibleAssetsExcludingGoodwill": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization And Impairment Of Intangible Assets (Excluding Goodwill)", "label": "Amortization And Impairment Of Intangible Assets (Excluding Goodwill)", "terseLabel": "Amortization and impairment of intangible assets" } } }, "localname": "AmortizationAndImpairmentOfIntangibleAssetsExcludingGoodwill", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "expe_AssetAcquisitionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Asset Acquisition [Abstract]", "label": "Asset Acquisition [Abstract]", "terseLabel": "Asset Acquisition [Abstract]" } } }, "localname": "AssetAcquisitionAbstract", "nsuri": "http://www.expediainc.com/20201231", "xbrltype": "stringItemType" }, "expe_AssetAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "[Line Items] for Asset Acquisition [Table]", "label": "Asset Acquisition [Line Items]", "terseLabel": "Asset Acquisition [Line Items]" } } }, "localname": "AssetAcquisitionLineItems", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "stringItemType" }, "expe_AssetAcquisitionTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Asset Acquisition [Table]", "label": "Asset Acquisition [Table]", "terseLabel": "Asset Acquisition [Table]" } } }, "localname": "AssetAcquisitionTable", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "stringItemType" }, "expe_AssetAcquisitionTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Asset Acquisition [Text Block]", "label": "Asset Acquisition [Text Block]", "terseLabel": "Liberty Expedia Holdings Transaction" } } }, "localname": "AssetAcquisitionTextBlock", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransaction" ], "xbrltype": "textBlockItemType" }, "expe_AssetsAndLiabilitiesLesseeTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Assets And Liabilities, Lessee [Table Text Block]", "label": "Assets And Liabilities, Lessee [Table Text Block]", "terseLabel": "Schedule of Supplemental Balance Sheet Information for Operating Leases" } } }, "localname": "AssetsAndLiabilitiesLesseeTableTextBlock", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "expe_Bodybuilding.comMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bodybuilding.com [Member]", "label": "Bodybuilding.com [Member]", "terseLabel": "Bodybuilding.com" } } }, "localname": "Bodybuilding.comMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "expe_BuildingsAndLeaseholdImprovementsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Buildings and Leasehold Improvements [Member]", "label": "Buildings and Leasehold Improvements [Member]", "terseLabel": "Buildings and leasehold improvements" } } }, "localname": "BuildingsAndLeaseholdImprovementsMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "expe_BusinessToBusinessMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business To Business [Member]", "label": "Business To Business [Member]", "terseLabel": "B2B" } } }, "localname": "BusinessToBusinessMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "expe_BusinessToBusinessMemberMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business To Business Member", "label": "Business To Business Member [Member]", "terseLabel": "B2B" } } }, "localname": "BusinessToBusinessMemberMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails" ], "xbrltype": "domainItemType" }, "expe_ClassOfWarrantOrRightExpirationPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class Of Warrant Or Right, Expiration Period", "label": "Class Of Warrant Or Right, Expiration Period", "terseLabel": "Class of warrant or right, expiration period" } } }, "localname": "ClassOfWarrantOrRightExpirationPeriod", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "expe_ClassofWarrantorRightSharesPurchases": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of Warrant or Right, Shares, Purchases", "label": "Class of Warrant or Right, Shares, Purchases", "terseLabel": "Warrants purchased (in shares)" } } }, "localname": "ClassofWarrantorRightSharesPurchases", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "expe_ClosingFeesPaid": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Closing Fees Paid", "label": "Closing Fees Paid", "terseLabel": "Closing fees, paid" } } }, "localname": "ClosingFeesPaid", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_CommitmentsAndObligations": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total commitments and obligations", "label": "Commitments And Obligations", "totalLabel": "Total" } } }, "localname": "CommitmentsAndObligations", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_CommitmentsAndObligationsDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 4.0, "parentTag": "expe_CommitmentsAndObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Commitments And Obligations More Than Five Years", "label": "Commitments And Obligations, Due After Fifth Year", "terseLabel": "More\u00a0than 5\u00a0 years" } } }, "localname": "CommitmentsAndObligationsDueAfterFifthYear", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_CommitmentsAndObligationsDueinFourthandFifthYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 3.0, "parentTag": "expe_CommitmentsAndObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Commitments And Obligations Between Three to Five Years", "label": "Commitments And Obligations, Due in Fourth and Fifth Year", "terseLabel": "3\u00a0to\u00a05 years" } } }, "localname": "CommitmentsAndObligationsDueinFourthandFifthYear", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_CommitmentsAndObligationsDueinNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 1.0, "parentTag": "expe_CommitmentsAndObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Commitments and obligations less than one year", "label": "Commitments And Obligations, Due in Next Twelve Months", "terseLabel": "Less\u00a0than 1\u00a0 year" } } }, "localname": "CommitmentsAndObligationsDueinNextTwelveMonths", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_CommitmentsAndObligationsDueinSecondandThirdYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 2.0, "parentTag": "expe_CommitmentsAndObligations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Commitments and obligations between one to three years", "label": "Commitments And Obligations, Due in Second and Third Year", "terseLabel": "1\u00a0to\u00a03 years" } } }, "localname": "CommitmentsAndObligationsDueinSecondandThirdYear", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_CommonStockVotingPowerPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Voting Power Percentage", "label": "Common Stock, Voting Power Percentage", "terseLabel": "Common stock, voting power percentage" } } }, "localname": "CommonStockVotingPowerPercentage", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "expe_ComprehensiveIncomeLossNetofTaxAttributableToCommonStockholders": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Comprehensive Income (Loss), Net of Tax, Attributable To Common Stockholders'", "label": "Comprehensive Income (Loss), Net of Tax, Attributable To Common Stockholders'", "totalLabel": "Comprehensive income (loss) attributable to Expedia Group, Inc. common stockholders" } } }, "localname": "ComprehensiveIncomeLossNetofTaxAttributableToCommonStockholders", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "expe_ConversionOfStockFutureExchangeRightsMaximumShareAmount": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversion Of Stock, Future Exchange Rights, Maximum Share Amount", "label": "Conversion Of Stock, Future Exchange Rights, Maximum Share Amount", "terseLabel": "Conversion Of stock, future exchange rights, maximum share amount" } } }, "localname": "ConversionOfStockFutureExchangeRightsMaximumShareAmount", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "expe_CorporateAndEliminationsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Corporate And Eliminations [Member]", "label": "Corporate And Eliminations [Member]", "terseLabel": "Corporate\u00a0& Eliminations" } } }, "localname": "CorporateAndEliminationsMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "expe_CumulativeTranslationAdjustmentForNetInvestmentHedgeBeforeTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cumulative translation adjustment in other comprehensive income reflecting gains or losses on foreign currency derivatives those are designated as, and are effective as, hedges of a net investment in a foreign entity, before tax effect.", "label": "Cumulative Translation Adjustment for Net Investment Hedge, Before Tax", "terseLabel": "Foreign currency translation gains (losses), before tax" } } }, "localname": "CumulativeTranslationAdjustmentForNetInvestmentHedgeBeforeTax", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "monetaryItemType" }, "expe_CumulativeTranslationAdjustmentForNetInvestmentHedgesNetOfTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cumulative Translation Adjustment for Net Investment Hedges, Net of Tax", "label": "Cumulative Translation Adjustment for Net Investment Hedges, Net of Tax", "terseLabel": "Foreign currency translation gains (losses), net of tax" } } }, "localname": "CumulativeTranslationAdjustmentForNetInvestmentHedgesNetOfTax", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "monetaryItemType" }, "expe_CurrentIncomeTaxBenefitAssociatedWithStockBasedAwards": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Current Income Tax Benefit Associated With Stock Based Awards.", "label": "Current Income Tax Benefit Associated With Stock Based Awards", "terseLabel": "Income tax benefit associated with employees exercise of stock-based awards", "verboseLabel": "Reduction in current income tax payable attributable to stock-based compensation" } } }, "localname": "CurrentIncomeTaxBenefitAssociatedWithStockBasedAwards", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_CustomerLoyaltyProgramPeriodofRecognition": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Customer Loyalty Program, Period of Recognition", "label": "Customer Loyalty Program, Period of Recognition", "terseLabel": "Customer loyalty program, period of recognition" } } }, "localname": "CustomerLoyaltyProgramPeriodofRecognition", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "expe_DebtInstrumentCovenantLeverageRatioMaximum": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Covenant, Leverage Ratio, Maximum", "label": "Debt Instrument, Covenant, Leverage Ratio, Maximum", "terseLabel": "Debt instrument, covenant, leverage ratio, maximum" } } }, "localname": "DebtInstrumentCovenantLeverageRatioMaximum", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "pureItemType" }, "expe_DebtInstrumentInterestRateAdditionalInterestIfCertainObligationsAreNotSatisfied": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Debt Instrument, Interest Rate, Additional Interest If Certain Obligations Are Not Satisfied", "label": "Debt Instrument, Interest Rate, Additional Interest If Certain Obligations Are Not Satisfied", "terseLabel": "Additional interest if certain obligations are not satisfied" } } }, "localname": "DebtInstrumentInterestRateAdditionalInterestIfCertainObligationsAreNotSatisfied", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "pureItemType" }, "expe_DeclarationDateEightMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Declaration Date Eight [Member]", "label": "Declaration Date Eight [Member]", "terseLabel": "July 23, 2018" } } }, "localname": "DeclarationDateEightMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeclarationDateFiveMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Declaration Date Five [Member]", "label": "Declaration Date Five [Member]", "terseLabel": "November 6, 2019" } } }, "localname": "DeclarationDateFiveMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeclarationDateFourMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Declaration Date Four [Member]", "label": "Declaration Date Four [Member]", "terseLabel": "July 24, 2019" } } }, "localname": "DeclarationDateFourMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeclarationDateNineMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Declaration Date Nine [Member]", "label": "Declaration Date Nine [Member]", "terseLabel": "October 19, 2018" } } }, "localname": "DeclarationDateNineMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeclarationDateOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "February 4, 2015", "label": "Declaration Date One [Member]", "terseLabel": "February 13, 2020" } } }, "localname": "DeclarationDateOneMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeclarationDateSevenMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Declaration Date Seven [Member]", "label": "Declaration Date Seven [Member]", "terseLabel": "April 24, 2018" } } }, "localname": "DeclarationDateSevenMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeclarationDateSixMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Declaration Date Six [Member]", "label": "Declaration Date Six [Member]", "terseLabel": "February 7, 2018" } } }, "localname": "DeclarationDateSixMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeclarationDateThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Declaration Date Three [Member]", "label": "Declaration Date Three [Member]", "terseLabel": "May 1, 2019" } } }, "localname": "DeclarationDateThreeMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeclarationDateTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "February 5, 2014", "label": "Declaration Date Two [Member]", "terseLabel": "February 6, 2019" } } }, "localname": "DeclarationDateTwoMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "expe_DeferredLoyaltyRewardsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Loyalty Rewards [Member]", "label": "Deferred Loyalty Rewards [Member]", "terseLabel": "Deferred Loyalty Rewards" } } }, "localname": "DeferredLoyaltyRewardsMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_DeferredMerchantBookingLiabilityDecreaseDuetoRecognitionDuringPeriod": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Merchant Booking Liability, Decrease Due to Recognition During Period", "label": "Deferred Merchant Booking Liability, Decrease Due to Recognition During Period", "terseLabel": "Deferred merchant booking liability, decrease due to recognition during period" } } }, "localname": "DeferredMerchantBookingLiabilityDecreaseDuetoRecognitionDuringPeriod", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_DeferredMerchantBookings": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Consists of amounts received from travelers who have not yet traveled.", "label": "Deferred Merchant Bookings", "terseLabel": "Deferred merchant bookings" } } }, "localname": "DeferredMerchantBookings", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "expe_DeferredMerchantBookingsLiabilityCurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Merchant Bookings Liability, Current", "label": "Deferred Merchant Bookings Liability, Current", "terseLabel": "Deferred merchant bookings liability, current" } } }, "localname": "DeferredMerchantBookingsLiabilityCurrent", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_DeferredMerchantBookingsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Merchant Bookings [Member]", "label": "Deferred Merchant Bookings [Member]", "terseLabel": "Deferred Merchant Bookings" } } }, "localname": "DeferredMerchantBookingsMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_DeferredTaxAssetsLoyaltyProgram": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Loyalty Program", "label": "Deferred Tax Assets, Loyalty Program", "terseLabel": "Deferred loyalty rewards" } } }, "localname": "DeferredTaxAssetsLoyaltyProgram", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "expe_DeferredTaxAssetsNetOperatingLossAndTaxCreditCarryforwards": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Net Operating Loss And Tax Credit Carryforwards", "label": "Deferred Tax Assets Net Operating Loss And Tax Credit Carryforwards", "terseLabel": "Net operating loss and tax credit carryforwards" } } }, "localname": "DeferredTaxAssetsNetOperatingLossAndTaxCreditCarryforwards", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "expe_DeferredTaxAssetsOperatingLeaseLiabilities": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets, Operating Lease Liabilities", "label": "Deferred Tax Assets, Operating Lease Liabilities", "terseLabel": "Operating lease liabilities" } } }, "localname": "DeferredTaxAssetsOperatingLeaseLiabilities", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "expe_DeferredTaxLiabilitiesOperatingLeaseAssets": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Operating Lease Assets", "label": "Deferred Tax Liabilities, Operating Lease Assets", "negatedTerseLabel": "Operating lease ROU assets" } } }, "localname": "DeferredTaxLiabilitiesOperatingLeaseAssets", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "expe_DefinedContributionPlanEmployerMatchingContributionPerEachDollarAParticipantContributes": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Defined Contribution Plan, Employer Matching Contribution, Per Each Dollar A Participant Contributes", "label": "Defined Contribution Plan, Employer Matching Contribution, Per Each Dollar A Participant Contributes", "terseLabel": "Employer matching contribution per each dollar a participant contributes" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPerEachDollarAParticipantContributes", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/EmployeeBenefitPlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_DefinedContributionPlanEmployersMatchingContributionVestingPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Defined Contribution Plan, Employers Matching Contribution, Vesting Period", "label": "Defined Contribution Plan, Employers Matching Contribution, Vesting Period", "terseLabel": "Employee vesting period" } } }, "localname": "DefinedContributionPlanEmployersMatchingContributionVestingPeriod", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/EmployeeBenefitPlansAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "expe_Despegar.comCorp.Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Despegar.com Corp. [Member]", "label": "Despegar.com Corp. [Member]", "terseLabel": "Despegar.com Corp." } } }, "localname": "Despegar.comCorp.Member", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_DismissalBasedOnFindingNotSubjectToTax": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Dismissal findings.", "label": "Dismissal Based On Finding Not Subject To Tax", "terseLabel": "Dismissal based in finding not subject to tax" } } }, "localname": "DismissalBasedOnFindingNotSubjectToTax", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "positiveIntegerItemType" }, "expe_DomainNamesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Domain Names [Member]", "label": "Domain Names [Member]", "terseLabel": "Domain names" } } }, "localname": "DomainNamesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails" ], "xbrltype": "domainItemType" }, "expe_EffectiveIncomeTaxRateReconciliationDeductionForeignDerivedIntangibleIncome": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 12.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Deduction Foreign Derived Intangible Income", "label": "Effective Income Tax Rate Reconciliation, Deduction Foreign Derived Intangible Income", "negatedTerseLabel": "Foreign-derived intangible income" } } }, "localname": "EffectiveIncomeTaxRateReconciliationDeductionForeignDerivedIntangibleIncome", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "expe_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseAcquisitionSharebasedCompensationCostAmount": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 8.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Acquisition, Share-based Compensation Cost, Amount", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Acquisition, Share-based Compensation Cost, Amount", "terseLabel": "trivago stock-based compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseAcquisitionSharebasedCompensationCostAmount", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "expe_EffectiveIncomeTaxRateReconciliationReturntoProvisionAmount": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 7.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Return to Provision, Amount", "label": "Effective Income Tax Rate Reconciliation, Return to Provision, Amount", "terseLabel": "Return to provision true-ups" } } }, "localname": "EffectiveIncomeTaxRateReconciliationReturntoProvisionAmount", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "expe_EffectiveIncomeTaxRateReconciliationTaxCutsandJobsActof2017GlobalIntangibleLowTaxedIncomeAmount": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 11.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation,Tax Cuts and Jobs Act of 2017, Global Intangible Low-Taxed Income, Amount", "label": "Effective Income Tax Rate Reconciliation,Tax Cuts and Jobs Act of 2017, Global Intangible Low-Taxed Income, Amount", "terseLabel": "Global intangible low-taxed income" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCutsandJobsActof2017GlobalIntangibleLowTaxedIncomeAmount", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "expe_EighthAndNinthAnniversariesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Eighth And Ninth Anniversaries", "label": "Eighth And Ninth Anniversaries [Member]", "terseLabel": "Eighth And Ninth Anniversaries" } } }, "localname": "EighthAndNinthAnniversariesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_EmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Employee Stock Purchase Plan [Member]", "label": "Employee Stock Purchase Plan [Member]", "terseLabel": "Employee Stock Purchase Plan" } } }, "localname": "EmployeeStockPurchasePlanMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_EquityInstrumentsAndEmployeeStockPurchasePlanSharesExercisesInPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equity Instruments And Employee Stock Purchase Plan, Shares, Exercises In Period", "label": "Equity Instruments And Employee Stock Purchase Plan, Shares, Exercises In Period", "terseLabel": "Proceeds from exercise of equity instruments and employee stock purchase plans (in shares)" } } }, "localname": "EquityInstrumentsAndEmployeeStockPurchasePlanSharesExercisesInPeriod", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "expe_EquityInstrumentsAndEmployeeStockPurchasePlanValueExercisesInPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity Instruments And Employee Stock Purchase Plan, Value, Exercises In Period", "label": "Equity Instruments And Employee Stock Purchase Plan, Value, Exercises In Period", "terseLabel": "Proceeds from exercise of equity instruments and employee stock purchase plans" } } }, "localname": "EquityInstrumentsAndEmployeeStockPurchasePlanValueExercisesInPeriod", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "expe_ExchangeableDebenturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Exchangeable Debentures [Member]", "label": "Exchangeable Debentures [Member]", "terseLabel": "Exchangeable Debentures" } } }, "localname": "ExchangeableDebenturesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "domainItemType" }, "expe_ExchangeableSeniorDebenturesdue2047Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Exchangeable Senior Debentures due 2047 [Member]", "label": "Exchangeable Senior Debentures due 2047 [Member]", "terseLabel": "Exchangeable Senior Debentures due 2047" } } }, "localname": "ExchangeableSeniorDebenturesdue2047Member", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "domainItemType" }, "expe_ExpediaIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Expedia, Inc [Member]", "label": "Expedia, Inc [Member]", "terseLabel": "Expedia, Inc" } } }, "localname": "ExpediaIncMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_FifthSixthAndSeventhAnniversariesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fifth, Sixth And Seventh Anniversaries", "label": "Fifth, Sixth And Seventh Anniversaries [Member]", "terseLabel": "Fifth, Sixth And Seventh Anniversaries" } } }, "localname": "FifthSixthAndSeventhAnniversariesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_FivePointNineFivePercentSeniorNotesDueOnTwoZeroTwoZeroMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Five Point Nine Five Percent Senior Notes Due On Two Zero Two Zero", "label": "Five Point Nine Five Percent Senior Notes Due On Two Zero Two Zero [Member]", "terseLabel": "5.95% senior notes due 2020" } } }, "localname": "FivePointNineFivePercentSeniorNotesDueOnTwoZeroTwoZeroMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_FivePointZeroPercentSeniorNotesDueOnTwoZeroTwoSixMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Five Point Zero Percent Senior Notes Due On Two Zero Two Six [Member]", "label": "Five Point Zero Percent Senior Notes Due On Two Zero Two Six [Member]", "terseLabel": "5.0% senior notes due 2026" } } }, "localname": "FivePointZeroPercentSeniorNotesDueOnTwoZeroTwoSixMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_ForeignCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Foreign Credit Facility [Member]", "label": "Foreign Credit Facility [Member]", "terseLabel": "Foreign credit facility" } } }, "localname": "ForeignCreditFacilityMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_ForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstrumentsLiabilityGross": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability, Gross", "label": "Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability, Gross", "terseLabel": "Gross forward liability" } } }, "localname": "ForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstrumentsLiabilityGross", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_ForeignExchangeGainLossOnCashCashEquivalentsAndShortTermInvestmentsNet": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Foreign Exchange Gain Loss On Cash Cash Equivalents And Short Term Investments Net", "label": "Foreign Exchange Gain Loss On Cash Cash Equivalents And Short Term Investments Net", "negatedLabel": "Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net" } } }, "localname": "ForeignExchangeGainLossOnCashCashEquivalentsAndShortTermInvestmentsNet", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "expe_ForeignSubsidiaryOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Foreign Subsidiary One [Member]", "label": "Foreign Subsidiary One [Member]", "terseLabel": "international subsidiary" } } }, "localname": "ForeignSubsidiaryOneMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_FourPointFivePercentSeniorNotesDueOnTwoZeroTwoFourMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Four Point Five Percent Senior Notes Due On Two Zero Two Four [Member]", "label": "Four Point Five Percent Senior Notes Due On Two Zero Two Four [Member]", "terseLabel": "4.5% senior notes due 2024" } } }, "localname": "FourPointFivePercentSeniorNotesDueOnTwoZeroTwoFourMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Four Point Six Two Five Percent Senior Notes Due Two Thousand Twenty Seven [Member]", "label": "Four Point Six Two Five Percent Senior Notes Due Two Thousand Twenty Seven [Member]", "terseLabel": "4.625% senior notes due 2027" } } }, "localname": "FourPointSixTwoFivePercentSeniorNotesDueTwoThousandTwentySevenMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_FurnitureAndOtherEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Furniture and Other Equipment [Member]", "label": "Furniture and Other Equipment [Member]", "terseLabel": "Furniture and other equipment", "verboseLabel": "Furniture and Other Equipment" } } }, "localname": "FurnitureAndOtherEquipmentMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_Guarantees": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Guarantees", "label": "Guarantees", "totalLabel": "Total" } } }, "localname": "Guarantees", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_GuaranteesDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 4.0, "parentTag": "expe_Guarantees", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Guarantees, Due After Fifth Year", "label": "Guarantees, Due After Fifth Year", "terseLabel": "More\u00a0than 5\u00a0 years" } } }, "localname": "GuaranteesDueAfterFifthYear", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_GuaranteesDueinFourthandFifthyear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 3.0, "parentTag": "expe_Guarantees", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Guarantees, Due in Fourth and Fifth year", "label": "Guarantees, Due in Fourth and Fifth year", "terseLabel": "3\u00a0to\u00a05 years" } } }, "localname": "GuaranteesDueinFourthandFifthyear", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_GuaranteesDueinNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 1.0, "parentTag": "expe_Guarantees", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Guarantees, Due in Next Twelve Months", "label": "Guarantees, Due in Next Twelve Months", "terseLabel": "Less\u00a0than 1\u00a0 year" } } }, "localname": "GuaranteesDueinNextTwelveMonths", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_GuaranteesDueinSecondandThirdYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 2.0, "parentTag": "expe_Guarantees", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Guarantees, Due in Second and Third Year", "label": "Guarantees, Due in Second and Third Year", "terseLabel": "1\u00a0to\u00a03 years" } } }, "localname": "GuaranteesDueinSecondandThirdYear", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_IacMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "IAC", "label": "Iac [Member]", "terseLabel": "Iac" } } }, "localname": "IacMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_IncomeTaxExaminationIncreaseDecreaseinPriorYearTaxableIncome": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Income Tax Examination, Increase (Decrease) in Prior Year Taxable Income", "label": "Income Tax Examination, Increase (Decrease) in Prior Year Taxable Income", "terseLabel": "Increase in prior years taxable revenue due to tax examination" } } }, "localname": "IncomeTaxExaminationIncreaseDecreaseinPriorYearTaxableIncome", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_IncomeTaxesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Income Taxes [Line Items]", "label": "Income Taxes [Line Items]", "terseLabel": "Income Taxes [Line Items]" } } }, "localname": "IncomeTaxesLineItems", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "expe_IncomeTaxesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Income Taxes [Table]", "label": "Income Taxes [Table]", "terseLabel": "Income Taxes [Table]" } } }, "localname": "IncomeTaxesTable", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "expe_IncreaseDecreaseInAccountsPayableMerchant": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (decrease) in accounts payable, merchant, which primarily consists of amounts billed from suppliers subsequent to the customers use of services.", "label": "Increase Decrease In Accounts Payable Merchant", "terseLabel": "Accounts payable, merchant" } } }, "localname": "IncreaseDecreaseInAccountsPayableMerchant", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "expe_IncreaseDecreaseInDeferredMerchantBookings": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (decrease) in deferred merchant bookings, which consists of amounts received from travelers who have not yet traveled.", "label": "Increase Decrease In Deferred Merchant Bookings", "terseLabel": "Deferred merchant bookings" } } }, "localname": "IncreaseDecreaseInDeferredMerchantBookings", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "expe_IncrementalCommonSharesAttributableToCallOptions": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Incremental Common Shares Attributable To Call Options", "label": "Incremental Common Shares Attributable To Call Options", "terseLabel": "Options to purchase common stock (in shares)" } } }, "localname": "IncrementalCommonSharesAttributableToCallOptions", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails" ], "xbrltype": "sharesItemType" }, "expe_IncrementalCommonSharesAttributabletoOtherDilutiveSecurities": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails": { "order": 3.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Incremental Common Shares Attributable to Other Dilutive Securities", "label": "Incremental Common Shares Attributable to Other Dilutive Securities", "terseLabel": "Other dilutive securities (in shares)" } } }, "localname": "IncrementalCommonSharesAttributabletoOtherDilutiveSecurities", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails" ], "xbrltype": "sharesItemType" }, "expe_IntangibleAssetsIndefiniteLivedExcludingGoodwillMeasurementInput": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Intangible Assets, Indefinite-lived (Excluding Goodwill), Measurement Input", "label": "Intangible Assets, Indefinite-lived (Excluding Goodwill), Measurement Input", "terseLabel": "Intangible assets, indefinite-lived (excluding goodwill), measurement input" } } }, "localname": "IntangibleAssetsIndefiniteLivedExcludingGoodwillMeasurementInput", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "decimalItemType" }, "expe_IntersegmentRevenue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue from transactions with other operating segments of the same entity.", "label": "Intersegment Revenue", "terseLabel": "Intersegment revenue" } } }, "localname": "IntersegmentRevenue", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_LegalReservesOccupancyTaxAndOther": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 8.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 }, "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 4.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Legal reserves, occupancy tax and other consists of changes in reserves for court decisions and the potential and final settlement of issues related to hotel occupancy taxes, expenses recognized related to monies paid in advance of occupancy and other tax proceedings as well as certain other legal reserves.", "label": "Legal Reserves Occupancy Tax And Other", "negatedLabel": "Legal reserves, occupancy tax and other", "terseLabel": "Legal reserves, occupancy tax and other" } } }, "localname": "LegalReservesOccupancyTaxAndOther", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_LessorOperatingLeaseOptiontoTerminate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lessor, Operating Lease, Option to Terminate1", "label": "Lessor, Operating Lease, Option to Terminate1", "terseLabel": "Lessor, operating lease, option to terminate" } } }, "localname": "LessorOperatingLeaseOptiontoTerminate1", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/LeasesDetails" ], "xbrltype": "durationItemType" }, "expe_LibertyExpediaHoldingsLEMSILLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Liberty Expedia Holdings, LEMS I LLC [Member]", "label": "Liberty Expedia Holdings, LEMS I LLC [Member]", "terseLabel": "Liberty Expedia Holdings, LEMS I LLC" } } }, "localname": "LibertyExpediaHoldingsLEMSILLCMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_LibertyExpediaHoldingsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Liberty Expedia Holdings [Member]", "label": "Liberty Expedia Holdings [Member]", "terseLabel": "Liberty Expedia Holdings" } } }, "localname": "LibertyExpediaHoldingsMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_LineofCreditFacilityAdditionalBorrowingCapacity": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Line of Credit Facility, Additional Borrowing Capacity", "label": "Line of Credit Facility, Additional Borrowing Capacity", "terseLabel": "Additional borrowing capacity" } } }, "localname": "LineofCreditFacilityAdditionalBorrowingCapacity", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_LitigationRelatingToOccupancyTaxMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Litigation Relating to Occupancy Tax [Member]", "label": "Litigation Relating to Occupancy Tax [Member]", "terseLabel": "Litigation Relating to Occupancy Tax" } } }, "localname": "LitigationRelatingToOccupancyTaxMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_LodgingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lodging [Member]", "label": "Lodging [Member]", "terseLabel": "Lodging" } } }, "localname": "LodgingMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "expe_LossContingencyNumberOfLawsuits": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This element represents the number of lawsuits in which the reporting entity was involved.", "label": "Loss Contingency Number Of Lawsuits", "terseLabel": "Number of lawsuits filed by cities, counties and states involving hotel occupancy taxes" } } }, "localname": "LossContingencyNumberOfLawsuits", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "expe_LossContingencyNumberOfLawsuitsCurrentlyActive": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This element represents the number of lawsuits in which the reporting entity was involved and which are currently active.", "label": "Loss Contingency Number Of Lawsuits Currently Active", "terseLabel": "Number of lawsuits currently active" } } }, "localname": "LossContingencyNumberOfLawsuitsCurrentlyActive", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "expe_MarketingPromotionsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Marketing Promotions Policy [Policy Text Block]", "label": "Marketing Promotions Policy [Policy Text Block]", "terseLabel": "Marketing Promotions" } } }, "localname": "MarketingPromotionsPolicyPolicyTextBlock", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "expe_MeasurementInputProjectedRevenuesAndRoyaltyRatesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement Input, Projected Revenues And Royalty Rates", "label": "Measurement Input, Projected Revenues And Royalty Rates [Member]", "terseLabel": "Measurement Input, Projected Revenues And Royalty Rates" } } }, "localname": "MeasurementInputProjectedRevenuesAndRoyaltyRatesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_MerchantCustomersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Merchant Customers [Member]", "label": "Merchant Customers [Member]", "terseLabel": "Merchant" } } }, "localname": "MerchantCustomersMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "expe_NetIncomeExcludingPortionAttributableToRedeemableNoncontrollingInterest": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Net Income Excluding Portion Attributable To Redeemable Noncontrolling Interest.", "label": "Net Income Excluding Portion Attributable To Redeemable Noncontrolling Interest", "negatedTerseLabel": "Net income (loss)" } } }, "localname": "NetIncomeExcludingPortionAttributableToRedeemableNoncontrollingInterest", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "expe_NewAirplaneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "New Airplane [Member]", "label": "New Airplane [Member]", "terseLabel": "New corporate aircraft" } } }, "localname": "NewAirplaneMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_NumberOfBusinessCombinations": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Business Combinations", "label": "Number Of Business Combinations", "terseLabel": "Number of business combinations" } } }, "localname": "NumberOfBusinessCombinations", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "expe_NumberOfDirectorsElectedByHoldersOfCommonStockVotingAsSingleClassPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Total Number Of Directors Elected By Holders Of Common Stock, Voting As Single Class, Percentage", "label": "Number Of Directors Elected By Holders Of Common Stock Voting As Single Class Percentage", "terseLabel": "Total number of directors elected by holders of common stock, voting as single class, percentage" } } }, "localname": "NumberOfDirectorsElectedByHoldersOfCommonStockVotingAsSingleClassPercentage", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "expe_NumberOfVotingRightsToEachPreferredShareholder": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Voting Rights To Each Preferred Shareholder", "label": "Number Of Voting Rights To Each Preferred Shareholder", "terseLabel": "Number of voting rights to each shareholder, per share" } } }, "localname": "NumberOfVotingRightsToEachPreferredShareholder", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "expe_OccupancyTaxPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Occupancy Tax Policy [Policy Text Block]", "label": "Occupancy Tax Policy [Policy Text Block]", "terseLabel": "Occupancy and Other Taxes" } } }, "localname": "OccupancyTaxPolicyPolicyTextBlock", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "expe_OccupancyandOtherTaxAssessmentRefundReceived": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Occupancy and Other Tax Assessment Refund Received", "label": "Occupancy and Other Tax Assessment Refund Received", "terseLabel": "Occupancy and other tax assessment refund received" } } }, "localname": "OccupancyandOtherTaxAssessmentRefundReceived", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_OccupancyandOtherTaxAssessmentRefundReceivedInterest": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Occupancy and Other Tax Assessment Refund Received, Interest", "label": "Occupancy and Other Tax Assessment Refund Received, Interest", "terseLabel": "Occupancy and other tax assessment refund received, interest" } } }, "localname": "OccupancyandOtherTaxAssessmentRefundReceivedInterest", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_OtherComprehensiveIncomeLossNetOfTaxExcludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Other comprehensive income (loss) net of tax excluding portion attributable to non controlling interest, redeemable.", "label": "Other Comprehensive Income Loss Net Of Tax Excluding Portion Attributable To Noncontrolling Interest", "terseLabel": "Other comprehensive income (loss), net of taxes" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxExcludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "expe_OtherDeferredRevenueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Deferred Revenue [Member]", "label": "Other Deferred Revenue [Member]", "terseLabel": "Other Deferred Revenue" } } }, "localname": "OtherDeferredRevenueMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_OtherNonOperatingIncomeExpenseOtherNet": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/OtherIncomeExpenseDetails": { "order": 4.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Other Non Operating Income Expense Other Net", "label": "Other Non Operating Income Expense Other Net", "terseLabel": "Other" } } }, "localname": "OtherNonOperatingIncomeExpenseOtherNet", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/OtherIncomeExpenseDetails" ], "xbrltype": "monetaryItemType" }, "expe_OtherReservesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Reserves [Member]", "label": "Other Reserves [Member]", "terseLabel": "Other reserves" } } }, "localname": "OtherReservesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "expe_OtherServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Other Services [Member]", "label": "Other Services [Member]", "terseLabel": "Other" } } }, "localname": "OtherServicesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "expe_OwnershipInterestInShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Ownership Interest, In Shares", "label": "Ownership Interest, In Shares", "terseLabel": "Ownership Interest, In Shares" } } }, "localname": "OwnershipInterestInShares", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "expe_PreferredStockIncreaseInDividendRatePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred Stock, Increase In Dividend Rate, Percentage", "label": "Preferred Stock, Increase In Dividend Rate, Percentage", "terseLabel": "Preferred stock, increase in dividend rate, percentage" } } }, "localname": "PreferredStockIncreaseInDividendRatePercentage", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "expe_PreferredStockInitialDiscountAndIssuanceCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Preferred Stock, Initial Discount And Issuance Costs", "label": "Preferred Stock, Initial Discount And Issuance Costs", "terseLabel": "Initial discount and issuance costs related to preferred stock" } } }, "localname": "PreferredStockInitialDiscountAndIssuanceCosts", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_PreferredStockLiquidationPreferencePercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred Stock, Liquidation Preference, Percent", "label": "Preferred Stock, Liquidation Preference, Percent", "terseLabel": "Preferred stock, liquidation preference, percent" } } }, "localname": "PreferredStockLiquidationPreferencePercent", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "expe_PrepaidMerchantBookingsAssetCurrent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Prepaid Merchant Bookings Asset, Current", "label": "Prepaid Merchant Bookings Asset, Current", "terseLabel": "Prepaid merchant bookings" } } }, "localname": "PrepaidMerchantBookingsAssetCurrent", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_RealizedGainLossOnRevenueHedges": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 8.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Realized (gain) loss on revenue hedges.", "label": "Realized Gain Loss On Revenue Hedges", "terseLabel": "Realized (gain) loss on revenue hedges" } } }, "localname": "RealizedGainLossOnRevenueHedges", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_RedeemableNoncontrollingInterestPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for redeemable noncontrolling interest.", "label": "Redeemable Noncontrolling Interest [Policy Text Block]", "terseLabel": "Redeemable Noncontrolling Interests" } } }, "localname": "RedeemableNoncontrollingInterestPolicyTextBlock", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "expe_RelatedPartyTransactionExpectedCostOfTransaction": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Related Party Transaction, Expected Cost Of Transaction", "label": "Related Party Transaction, Expected Cost Of Transaction", "terseLabel": "Related party transaction, expected costs of transaction" } } }, "localname": "RelatedPartyTransactionExpectedCostOfTransaction", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_RepaymentOfExchangeableDebentures": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Repayment Of Exchangeable Debentures", "label": "Repayment Of Exchangeable Debentures", "negatedTerseLabel": "Payment of Liberty Expedia Exchangeable Debentures" } } }, "localname": "RepaymentOfExchangeableDebentures", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "expe_RestrictedCashandCashEquivalentsLongtermInvestmentsandOtherAssets": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Restricted Cash and Cash Equivalents, Long-term Investments and Other Assets", "label": "Restricted Cash and Cash Equivalents, Long-term Investments and Other Assets", "terseLabel": "Restricted cash included within long-term investments and other assets" } } }, "localname": "RestrictedCashandCashEquivalentsLongtermInvestmentsandOtherAssets", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails" ], "xbrltype": "monetaryItemType" }, "expe_RetailSegmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Retail Segment", "label": "Retail Segment [Member]", "terseLabel": "Retail" } } }, "localname": "RetailSegmentMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "expe_SeasonalityPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Seasonality Policy [Policy Text Block]", "label": "Seasonality Policy [Policy Text Block]", "terseLabel": "Seasonality" } } }, "localname": "SeasonalityPolicyPolicyTextBlock", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "expe_SecondAmendedAndRestatedGovernanceAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second Amended And Restated Governance Agreement [Member]", "label": "Second Amended And Restated Governance Agreement [Member]", "terseLabel": "Second Amended And Restated Governance Agreement" } } }, "localname": "SecondAmendedAndRestatedGovernanceAgreementMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_SeniorNotesIssuedPricePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The senior notes were issued at a percentage of par (less than 100% of par results in a discount).", "label": "Senior Notes Issued Price Percentage", "terseLabel": "Senior notes issued price percentage" } } }, "localname": "SeniorNotesIssuedPricePercentage", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "expe_SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Seven Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member]", "label": "Seven Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member]", "terseLabel": "7.0% senior notes due 2025" } } }, "localname": "SevenPercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsForTargetLevelAchieved": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants For Target Level Achieved", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants For Target Level Achieved", "terseLabel": "Target level performance share units granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsForTargetLevelAchieved", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "expe_SignificantAccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Significant Accounting Policies [Line Items]", "label": "Significant Accounting Policies [Line Items]", "terseLabel": "Significant Accounting Policies [Line Items]" } } }, "localname": "SignificantAccountingPoliciesLineItems", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "expe_SignificantAccountingPoliciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Significant Accounting Policies [Table]", "label": "Significant Accounting Policies [Table]", "terseLabel": "Significant Accounting Policies [Table]" } } }, "localname": "SignificantAccountingPoliciesTable", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "expe_SilverLakeGroupLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Silver Lake Group, LLC [Member]", "label": "Silver Lake Group, LLC [Member]", "terseLabel": "Silver Lake Group, LLC" } } }, "localname": "SilverLakeGroupLLCMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Six Point Twenty Five Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member]", "label": "Six Point Twenty Five Percent Unsecured Senior Notes Due May Two Thousand Twenty Five [Member]", "terseLabel": "6.25% senior notes due 2025" } } }, "localname": "SixPointTwentyFivePercentUnsecuredSeniorNotesDueMayTwoThousandTwentyFiveMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_StockIssuedAndRepurchasedDuringPeriodValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Issued And Repurchased During Period, Value", "label": "Stock Issued And Repurchased During Period, Value", "terseLabel": "Liberty Expedia Holdings transaction" } } }, "localname": "StockIssuedAndRepurchasedDuringPeriodValue", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "expe_SupplierRelationshipsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Supplier Relation Ships [Member]", "label": "Supplier Relationships [Member]", "terseLabel": "Supplier relationships" } } }, "localname": "SupplierRelationshipsMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails" ], "xbrltype": "domainItemType" }, "expe_TechnologyAndContentExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Technology and Content Expense [Member]", "label": "Technology and Content Expense [Member]", "terseLabel": "Technology and content" } } }, "localname": "TechnologyAndContentExpenseMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical" ], "xbrltype": "domainItemType" }, "expe_TechnologyandContentExpense": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Technology and content expense includes product development and content expense, as well as information technology costs to support infrastructure, back-office applications and overall monitoring and security of networks, and is principally comprised of personnel and overhead, depreciation and amortization of technology assets including hardware, and purchased and internally developed software, and other costs including cloud expense, licensing and maintenance expense and stock-based compensation.", "label": "Technology and Content Expense", "terseLabel": "Technology and content" } } }, "localname": "TechnologyandContentExpense", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "monetaryItemType" }, "expe_TheDillerFoundationdbaTheDillervonFurstenbergFamilyFoundationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation [Member]", "label": "The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation [Member]", "terseLabel": "The Diller Foundation d/b/a The Diller - von Furstenberg Family Foundation" } } }, "localname": "TheDillerFoundationdbaTheDillervonFurstenbergFamilyFoundationMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_TheMaloneGroupMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The Malone Group [Member]", "label": "The Malone Group [Member]", "terseLabel": "The Malone Group" } } }, "localname": "TheMaloneGroupMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_ThreePointEightPercentSeniorNotesDueOnTwoZeroTwoEightMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Three Point Eight Percent Senior Notes Due On Two Zero Two Eight [Member]", "label": "Three Point Eight Percent Senior Notes Due On Two Zero Two Eight [Member]", "terseLabel": "3.8% senior notes due 2028" } } }, "localname": "ThreePointEightPercentSeniorNotesDueOnTwoZeroTwoEightMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Three Point Six Percent Senior Notes Due Two Thousand Twenty Three [Member]", "label": "Three Point Six Percent Senior Notes Due Two Thousand Twenty Three [Member]", "terseLabel": "3.6% senior notes due 2023" } } }, "localname": "ThreePointSixPercentSeniorNotesDueTwoThousandTwentyThreeMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_ThreePointTwentyFivePercentSeniorNotesDueTwoThousandThirtyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Three Point Twenty Five Percent Senior Notes Due Two Thousand Thirty [Member]", "label": "Three Point Twenty Five Percent Senior Notes Due Two Thousand Thirty [Member]", "terseLabel": "3.25% senior dues due 2030" } } }, "localname": "ThreePointTwentyFivePercentSeniorNotesDueTwoThousandThirtyMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "domainItemType" }, "expe_TravelCompaniesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Travel Companies [Member]", "label": "Travel Companies [Member]", "terseLabel": "City of San Francisco" } } }, "localname": "TravelCompaniesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_TravelRelatedCompaniesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Travel Related Companies [Member]", "label": "Travel Related Companies [Member]", "terseLabel": "Travel Related Companies" } } }, "localname": "TravelRelatedCompaniesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails" ], "xbrltype": "domainItemType" }, "expe_TravelokaHoldingLimitedMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Traveloka Holding Limited [Member]", "label": "Traveloka Holding Limited [Member]", "terseLabel": "Traveloka Holding Limited" } } }, "localname": "TravelokaHoldingLimitedMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_TreasuryStockActivityRelatedToVestingOfEquityInstruments": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Treasury stock activity related to vesting of equity instruments", "label": "Treasury Stock Activity Related To Vesting Of Equity Instruments", "negatedLabel": "Treasury stock activity related to vesting of equity instruments" } } }, "localname": "TreasuryStockActivityRelatedToVestingOfEquityInstruments", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "expe_TreasuryStockActivityRelatedToVestingOfEquityInstrumentsShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Treasury stock activity related to vesting of equity instruments, shares", "label": "Treasury Stock Activity Related To Vesting Of Equity Instruments Shares", "terseLabel": "Treasury stock activity related to vesting of equity instruments (in shares)" } } }, "localname": "TreasuryStockActivityRelatedToVestingOfEquityInstrumentsShares", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "expe_TreasuryStockValueAcquiredCostMethodNetOfTransactionCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Treasury Stock, Value, Acquired, Cost Method, Net Of Transaction Costs", "label": "Treasury Stock, Value, Acquired, Cost Method, Net Of Transaction Costs", "terseLabel": "Total cost of repurchases" } } }, "localname": "TreasuryStockValueAcquiredCostMethodNetOfTransactionCosts", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockSharesRepurchasedDetails" ], "xbrltype": "monetaryItemType" }, "expe_TrivagoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trivago [Member]", "label": "Trivago [Member]", "terseLabel": "Trivago", "verboseLabel": "trivago" } } }, "localname": "TrivagoMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "expe_TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two Point Five Percent Senior Notes Due On Two Zero Two Two [Member]", "label": "Two Point Five Percent Senior Notes Due On Two Zero Two Two [Member]", "terseLabel": "2.5% (\u20ac650 million) senior notes due 2022", "verboseLabel": "2.5% (\u20ac650 million) Senior Notes Due 2022" } } }, "localname": "TwoPointFivePercentSeniorNotesDueOnTwoZeroTwoTwoMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_UncommittedCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Uncommitted Credit Facility", "label": "Uncommitted Credit Facility [Member]", "terseLabel": "Uncommitted credit facility" } } }, "localname": "UncommittedCreditFacilityMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpenseBenefit": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Unrecognized Tax Benefits Income Tax Penalties And Interest Expense (Benefit)", "label": "Unrecognized Tax Benefits Income Tax Penalties And Interest Expense (Benefit)", "terseLabel": "Interest and penalties" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpenseBenefit", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "expe_UnsecuredSeniorNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unsecured Senior Notes [Member]", "label": "Unsecured Senior Notes [Member]", "terseLabel": "Unsecured senior notes" } } }, "localname": "UnsecuredSeniorNotesMember", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "expe_ValuationAndQualifyingAccountsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Valuation And Qualifying Accounts [Table Text Block]", "label": "Valuation And Qualifying Accounts [Table Text Block]", "terseLabel": "Summary of Changes in Valuation and Qualifying Accounts" } } }, "localname": "ValuationAndQualifyingAccountsTableTextBlock", "nsuri": "http://www.expediainc.com/20201231", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsTables" ], "xbrltype": "textBlockItemType" }, "srt_BoardOfDirectorsChairmanMember": { "auth_ref": [ "r230" ], "lang": { "en-us": { "role": { "documentation": "Leader of board of directors.", "label": "Board of Directors Chairman [Member]", "terseLabel": "Board of Directors Chairman" } } }, "localname": "BoardOfDirectorsChairmanMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_ConsolidationItemsAxis": { "auth_ref": [ "r198", "r211", "r212", "r213", "r214", "r216", "r218", "r222" ], "lang": { "en-us": { "role": { "documentation": "Information by components, eliminations, non-segment corporate-level activity and reconciling items used in consolidating a parent entity and its subsidiaries or its operating segments.", "label": "Consolidation Items [Axis]", "terseLabel": "Consolidation Items [Axis]" } } }, "localname": "ConsolidationItemsAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidationItemsDomain": { "auth_ref": [ "r198", "r211", "r212", "r213", "r214", "r216", "r218", "r222" ], "lang": { "en-us": { "role": { "documentation": "Components, elimination, non-segment corporate-level activity and reconciling items used in consolidating a parent entity and its subsidiaries or its operating segments.", "label": "Consolidation Items [Domain]", "terseLabel": "Consolidation Items [Domain]" } } }, "localname": "ConsolidationItemsDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "srt_ContractualObligationFiscalYearMaturityScheduleTableTextBlock": { "auth_ref": [ "r767" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of contractual obligation by timing of payment due. Includes, but is not limited to, long-term debt obligation, lease obligation, and purchase obligation.", "label": "Contractual Obligation, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Schedule of Commitments and Obligations" } } }, "localname": "ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r59", "r125", "r772" ], "lang": { "en-us": { "role": { "documentation": "Information by name of counterparty. A counterparty is the other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAdjustmentMember": { "auth_ref": [ "r147", "r155", "r255", "r443", "r444", "r445", "r490", "r491" ], "lang": { "en-us": { "role": { "documentation": "Increase (decrease) to financial statements for cumulative-effect adjustment in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption, Adjustment [Member]", "terseLabel": "Cumulative effect, period of adoption, adjustment" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAdjustmentMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAxis": { "auth_ref": [ "r147", "r155", "r255", "r443", "r444", "r445", "r490", "r491" ], "lang": { "en-us": { "role": { "documentation": "Information by cumulative-effect adjustment to financial statements in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption [Axis]", "terseLabel": "Cumulative Effect, Period of Adoption [Axis]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionDomain": { "auth_ref": [ "r147", "r155", "r255", "r443", "r444", "r445", "r490", "r491" ], "lang": { "en-us": { "role": { "documentation": "Cumulative-effect adjustment to financial statements in period of adoption of amendment to accounting standards.", "label": "Cumulative Effect, Period of Adoption [Domain]", "terseLabel": "Cumulative Effect, Period of Adoption [Domain]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "srt_EquityMethodInvesteeNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of investment, including named security. Excludes consolidated entity.", "label": "Investment, Name [Domain]", "terseLabel": "Investment, Name [Domain]" } } }, "localname": "EquityMethodInvesteeNameDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r228", "r375", "r380", "r721" ], "lang": { "en-us": { "role": { "documentation": "Information by name or description of a single external customer or a group of external customers.", "label": "Customer [Axis]", "terseLabel": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r398", "r400", "r618", "r619", "r620", "r621", "r622", "r623", "r642", "r718", "r722" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/LeasesDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r398", "r400", "r618", "r619", "r620", "r621", "r622", "r623", "r642", "r718", "r722" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/LeasesDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [ "r228", "r375", "r380", "r721" ], "lang": { "en-us": { "role": { "documentation": "Single external customer or group of external customers.", "label": "Customer [Domain]", "terseLabel": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Axis]", "terseLabel": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Domain]", "terseLabel": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r224", "r375", "r378", "r646", "r717", "r719" ], "lang": { "en-us": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r224", "r375", "r378", "r646", "r717", "r719" ], "lang": { "en-us": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r387", "r398", "r400", "r618", "r619", "r620", "r621", "r622", "r623", "r642", "r718", "r722" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/LeasesDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r387", "r398", "r400", "r618", "r619", "r620", "r621", "r622", "r623", "r642", "r718", "r722" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/LeasesDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Named other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution.", "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [ "r143", "r144", "r145", "r146", "r148", "r149", "r153", "r154", "r155", "r157", "r158", "r159", "r160", "r161", "r177", "r256", "r257", "r446", "r491", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734" ], "lang": { "en-us": { "role": { "documentation": "Information by adjustment to previously issued financial statements. Includes, but is not limited to, adjustment for retrospective application of amendment to accounting standards, other change in accounting principle, correction of error, and other revision.", "label": "Revision of Prior Period [Axis]", "terseLabel": "Restatement [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [ "r143", "r144", "r145", "r146", "r148", "r149", "r153", "r154", "r155", "r157", "r158", "r159", "r160", "r161", "r177", "r256", "r257", "r446", "r491", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734" ], "lang": { "en-us": { "role": { "documentation": "Adjustment to previously issued financial statements. Includes, but is not limited to, adjustment for retrospective application of amendment to accounting standards, other change in accounting principle, correction of error, and other revision.", "label": "Revision of Prior Period [Domain]", "terseLabel": "Restatement [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "domainItemType" }, "srt_ScenarioPreviouslyReportedMember": { "auth_ref": [ "r143", "r145", "r146", "r148", "r149", "r153", "r154", "r155", "r157", "r158", "r160", "r161", "r177", "r256", "r257", "r446", "r491", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734" ], "lang": { "en-us": { "role": { "documentation": "Represents amount as previously reported before adjustment for retrospective application of amendment to accounting standards, other change in accounting principle, correction of error, and other revision.", "label": "Previously Reported [Member]", "terseLabel": "As reported" } } }, "localname": "ScenarioPreviouslyReportedMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "auth_ref": [ "r249" ], "lang": { "en-us": { "role": { "documentation": "Information by name of investment, including named security. Excludes consolidated entity.", "label": "Investment, Name [Axis]", "terseLabel": "Investment, Name [Axis]" } } }, "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock": { "auth_ref": [ "r141", "r771" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]", "terseLabel": "Valuation and Qualifying Accounts" } } }, "localname": "ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccounts" ], "xbrltype": "textBlockItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r225", "r226", "r375", "r379", "r720", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754" ], "lang": { "en-us": { "role": { "documentation": "Geographical area.", "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r225", "r226", "r375", "r379", "r720", "r740", "r747", "r748", "r749", "r750", "r751", "r752", "r753", "r754", "r755", "r769", "r770" ], "lang": { "en-us": { "role": { "documentation": "Information by geographical components.", "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r230", "r608" ], "lang": { "en-us": { "role": { "documentation": "Information by title of individual or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Axis]", "terseLabel": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Title of individual, or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Domain]", "terseLabel": "Title of Individual [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_ValuationAndQualifyingAccountsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]" } } }, "localname": "ValuationAndQualifyingAccountsAbstract", "nsuri": "http://fasb.org/srt/2020-01-31", "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureLineItems", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureTable": { "auth_ref": [ "r141", "r771" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureTable", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "srt_WeightedAverageMember": { "auth_ref": [ "r618", "r620", "r623" ], "lang": { "en-us": { "role": { "documentation": "Average of a range of values, calculated with consideration of proportional relevance.", "label": "Weighted Average [Member]", "terseLabel": "Weighted Average" } } }, "localname": "WeightedAverageMember", "nsuri": "http://fasb.org/srt/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]", "terseLabel": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableMember": { "auth_ref": [ "r15" ], "lang": { "en-us": { "role": { "documentation": "Obligations incurred and payable to vendors for goods and services received.", "label": "Accounts Payable [Member]", "terseLabel": "Accounts Payable" } } }, "localname": "AccountsPayableMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableOtherCurrent": { "auth_ref": [ "r14", "r43" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligations incurred classified as other, payable within one year or the normal operating cycle, if longer.", "label": "Accounts Payable, Other, Current", "terseLabel": "Accounts payable, other" } } }, "localname": "AccountsPayableOtherCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r10", "r29", "r231", "r232" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net of allowance of $101 and $41" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesCurrent": { "auth_ref": [ "r22", "r669", "r699" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations.", "label": "Accrued Income Taxes, Current", "terseLabel": "Income taxes payable" } } }, "localname": "AccruedIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r46" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesMember": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "This item represents obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered.", "label": "Accrued Liabilities [Member]", "terseLabel": "Accrued Liabilities [Member]" } } }, "localname": "AccruedLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r42", "r300" ], "calculation": { "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedLabel": "Less: accumulated depreciation" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r32", "r62", "r63", "r64", "r702", "r730", "r734" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [ "r576", "r577", "r578", "r579", "r580", "r582" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r61", "r64", "r65", "r143", "r144", "r146", "r529", "r725", "r726" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated other comprehensive income\u00a0(loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife": { "auth_ref": [ "r283" ], "lang": { "en-us": { "role": { "documentation": "Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Acquired Finite-lived Intangible Assets, Weighted Average Useful Life", "terseLabel": "Weighted average life of acquired intangible assets" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_AdditionalPaidInCapitalCommonStock": { "auth_ref": [ "r30" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.", "label": "Additional Paid in Capital, Common Stock", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapitalCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r143", "r144", "r146", "r443", "r444", "r445" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional paid-in capital", "verboseLabel": "Additional Paid-in Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease to equity for grantee's tax withholding obligation for award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Decrease for Tax Withholding Obligation", "negatedLabel": "Withholding taxes for stock options" } } }, "localname": "AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalOther": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of other increase (decrease) in additional paid in capital (APIC).", "label": "Adjustments to Additional Paid in Capital, Other", "terseLabel": "Other" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r402", "r404", "r449", "r450" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-based compensation expense" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "auth_ref": [ "r339", "r350", "r357" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants.", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "terseLabel": "Common stock warrants, net of issuance costs" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income (loss) to net cash provided by operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r451" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising Expense" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r452" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising expense" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r404", "r434", "r448" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "verboseLabel": "Stock-based compensation" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForCreditLossMember": { "auth_ref": [ "r140" ], "lang": { "en-us": { "role": { "documentation": "Allowance for credit loss from right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "SEC Schedule, 12-09, Allowance, Credit Loss [Member]", "terseLabel": "Allowance for expected credit losses" } } }, "localname": "AllowanceForCreditLossMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r36", "r237", "r258" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, allowance" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r109", "r281", "r290" ], "calculation": { "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 9.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "negatedLabel": "Amortization of intangible assets", "verboseLabel": "Amortization of intangible assets" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r174" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Outstanding stock awards excluded from calculation of diluted earnings per share" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EarningsPerShareAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_Assets": { "auth_ref": [ "r122", "r206", "r213", "r220", "r251", "r523", "r532", "r567", "r667", "r698" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "TOTAL ASSETS" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r11", "r12", "r58", "r122", "r251", "r523", "r532", "r567" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current assets:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r553" ], "calculation": { "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "totalLabel": "Total assets" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsOfDisposalGroupIncludingDiscontinuedOperation": { "auth_ref": [ "r1", "r2", "r4", "r5", "r6", "r303" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as assets attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Assets", "terseLabel": "Disposal group, including discontinued operation, assets" } } }, "localname": "AssetsOfDisposalGroupIncludingDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r405", "r437" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]", "terseLabel": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r544", "r548" ], "lang": { "en-us": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]", "terseLabel": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BankTimeDepositsMember": { "auth_ref": [ "r686" ], "lang": { "en-us": { "role": { "documentation": "Certificates of deposit (CD) or savings accounts with a fixed term or understanding the customer can only withdraw by giving advanced notice with a bank or other financial institution. A CD is a short to medium-term investment available at banks and savings and loan institutions where a customer agrees to lend money to the institution for a certain amount of time and is paid a predetermined rate of interest.", "label": "Bank Time Deposits [Member]", "terseLabel": "Term deposits" } } }, "localname": "BankTimeDepositsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BaseRateMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum rate investor will accept.", "label": "Base Rate [Member]", "terseLabel": "Base rate" } } }, "localname": "BaseRateMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BuildingMember": { "auth_ref": [ "r299" ], "lang": { "en-us": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities.", "label": "Building [Member]", "terseLabel": "Buildings" } } }, "localname": "BuildingMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r397", "r399" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails", "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r397", "r399", "r507", "r508" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails", "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationProFormaInformationEarningsOrLossOfAcquireeSinceAcquisitionDateActual": { "auth_ref": [ "r506" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This element represents the amount of earnings or loss of the acquiree since the acquisition date included in the consolidated income statement for the reporting period.", "label": "Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual", "negatedTerseLabel": "Operating losses of acquiree since acquisition date" } } }, "localname": "BusinessCombinationProFormaInformationEarningsOrLossOfAcquireeSinceAcquisitionDateActual", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual": { "auth_ref": [ "r506" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "This element represents the amount of revenue of the acquiree since the acquisition date included in the consolidated income statement for the reporting period.", "label": "Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual", "terseLabel": "Revenue of acquiree since acquisition date" } } }, "localname": "BusinessCombinationProFormaInformationRevenueOfAcquireeSinceAcquisitionDateActual", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r510" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Business acquisition, cash acquired", "verboseLabel": "Business combination, recognized identifiable assets acquired and liabilities assumed, cash" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities": { "auth_ref": [ "r510" ], "calculation": { "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities", "negatedLabel": "Deferred tax liabilities, net" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles": { "auth_ref": [ "r509", "r510" ], "calculation": { "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of identifiable intangible assets recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles", "terseLabel": "Intangible assets with definite lives", "verboseLabel": "Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangible assets" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet": { "auth_ref": [ "r509", "r510" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net", "terseLabel": "Fair value of the assets and liabilities acquired in the business combination" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet": { "auth_ref": [ "r510" ], "calculation": { "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net", "totalLabel": "Total" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]", "terseLabel": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNetAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of equity in the acquiree held by the acquirer immediately before the acquisition date in a business combination.", "label": "Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage", "terseLabel": "Equity interests held prior to acquisition" } } }, "localname": "BusinessCombinationStepAcquisitionEquityInterestInAcquireePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails" ], "xbrltype": "percentItemType" }, "us-gaap_BusinessCombinationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combinations [Abstract]", "terseLabel": "Business Combinations [Abstract]" } } }, "localname": "BusinessCombinationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r118", "r505" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Business Combinations" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalizedComputerSoftwareAmortization1": { "auth_ref": [ "r757", "r758" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for amortization of capitalized computer software costs.", "label": "Capitalized Computer Software, Amortization", "terseLabel": "Amortization of capitalized software development costs" } } }, "localname": "CapitalizedComputerSoftwareAmortization1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedComputerSoftwareNet": { "auth_ref": [ "r756" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date.", "label": "Capitalized Computer Software, Net", "terseLabel": "Capitalized software development costs, net of accumulated amortization" } } }, "localname": "CapitalizedComputerSoftwareNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r9", "r39", "r111" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Cash equivalents" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r16", "r112", "r118" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash, Restricted Cash, and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r105", "r111", "r117" ], "calculation": { "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash, cash equivalents and restricted cash and cash equivalents at end of year", "periodStartLabel": "Cash, cash equivalents and restricted cash and cash equivalents at beginning of year", "totalLabel": "Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r105", "r574" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r120", "r122", "r165", "r166", "r167", "r170", "r172", "r183", "r184", "r185", "r251", "r567" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/CoverPage", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r351" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Class of warrant or right, exercise price of warrants or rights" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r51", "r324", "r677", "r706" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]", "terseLabel": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r321", "r322", "r323", "r331" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommitmentsAndContingenciesPolicyTextBlock": { "auth_ref": [ "r118", "r335", "r741", "r742" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.", "label": "Commitments and Contingencies, Policy [Policy Text Block]", "terseLabel": "Contingent Liabilities" } } }, "localname": "CommitmentsAndContingenciesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Common Class A" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Class B Common Stock", "verboseLabel": "Class B common stock" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/CoverPage", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r53" ], "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Shares of our common stock reserved for issuance" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockDividendsPerShareCashPaid": { "auth_ref": [ "r357" ], "lang": { "en-us": { "role": { "documentation": "Aggregate dividends paid during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Cash Paid", "verboseLabel": "Dividend per share (in dollars per share)" } } }, "localname": "CommonStockDividendsPerShareCashPaid", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockDividendsPerShareDeclared": { "auth_ref": [ "r357" ], "lang": { "en-us": { "role": { "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Declared", "terseLabel": "Dividends declared per common share (in dollars per share)" } } }, "localname": "CommonStockDividendsPerShareDeclared", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITYParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r143", "r144" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common stock", "verboseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/CoverPage", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized (in shares)", "verboseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares, issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r28", "r350" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock, shares, outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r28" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndEmployeeBenefitPlansOtherThanShareBasedCompensationTextBlock": { "auth_ref": [ "r385", "r386", "r401" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of an entity's employee compensation and benefit plans, excluding share-based compensation and including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, life insurance, severance, health care, unemployment and other benefit plans.", "label": "Compensation and Employee Benefit Plans, Other than Share-based Compensation [Text Block]", "terseLabel": "Employee Benefit Plans" } } }, "localname": "CompensationAndEmployeeBenefitPlansOtherThanShareBasedCompensationTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EmployeeBenefitPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComponentsOfIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Current income tax (benefit) expense:" } } }, "localname": "ComponentsOfIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest": { "auth_ref": [ "r68", "r70", "r80", "r519", "r520", "r536", "r682", "r712" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "expe_ComprehensiveIncomeLossNetofTaxAttributableToCommonStockholders", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest", "terseLabel": "Less: Comprehensive income (loss) attributable to non-controlling interests" } } }, "localname": "ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r68", "r70", "r79", "r518", "r536", "r681", "r711" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 3.0, "parentTag": "expe_ComprehensiveIncomeLossNetofTaxAttributableToCommonStockholders", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest", "totalLabel": "Comprehensive income (loss)" } } }, "localname": "ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computer equipment", "verboseLabel": "Computer Equipment" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r188", "r693" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Certain Risks and Concentrations" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r118", "r525" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionInProgressExpendituresIncurredButNotYetPaid": { "auth_ref": [ "r114", "r115", "r116" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Future cash outflow to pay for construction in progress expenditures that have occurred.", "label": "Construction in Progress Expenditures Incurred but Not yet Paid", "terseLabel": "Acquisition of property and equipment, non-cash investing activity" } } }, "localname": "ConstructionInProgressExpendituresIncurredButNotYetPaid", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConstructionInProgressGross": { "auth_ref": [ "r299" ], "calculation": { "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails": { "order": 3.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress, Gross", "terseLabel": "Projects in progress" } } }, "localname": "ConstructionInProgressGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerBasisOfPricingAxis": { "auth_ref": [ "r375", "r381" ], "lang": { "en-us": { "role": { "documentation": "Information by basis of pricing for contract representing right to consideration in exchange for good or service transferred to customer.", "label": "Contract with Customer, Basis of Pricing [Axis]", "terseLabel": "Contract with Customer, Basis of Pricing [Axis]" } } }, "localname": "ContractWithCustomerBasisOfPricingAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContractWithCustomerBasisOfPricingDomain": { "auth_ref": [ "r375", "r381" ], "lang": { "en-us": { "role": { "documentation": "Basis of pricing for contract with customer. Includes, but is not limited to, fixed-price and time-and-materials contracts.", "label": "Contract with Customer, Basis of Pricing [Domain]", "terseLabel": "Contract with Customer, Basis of Pricing [Domain]" } } }, "localname": "ContractWithCustomerBasisOfPricingDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r364", "r365", "r376" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "terseLabel": "Deferred revenue" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r377" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "terseLabel": "Contract with customer, liability, revenue recognized" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerSalesChannelAxis": { "auth_ref": [ "r375", "r382" ], "lang": { "en-us": { "role": { "documentation": "Information by sales channel for delivery of good or service in contract with customer.", "label": "Contract with Customer, Sales Channel [Axis]", "terseLabel": "Contract with Customer, Sales Channel [Axis]" } } }, "localname": "ContractWithCustomerSalesChannelAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ContractWithCustomerSalesChannelDomain": { "auth_ref": [ "r375", "r382" ], "lang": { "en-us": { "role": { "documentation": "Sales channel for delivery of good or service in contract with customer. Includes, but is not limited to, directly to consumer and through intermediary.", "label": "Contract with Customer, Sales Channel [Domain]", "terseLabel": "Contract with Customer, Sales Channel [Domain]" } } }, "localname": "ContractWithCustomerSalesChannelDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractualObligation": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation, including but not limited to, long-term debt, capital lease obligations, operating lease obligations, purchase obligations, and other commitments.", "label": "Contractual Obligation", "totalLabel": "Total" } } }, "localname": "ContractualObligation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 4.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, after Year Five", "terseLabel": "More\u00a0than 5\u00a0 years" } } }, "localname": "ContractualObligationDueAfterFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInFourthAndFifthYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 3.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in fourth and fifth fiscal years following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Four and Five", "terseLabel": "3\u00a0to\u00a05 years" } } }, "localname": "ContractualObligationDueInFourthAndFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 1.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year One", "terseLabel": "Less\u00a0than 1\u00a0 year" } } }, "localname": "ContractualObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractualObligationDueInSecondAndThirdYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 2.0, "parentTag": "us-gaap_ContractualObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractual obligation to be paid in second and third fiscal years following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Contractual Obligation, to be Paid, Year Two and Three", "terseLabel": "1\u00a0to\u00a03 years" } } }, "localname": "ContractualObligationDueInSecondAndThirdYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConversionOfStockByUniqueDescriptionAxis": { "auth_ref": [ "r114", "r115", "r116" ], "lang": { "en-us": { "role": { "documentation": "Information by description of stock conversions.", "label": "Stock Conversion Description [Axis]", "terseLabel": "Stock Conversion Description [Axis]" } } }, "localname": "ConversionOfStockByUniqueDescriptionAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConversionOfStockNameDomain": { "auth_ref": [ "r114", "r115", "r116" ], "lang": { "en-us": { "role": { "documentation": "The unique name of a noncash or part noncash stock conversion.", "label": "Conversion of Stock, Name [Domain]", "terseLabel": "Conversion of Stock, Name [Domain]" } } }, "localname": "ConversionOfStockNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConversionOfStockSharesIssued1": { "auth_ref": [ "r114", "r115", "r116" ], "lang": { "en-us": { "role": { "documentation": "The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of Stock, Shares Issued", "terseLabel": "Conversion of stock, shares issued" } } }, "localname": "ConversionOfStockSharesIssued1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CostOfGoodsAndServiceExcludingDepreciationDepletionAndAmortization": { "auth_ref": [ "r75", "r76" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cost of product sold and service rendered, excluding depreciation, depletion, and amortization.", "label": "Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfGoodsAndServiceExcludingDepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing cost of sales.", "label": "Cost of Sales [Member]", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfSalesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_CostsAndExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Costs and Expenses [Abstract]", "terseLabel": "Costs and expenses:" } } }, "localname": "CostsAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r123", "r485", "r494" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "U.S. federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r129", "r485" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r485", "r494", "r496" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Current income tax expense" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r123", "r485", "r494" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerRelationshipsMember": { "auth_ref": [ "r513" ], "lang": { "en-us": { "role": { "documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.", "label": "Customer Relationships [Member]", "terseLabel": "Customer relationships" } } }, "localname": "CustomerRelationshipsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r341" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Debt" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/Debt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r20", "r22", "r23", "r668", "r671", "r695" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Basis points added to LIBOR rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r586", "r588" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Senior unsecured notes principal amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFairValue": { "auth_ref": [ "r566" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.", "label": "Debt Instrument, Fair Value Disclosure", "terseLabel": "Fair value of senior notes" } } }, "localname": "DebtInstrumentFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r48" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Debt, interest rate (percentage)", "verboseLabel": "Senior notes, interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r49" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAccumulatedOtherComprehensiveLossDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodAxis": { "auth_ref": [ "r690" ], "lang": { "en-us": { "role": { "documentation": "Information about timing of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period [Axis]", "terseLabel": "Debt Instrument, Redemption, Period [Axis]" } } }, "localname": "DebtInstrumentRedemptionPeriodAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodDomain": { "auth_ref": [ "r690" ], "lang": { "en-us": { "role": { "documentation": "Period as defined under terms of the debt agreement for debt redemption features.", "label": "Debt Instrument, Redemption, Period [Domain]", "terseLabel": "Debt Instrument, Redemption, Period [Domain]" } } }, "localname": "DebtInstrumentRedemptionPeriodDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodOneMember": { "auth_ref": [ "r690" ], "lang": { "en-us": { "role": { "documentation": "Period one representing most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period One [Member]", "terseLabel": "Upon the occurrence of certain change of control triggering events", "verboseLabel": "Debt Instrument, Redemption, Period One" } } }, "localname": "DebtInstrumentRedemptionPeriodOneMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodThreeMember": { "auth_ref": [ "r690" ], "lang": { "en-us": { "role": { "documentation": "Period three representing third most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period Three [Member]", "terseLabel": "Debt instrument, redemption, period three", "verboseLabel": "Debt Instrument, Redemption, Period Three" } } }, "localname": "DebtInstrumentRedemptionPeriodThreeMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodTwoMember": { "auth_ref": [ "r690" ], "lang": { "en-us": { "role": { "documentation": "Period two representing second most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period Two [Member]", "terseLabel": "Debt instrument, redemption, period two", "verboseLabel": "Debt Instrument, Redemption, Period Two" } } }, "localname": "DebtInstrumentRedemptionPeriodTwoMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentage": { "auth_ref": [ "r690" ], "lang": { "en-us": { "role": { "documentation": "Percentage price of original principal amount of debt at which debt can be redeemed by the issuer.", "label": "Debt Instrument, Redemption Price, Percentage", "terseLabel": "Debt instrument redemption price percentage" } } }, "localname": "DebtInstrumentRedemptionPricePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of principal amount of debt redeemed.", "label": "Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed", "terseLabel": "Percentage of principal amount redeemed" } } }, "localname": "DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r49", "r126", "r351", "r354", "r355", "r356", "r585", "r586", "r588", "r691" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtPolicyTextBlock": { "auth_ref": [ "r118", "r337" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt.", "label": "Debt, Policy [Policy Text Block]", "terseLabel": "Debt Issuance Costs" } } }, "localname": "DebtPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r486", "r494" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "U.S. federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r486", "r494" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxAssetsNet": { "auth_ref": [ "r458", "r459" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.", "label": "Deferred Income Tax Assets, Net", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r109", "r123", "r486", "r494", "r495", "r496" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "terseLabel": "Deferred income taxes", "totalLabel": "Deferred income tax (benefit) expense" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred income tax (benefit) expense:" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r24", "r25", "r476", "r670", "r694" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilitiesNet": { "auth_ref": [ "r458", "r459" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences with jurisdictional netting.", "label": "Deferred Income Tax Liabilities, Net", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r486", "r494" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r477" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "auth_ref": [ "r479" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.", "label": "Deferred Tax Assets, Net", "totalLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsLiabilitiesNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r479" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetOfValuationAllowanceAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Assets, Net of Valuation Allowance [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "DeferredTaxAssetsNetOfValuationAllowanceAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are not subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration", "terseLabel": "Indefinitely carried forward net operating loss carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration", "terseLabel": "Net operating loss carryforwards subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r483", "r484" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsPropertyPlantAndEquipment": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from property, plant, and equipment.", "label": "Deferred Tax Assets, Property, Plant and Equipment", "terseLabel": "Property and equipment" } } }, "localname": "DeferredTaxAssetsPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r483", "r484" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Stock-based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities": { "auth_ref": [ "r483", "r484" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from accrued liabilities.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities", "terseLabel": "Provision for accrued expenses" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r478" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Less valuation allowance", "terseLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails", "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Liabilities, Gross [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "DeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r483", "r484" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedLabel": "Goodwill and intangible assets" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesNetAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Liabilities, Net [Abstract]", "terseLabel": "Deferred Tax Liabilities, Net [Abstract]" } } }, "localname": "DeferredTaxLiabilitiesNetAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandDeferredTaxLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxLiabilityNotRecognizedAmountOfUnrecognizedDeferredTaxLiabilityUndistributedEarningsOfForeignSubsidiaries": { "auth_ref": [ "r503" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability not recognized because of the exceptions to comprehensive recognition of deferred taxes related to undistributed earnings of foreign subsidiaries.", "label": "Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries", "terseLabel": "Unrecognized deferred tax liability related to the U.S. federal income tax consequences of undistributed earnings of foreign subsidiaries" } } }, "localname": "DeferredTaxLiabilityNotRecognizedAmountOfUnrecognizedDeferredTaxLiabilityUndistributedEarningsOfForeignSubsidiaries", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Employer contributions for benefit plans" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EmployeeBenefitPlansAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerMatchingContributionPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of employees' gross pay for which the employer contributes a matching contribution to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay", "terseLabel": "Percentage of company matches of employees contributions maximum" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EmployeeBenefitPlansAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedContributionPlanMaximumAnnualContributionsPerEmployeePercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Maximum percentage of employee gross pay the employee may contribute to a defined contribution plan.", "label": "Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent", "terseLabel": "Percentage of employees contributions maximum" } } }, "localname": "DefinedContributionPlanMaximumAnnualContributionsPerEmployeePercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EmployeeBenefitPlansAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r109", "r298" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 6.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "negatedLabel": "Depreciation", "terseLabel": "Depreciation of property and equipment, including internal-use software and website development" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r109", "r201" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 6.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r545", "r546", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeNotionalAmount": { "auth_ref": [ "r539", "r541" ], "lang": { "en-us": { "role": { "documentation": "Nominal or face amount used to calculate payment on derivative.", "label": "Derivative, Notional Amount", "terseLabel": "Notional amount of foreign currency derivatives" } } }, "localname": "DerivativeNotionalAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r118", "r131", "r538", "r540", "r542", "r543", "r552" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivative Instruments" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Payment Arrangement [Abstract]", "terseLabel": "Share-based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock": { "auth_ref": [ "r405", "r437" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of share-based payment arrangement.", "label": "Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]", "terseLabel": "Stock-Based Awards and Other Equity Instruments" } } }, "localname": "DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstruments" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisposalGroupClassificationAxis": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "Information by disposal group classification.", "label": "Disposal Group Classification [Axis]", "terseLabel": "Disposal Group Classification [Axis]" } } }, "localname": "DisposalGroupClassificationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupClassificationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Component or group of components disposed of, including but not limited to, disposal group held-for-sale or disposed of by sale, disposed of by means other than sale, and discontinued operations.", "label": "Disposal Group Classification [Domain]", "terseLabel": "Disposal Group Classification [Domain]" } } }, "localname": "DisposalGroupClassificationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupHeldforsaleNotDiscontinuedOperationsMember": { "auth_ref": [ "r5", "r296", "r305" ], "lang": { "en-us": { "role": { "documentation": "Disposal group that is classified as held-for-sale. Excludes disposals classified as discontinued operations.", "label": "Disposal Group, Held-for-sale, Not Discontinued Operations [Member]", "terseLabel": "Disposal Group, Held-for-sale, Not Discontinued Operations" } } }, "localname": "DisposalGroupHeldforsaleNotDiscontinuedOperationsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationAccountsNotesAndLoansReceivableNet": { "auth_ref": [ "r1", "r2", "r4", "r303" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as accounts, notes and loans receivable attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net", "terseLabel": "Held-for-sale assets, accounts receivable" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationAccountsNotesAndLoansReceivableNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r1", "r2", "r4", "r303" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount classified as accounts payable and accrued liabilities attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities", "terseLabel": "Held-for-sale liabilities, accrued expenses and other current liabilities" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents": { "auth_ref": [ "r1", "r2", "r4", "r303" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as cash and cash equivalents attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents", "terseLabel": "Cash and cash equivalents" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DisposalGroupIncludingDiscontinuedOperationPrepaidAndOtherAssetsCurrent": { "auth_ref": [ "r1", "r2", "r4", "r297", "r303" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount classified as prepaid and other assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.", "label": "Disposal Group, Including Discontinued Operation, Prepaid and Other Assets, Current", "terseLabel": "Held-for-sale assets, prepaid expenses and other current assets" } } }, "localname": "DisposalGroupIncludingDiscontinuedOperationPrepaidAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DividendsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information about distribution of earnings to shareholders including, but not limited to, cash, property or capital stock.", "label": "Dividends [Axis]", "terseLabel": "Dividends [Axis]" } } }, "localname": "DividendsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DividendsCommonStockCash": { "auth_ref": [ "r357" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid common stock dividends declared with the form of settlement in cash.", "label": "Dividends, Common Stock, Cash", "negatedTerseLabel": "Payment of dividends to stockholders" } } }, "localname": "DividendsCommonStockCash", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_DividendsDeclaredTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information related to dividends declared, including paid and unpaid dividends.", "label": "Dividends Declared [Table Text Block]", "terseLabel": "Summary Of Dividends Declared" } } }, "localname": "DividendsDeclaredTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DividendsDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Distributions of earnings to shareholders including but not limited to cash, property or capital stock.", "label": "Dividends [Domain]", "terseLabel": "Dividends [Domain]" } } }, "localname": "DividendsDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DividendsPayableLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Dividends Payable [Line Items]", "terseLabel": "Dividends Payable [Line Items]" } } }, "localname": "DividendsPayableLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DividendsPayableTable": { "auth_ref": [ "r114" ], "lang": { "en-us": { "role": { "documentation": "A table that contains information regarding dividends that have been declared but not paid as of the financial reporting date. This information may contain the amount, amount per share, declared date, and date to be paid.", "label": "Dividends Payable [Table]", "terseLabel": "Dividends Payable [Table]" } } }, "localname": "DividendsPayableTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DividendsPreferredStock": { "auth_ref": [ "r357", "r689" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid preferred stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK).", "label": "Dividends, Preferred Stock", "negatedTerseLabel": "Payment of preferred dividends (declared at $62.47 per share)", "verboseLabel": "Preferred stock dividends" } } }, "localname": "DividendsPreferredStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Federal" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Earnings (loss) per share attributable to Expedia Group, Inc. available to common stockholders:" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r81", "r153", "r154", "r155", "r156", "r157", "r162", "r165", "r170", "r171", "r172", "r177", "r178", "r683", "r713" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Basic (in dollars per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails", "http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedScheduleofQuarterlyFinancialInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r81", "r153", "r154", "r155", "r156", "r157", "r165", "r170", "r171", "r172", "r177", "r178", "r683", "r713" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Diluted (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails", "http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedScheduleofQuarterlyFinancialInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r118", "r174", "r175" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Earnings Per Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r174", "r175", "r176", "r179" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Earnings Per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EarningsPerShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r574" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "terseLabel": "Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsCapitalizedAmount": { "auth_ref": [ "r435" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost capitalized for award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Amount Capitalized", "terseLabel": "Capitalized stock-based compensation expense" } } }, "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsCapitalizedAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r436" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized stock-based compensation expense" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r436" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Unrecognized stock-based compensation expense expected recognition period" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense": { "auth_ref": [ "r434" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax benefit for recognition of expense of award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Expense, Tax Benefit", "terseLabel": "Stock-based compensation tax benefit" } } }, "localname": "EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeSeveranceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Termination of an employee associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Employee Severance [Member]", "terseLabel": "Employee Severance and Benefits" } } }, "localname": "EmployeeSeveranceMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r432" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-based Payment Arrangement, Option [Member]", "terseLabel": "Stock Options" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]", "terseLabel": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r143", "r144", "r146", "r149", "r158", "r161", "r182", "r255", "r350", "r357", "r443", "r444", "r445", "r490", "r491", "r576", "r577", "r578", "r579", "r580", "r582", "r725", "r726", "r727" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquitySecuritiesFvNiGainLoss": { "auth_ref": [ "r248" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized and realized gain (loss) on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).", "label": "Equity Securities, FV-NI, Gain (Loss)", "terseLabel": "Equity securities, other-than-temporary impairments, gain (loss)" } } }, "localname": "EquitySecuritiesFvNiGainLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesMember": { "auth_ref": [ "r17", "r21", "r244", "r696", "r737", "r738", "r739" ], "lang": { "en-us": { "role": { "documentation": "Ownership interest or right to acquire or dispose of ownership interest in corporations and other legal entities for which ownership interest is represented by shares of common or preferred stock, convertible securities, stock rights, or stock warrants.", "label": "Equity Securities [Member]", "terseLabel": "Marketable equity securities" } } }, "localname": "EquitySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueAmount": { "auth_ref": [ "r245" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Amount", "terseLabel": "Investments without readily determinable fair values" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueDownwardPriceAdjustmentAnnualAmount": { "auth_ref": [ "r246" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from downward price adjustment on investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount", "terseLabel": "Cost downward method investments" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueDownwardPriceAdjustmentAnnualAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentAnnualAmount": { "auth_ref": [ "r247" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain from upward price adjustment on investment in equity security without readily determinable fair value.", "label": "Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Annual Amount", "terseLabel": "Cost upward method investments" } } }, "localname": "EquitySecuritiesWithoutReadilyDeterminableFairValueUpwardPriceAdjustmentAnnualAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EurodollarMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate based on U.S. dollar denominated deposits at foreign banks or foreign branches of U.S. banks.", "label": "Eurodollar [Member]", "terseLabel": "Eurodollar" } } }, "localname": "EurodollarMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r553", "r554", "r555", "r561" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r396", "r554", "r615", "r616", "r617" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r553", "r554", "r557", "r558", "r562" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r388", "r389", "r394", "r396", "r554", "r615" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r388", "r389", "r394", "r396", "r554", "r616" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r396", "r554", "r617" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Fair Value, Inputs, Level 3" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]", "terseLabel": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementInputsDisclosureTextBlock": { "auth_ref": [ "r564" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis.", "label": "Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueMeasurementInputsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r396", "r615", "r616", "r617" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsNonrecurringMember": { "auth_ref": [ "r553", "r554", "r557", "r558", "r559", "r562" ], "lang": { "en-us": { "role": { "documentation": "Infrequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, not frequently measured at fair value.", "label": "Fair Value, Nonrecurring [Member]", "terseLabel": "Nonrecurring basis", "verboseLabel": "Nonrecurring Basis" } } }, "localname": "FairValueMeasurementsNonrecurringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r560", "r562" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]", "terseLabel": "Recurring basis" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r118", "r563", "r565" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments, Policy [Policy Text Block]", "terseLabel": "Fair Value Recognition, Measurement and Disclosure" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r242", "r243", "r259", "r261", "r262", "r263", "r264", "r265", "r266", "r267", "r268", "r612", "r613", "r614", "r615", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r623", "r624", "r625", "r626", "r627", "r628", "r629", "r630", "r631", "r632", "r633", "r634", "r635", "r636", "r637", "r638", "r639", "r640", "r641" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Eligible Item or Group for Fair Value Option [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Definite lived intangible assets, estimated useful life" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r289" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails": { "order": 6.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Five", "terseLabel": "2026 and thereafter" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r291" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2021" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r291" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Five", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r291" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r291" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r291" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r282", "r285", "r289", "r293", "r647", "r651" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsFairValueDisclosure": { "auth_ref": [ "r553" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of assets, excluding financial assets, that lack physical substance, having a limited useful life.", "label": "Finite-lived Intangible Assets, Fair Value Disclosure", "terseLabel": "Finite-lived intangible assets, fair value disclosure" } } }, "localname": "FiniteLivedIntangibleAssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]", "terseLabel": "Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]" } } }, "localname": "FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r289", "r651" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Cost" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r282", "r288" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r289", "r647" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_IntangibleAssetsNetIncludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "totalLabel": "Net", "verboseLabel": "Intangible assets with definite lives, net" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetEstimatedFutureAmortizationExpenseRelatedtoIntangibleAssetsDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1": { "auth_ref": [ "r647" ], "lang": { "en-us": { "role": { "documentation": "Remaining amortization period of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Assets, Remaining Amortization Period", "terseLabel": "Finite-lived intangible assets, remaining amortization period" } } }, "localname": "FiniteLivedIntangibleAssetsRemainingAmortizationPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FlightEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment used in the in-flight operation of the aircraft.", "label": "Flight Equipment [Member]", "terseLabel": "Aircraft" } } }, "localname": "FlightEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "Foreign" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstrumentsLiabilityAtFairValue": { "auth_ref": [ "r547" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value as of the balance sheet date of all foreign currency derivative liabilities not designated as hedging instruments.", "label": "Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value", "terseLabel": "Foreign currency forward contracts" } } }, "localname": "ForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstrumentsLiabilityAtFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionGainLossBeforeTax": { "auth_ref": [ "r568", "r570", "r572", "r573" ], "calculation": { "http://www.expediainc.com/role/OtherIncomeExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of foreign currency transaction realized and unrealized gain (loss) recognized in the income statement.", "label": "Foreign Currency Transaction Gain (Loss), before Tax", "terseLabel": "Foreign exchange rate gains (losses), net" } } }, "localname": "ForeignCurrencyTransactionGainLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/OtherIncomeExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r118", "r583" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency Translation and Transaction Gains and Losses" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ForeignExchangeForwardMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Foreign exchange forward traded on an exchange (examples include but are not limited to the International Securities Exchange, Philadelphia Stock Exchange, or the Chicago Mercantile Exchange) for options or future contracts to buy or sell a certain currency, at a specified date, at a fixed exercise exchange rate.", "label": "Foreign Exchange Forward [Member]", "terseLabel": "Foreign currency forward contracts" } } }, "localname": "ForeignExchangeForwardMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments": { "auth_ref": [ "r545", "r549" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) recognized in earnings in the period from the increase (decrease) in fair value of foreign currency derivatives not designated as hedging instruments.", "label": "Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments", "terseLabel": "Net gains (losses) from foreign currency forward contracts" } } }, "localname": "GainLossOnForeignCurrencyDerivativeInstrumentsNotDesignatedAsHedgingInstruments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnInvestments": { "auth_ref": [ "r89", "r109", "r241" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.expediainc.com/role/OtherIncomeExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of realized and unrealized gain (loss) on investment.", "label": "Gain (Loss) on Investments", "negatedTerseLabel": "(Gain) loss on minority equity investments, net", "terseLabel": "Gains (losses) on minority equity investments, net", "verboseLabel": "Gain (loss) on investments" } } }, "localname": "GainLossOnInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/OtherIncomeExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSaleOfBusiness": { "auth_ref": [ "r109", "r531" ], "calculation": { "http://www.expediainc.com/role/OtherIncomeExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of gain (loss) from sale and disposal of integrated set of activities and assets capable of being conducted and managed for purpose of providing return in form of dividend, lower cost, or other economic benefit to investor, owner, member and participant.", "label": "Gain (Loss) on Disposition of Business", "terseLabel": "Loss on sale of businesses, net" } } }, "localname": "GainLossOnSaleOfBusiness", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/OtherIncomeExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSaleOfDerivatives": { "auth_ref": [ "r109", "r684" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The difference between the book value and the sale price of options, swaps, futures, forward contracts, and other derivative instruments. This element refers to the gain (loss) included in earnings.", "label": "Gain (Loss) on Sale of Derivatives", "negatedLabel": "Realized (gain) loss on foreign currency forwards" } } }, "localname": "GainLossOnSaleOfDerivatives", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r87" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 5.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r82" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r269", "r271", "r666" ], "calculation": { "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_IntangibleAssetsNetIncludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Goodwill, Ending Balance", "periodStartLabel": "Goodwill, Beginning Balance", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r273" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "terseLabel": "Additions" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]", "terseLabel": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r295" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for goodwill and intangible assets.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "Goodwill and Intangible Assets, Net" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock": { "auth_ref": [ "r118", "r277", "r286" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.", "label": "Goodwill and Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Recoverability of Goodwill and Indefinite-Lived Intangible Assets" } } }, "localname": "GoodwillAndIntangibleAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillForeignCurrencyTranslationGainLoss": { "auth_ref": [ "r275" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Foreign Currency Translation Gain (Loss)", "terseLabel": "Foreign exchange translation and other" } } }, "localname": "GoodwillForeignCurrencyTranslationGainLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairedAccumulatedImpairmentLoss": { "auth_ref": [ "r272", "r276" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated impairment loss for an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impaired, Accumulated Impairment Loss", "terseLabel": "Accumulated goodwill impairment loss" } } }, "localname": "GoodwillImpairedAccumulatedImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillImpairmentLoss": { "auth_ref": [ "r109", "r270", "r274", "r278" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 }, "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 7.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impairment Loss", "negatedLabel": "Impairment of goodwill", "negatedTerseLabel": "Impairment charges", "terseLabel": "Impairment of goodwill" } } }, "localname": "GoodwillImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Goodwill [Line Items]", "terseLabel": "Goodwill [Line Items]" } } }, "localname": "GoodwillLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Guarantees [Abstract]", "terseLabel": "Guarantees" } } }, "localname": "GuaranteesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r109", "r294" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 4.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 }, "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 3.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of an intangible asset (excluding goodwill) to fair value.", "label": "Impairment of Intangible Assets (Excluding Goodwill)", "negatedTerseLabel": "Impairment of intangible assets", "terseLabel": "Impairment of intangible assets" } } }, "localname": "ImpairmentOfIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsFinitelived": { "auth_ref": [ "r109", "r294" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of a finite-lived intangible asset to fair value.", "label": "Impairment of Intangible Assets, Finite-lived", "terseLabel": "Impairment of definite-lived intangible assets" } } }, "localname": "ImpairmentOfIntangibleAssetsFinitelived", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill": { "auth_ref": [ "r109", "r294" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of impairment loss resulting from write-down of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit to fair value.", "label": "Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)", "terseLabel": "Impairment of indefinite-lived intangible assets" } } }, "localname": "ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r128", "r497" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesDomesticandForeignIncomeLossBeforeIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "U.S." } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesDomesticandForeignIncomeLossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r74", "r206", "r212", "r216", "r219", "r222", "r664", "r678", "r687", "r715" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 }, "http://www.expediainc.com/role/IncomeTaxesDomesticandForeignIncomeLossBeforeIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Income (loss) before income taxes", "verboseLabel": "Income (loss) before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/IncomeTaxesDomesticandForeignIncomeLossBeforeIncomeTaxesDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r128", "r497" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesDomesticandForeignIncomeLossBeforeIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesDomesticandForeignIncomeLossBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r302" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r466" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]", "terseLabel": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r462", "r474", "r481", "r492", "r498", "r500", "r501", "r504" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExaminationEstimateOfPossibleLoss": { "auth_ref": [ "r465" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Estimated amount of loss resulting from an adverse tax position.", "label": "Income Tax Examination, Estimate of Possible Loss", "terseLabel": "Additional federal tax expense due to tax examination" } } }, "localname": "IncomeTaxExaminationEstimateOfPossibleLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r123", "r160", "r161", "r204", "r460", "r493", "r499", "r716" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_ProfitLoss", "weight": -1.0 }, "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "negatedTerseLabel": "Provision for income taxes", "totalLabel": "Income tax (benefit) expense" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails", "http://www.expediainc.com/role/IncomeTaxesSummaryofProvisionforIncomeTaxesDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r71", "r118", "r456", "r457", "r474", "r475", "r480", "r487", "r743" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 6.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "terseLabel": "Change in valuation allowance" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationDispositionOfBusiness": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 14.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to the disposition of a business not qualifying as a discontinued operation.", "label": "Effective Income Tax Rate Reconciliation, Disposition of Business, Amount", "terseLabel": "Deferral of capital losses" } } }, "localname": "IncomeTaxReconciliationDispositionOfBusiness", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to foreign income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount", "terseLabel": "Foreign tax rate differential" } } }, "localname": "IncomeTaxReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount", "terseLabel": "Income tax (benefit) expense at the U.S. federal statutory rate of 21%" } } }, "localname": "IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseImpairmentLosses": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 10.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible impairment loss.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount", "terseLabel": "Non-deductible goodwill impairment" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpenseImpairmentLosses", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of reported income tax expense (benefit) in excess of (less than) expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for award under share-based payment arrangement. Includes, but is not limited to, expense determined to be nondeductible upon grant or after for award under share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount", "terseLabel": "Excess tax benefits related to stock-based compensation" } } }, "localname": "IncomeTaxReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationOtherReconcilingItems": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 13.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to tax exempt income, equity in earnings (loss) of an unconsolidated subsidiary, minority noncontrolling interest income (loss), tax holiday, disposition of a business, disposition of an asset, repatriation of foreign earnings, repatriation of foreign earnings jobs creation act of 2004, increase (decrease) in enacted tax rate, prior year income taxes, increase (decrease) in deferred tax asset valuation allowance, and other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount", "terseLabel": "Other, net" } } }, "localname": "IncomeTaxReconciliationOtherReconcilingItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 9.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount", "terseLabel": "State taxes" } } }, "localname": "IncomeTaxReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationTaxContingencies": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 5.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in income tax contingencies. Including, but not limited to, domestic tax contingency, foreign tax contingency, state and local tax contingency, and other contingencies.", "label": "Effective Income Tax Rate Reconciliation, Tax Contingency, Amount", "terseLabel": "Unrecognized tax benefits and related interest" } } }, "localname": "IncomeTaxReconciliationTaxContingencies", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationTaxCreditsResearch": { "auth_ref": [ "r461" ], "calculation": { "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to research tax credit.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount", "negatedTerseLabel": "U.S. federal research and development credit" } } }, "localname": "IncomeTaxReconciliationTaxCreditsResearch", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesScheduleofStatutoryFederalIncomeTaxRatetoIncomefromContinuingOperationsBeforeIncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Income tax payments, net" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesReceivable": { "auth_ref": [ "r56", "r675", "r708" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes.", "label": "Income Taxes Receivable, Current", "terseLabel": "Income taxes receivable" } } }, "localname": "IncomeTaxesReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r108" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerLiability": { "auth_ref": [ "r108" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Contract with Customer, Liability", "terseLabel": "Deferred revenue" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInIncomeTaxes": { "auth_ref": [ "r108" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amounts payable to taxing authorities for taxes that are based on the reporting entity's earnings, net of amounts receivable from taxing authorities for refunds of overpayments or recoveries of income taxes, and in deferred and other tax liabilities and assets.", "label": "Increase (Decrease) in Income Taxes", "terseLabel": "Tax payable/receivable, net" } } }, "localname": "IncreaseDecreaseInIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in operating assets and liabilities, net of effects from acquisitions:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities": { "auth_ref": [ "r108" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in other obligations or expenses incurred but not yet paid.", "label": "Increase (Decrease) in Other Accounts Payable and Accrued Liabilities", "terseLabel": "Accounts payable, other, accrued expenses and other liabilities" } } }, "localname": "IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssets": { "auth_ref": [ "r108" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets classified as other.", "label": "Increase (Decrease) in Other Operating Assets", "negatedLabel": "Prepaid expenses and other assets" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r284", "r292" ], "lang": { "en-us": { "role": { "documentation": "Information by type or class of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets [Axis]", "terseLabel": "Indefinite-lived Intangible Assets [Axis]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r292" ], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_IntangibleAssetsNetIncludingGoodwill", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets (Excluding Goodwill)", "terseLabel": "Intangible assets with indefinite lives" } } }, "localname": "IndefiniteLivedIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r284", "r292" ], "lang": { "en-us": { "role": { "documentation": "The major class of indefinite-lived intangible asset (for example, trade names, etc. but not all-inclusive), excluding goodwill. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of the company.", "label": "Indefinite-lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Indefinite-lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "IndefiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IntangibleAssetsFiniteLivedPolicy": { "auth_ref": [ "r118", "r288", "r643", "r644", "r645", "r647" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets.", "label": "Intangible Assets, Finite-Lived, Policy [Policy Text Block]", "terseLabel": "Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets" } } }, "localname": "IntangibleAssetsFiniteLivedPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r280", "r287" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangible assets, net" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntangibleAssetsNetIncludingGoodwill": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount of finite-lived intangible assets, indefinite-lived intangible assets and goodwill. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets are assets, not including financial assets, lacking physical substance.", "label": "Intangible Assets, Net (Including Goodwill)", "totalLabel": "Goodwill and intangible assets" } } }, "localname": "IntangibleAssetsNetIncludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetScheduleofGoodwillandIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r73", "r200", "r584", "r587", "r685" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "negatedLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r102", "r106", "r113" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPayableCurrentAndNoncurrent": { "auth_ref": [ "r676", "r707" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of interest payable on debt, including, but not limited to, trade payables.", "label": "Interest Payable", "terseLabel": "Accrued interest related to senior notes" } } }, "localname": "InterestPayableCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InternalRevenueServiceIRSMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the United States of America government entitled to levy and collect income taxes from the entity.", "label": "Internal Revenue Service (IRS) [Member]", "terseLabel": "IRS" } } }, "localname": "InternalRevenueServiceIRSMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r88", "r199" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "terseLabel": "Interest income" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentPolicyTextBlock": { "auth_ref": [ "r250", "r714" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for investment in financial asset.", "label": "Investment, Policy [Policy Text Block]", "terseLabel": "Short-term and Long-term Investments" } } }, "localname": "InvestmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InvestmentsAndOtherNoncurrentAssets": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investments, and noncurrent assets classified as other.", "label": "Investments and Other Noncurrent Assets", "terseLabel": "Long-term investments and other assets" } } }, "localname": "InvestmentsAndOtherNoncurrentAssets", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentsFairValueDisclosure": { "auth_ref": [ "r553" ], "calculation": { "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails": { "order": 2.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.", "label": "Investments, Fair Value Disclosure", "terseLabel": "Investments" } } }, "localname": "InvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LandImprovementsMember": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to real estate held.", "label": "Land Improvements [Member]", "terseLabel": "Land Improvements" } } }, "localname": "LandImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LandMember": { "auth_ref": [ "r378" ], "lang": { "en-us": { "role": { "documentation": "Part of earth's surface not covered by water.", "label": "Land [Member]", "terseLabel": "Land" } } }, "localname": "LandMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseAndRentalExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "Operating Leases, Rent Expense", "terseLabel": "Lease rental expense" } } }, "localname": "LeaseAndRentalExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCost": { "auth_ref": [ "r599", "r601" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lease cost recognized by lessee for lease contract.", "label": "Lease, Cost", "terseLabel": "Operating lease costs" } } }, "localname": "LeaseCost", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r599" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Schedule of Cash Flow Information for Operating Leases" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r593" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r600" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Schedule of Future Minimum Rental Payments for Operating Leases" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r600" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r600" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "terseLabel": "2026 and thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r600" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "terseLabel": "2021" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r600" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "terseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r600" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "terseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r600" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "terseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r600" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "terseLabel": "2022" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r600" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails_1": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedTerseLabel": "Less: imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseRenewalTerm": { "auth_ref": [ "r594" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease renewal, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Renewal Term", "terseLabel": "Lessor, operating lease, renewal term" } } }, "localname": "LesseeOperatingLeaseRenewalTerm", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeaseTermOfContract": { "auth_ref": [ "r594" ], "lang": { "en-us": { "role": { "documentation": "Term of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Term of Contract", "terseLabel": "Lessee, operating lease, term of contract" } } }, "localname": "LesseeOperatingLeaseTermOfContract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r602" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letter of Credit" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LettersOfCreditOutstandingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of the contingent obligation under letters of credit outstanding as of the reporting date.", "label": "Letters of Credit Outstanding, Amount", "terseLabel": "Letters of credit issued under the credit facility" } } }, "localname": "LettersOfCreditOutstandingAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r35", "r122", "r251", "r567", "r672", "r704" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "TOTAL LIABILITIES AND STOCKHOLDERS\u2019 EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND STOCKHOLDERS\u2019 EQUITY" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r47", "r122", "r251", "r524", "r532", "r533", "r567" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation": { "auth_ref": [ "r1", "r2", "r4", "r5", "r6", "r303" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount classified as liabilities attributable to disposal group held for sale or disposed of.", "label": "Disposal Group, Including Discontinued Operation, Liabilities", "terseLabel": "Held-for-sale liabilities" } } }, "localname": "LiabilitiesOfDisposalGroupIncludingDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCredit": { "auth_ref": [ "r23", "r671", "r695" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Long-term Line of Credit", "terseLabel": "Credit facility borrowings outstanding" } } }, "localname": "LineOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r44" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Credit facility" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for available but unused credit capacity under the credit facility.", "label": "Line of Credit Facility, Unused Capacity, Commitment Fee Percentage", "terseLabel": "Commitment fee on undrawn amounts" } } }, "localname": "LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r23", "r340", "r671", "r700" ], "calculation": { "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt", "terseLabel": "Long-term debt", "totalLabel": "Total" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtByMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Long-term Debt, Fiscal Year Maturity [Abstract]", "terseLabel": "Letters of credit" } } }, "localname": "LongTermDebtByMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtCurrent": { "auth_ref": [ "r45" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt, classified as current. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Current Maturities", "negatedTerseLabel": "Current maturities of long-term debt", "terseLabel": "Current maturities of long-term debt" } } }, "localname": "LongTermDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r49" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 }, "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebt", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-term debt, excluding current maturities" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/DebtLongTermDebtOutstandingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r49" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r49", "r338" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LossContingenciesByNatureOfContingencyAxis": { "auth_ref": [ "r324", "r325", "r326", "r327", "r328", "r329", "r330", "r333", "r334" ], "lang": { "en-us": { "role": { "documentation": "Information by type of existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur.", "label": "Loss Contingency Nature [Axis]", "terseLabel": "Loss Contingency Nature [Axis]" } } }, "localname": "LossContingenciesByNatureOfContingencyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]", "terseLabel": "Loss Contingencies [Line Items]" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails", "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r324", "r325", "r326", "r327", "r328", "r329", "r330", "r333", "r334" ], "lang": { "en-us": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]", "terseLabel": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails", "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingencyAccrualAtCarryingValue": { "auth_ref": [ "r324" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of loss contingency liability.", "label": "Loss Contingency Accrual", "terseLabel": "Reserve for legal contingencies" } } }, "localname": "LossContingencyAccrualAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingencyClaimsDismissedNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of claims dismissed.", "label": "Loss Contingency, Claims Dismissed, Number", "terseLabel": "Number of lawsuits dismissed to date" } } }, "localname": "LossContingencyClaimsDismissedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "integerItemType" }, "us-gaap_LossContingencyNatureDomain": { "auth_ref": [ "r324", "r325", "r326", "r327", "r328", "r329", "r330", "r333", "r334" ], "lang": { "en-us": { "role": { "documentation": "An existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur. Resolution of the uncertainty may confirm the incurrence of a loss or impairment of an asset or the incurrence of a liability.", "label": "Loss Contingency, Nature [Domain]", "terseLabel": "Loss Contingency, Nature [Domain]" } } }, "localname": "LossContingencyNatureDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r556" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]", "terseLabel": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]", "terseLabel": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock": { "auth_ref": [ "r7", "r514" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings.", "label": "Mergers, Acquisitions and Dispositions Disclosures [Text Block]", "terseLabel": "Acquisitions, Other Investments and Divestitures" } } }, "localname": "MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestitures" ], "xbrltype": "textBlockItemType" }, "us-gaap_MinorityInterestChangeInRedemptionValue": { "auth_ref": [ "r345", "r346", "r347", "r358" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Change in noncontrolling interest during the period as a result of a change in the redemption value of redeemable noncontrolling interest.", "label": "Noncontrolling Interest, Change in Redemption Value", "terseLabel": "Adjustment to the fair value of redeemable non-controlling interests" } } }, "localname": "MinorityInterestChangeInRedemptionValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestDecreaseFromRedemptions": { "auth_ref": [ "r357", "r521", "r522" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Decrease in noncontrolling interest (for example, but not limited to, redeeming or purchasing the interests of noncontrolling shareholders, issuance of shares (interests) by the non-wholly owned subsidiary to the parent entity for other than cash, and a buyback of shares (interest) by the non-wholly owned subsidiary from the noncontrolling interests).", "label": "Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests", "negatedTerseLabel": "Purchase of remaining interest in Air Asia" } } }, "localname": "MinorityInterestDecreaseFromRedemptions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Noncontrolling Interest [Line Items]", "terseLabel": "Noncontrolling Interest [Line Items]" } } }, "localname": "MinorityInterestLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage.", "label": "Noncontrolling Interest, Ownership Percentage by Parent", "terseLabel": "Ownership interest percentage" } } }, "localname": "MinorityInterestOwnershipPercentageByParent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MinorityInterestPeriodIncreaseDecrease": { "auth_ref": [ "r517" ], "lang": { "en-us": { "role": { "documentation": "Net Increase or Decrease in balance of noncontrolling interest in the subsidiary during the reporting period.", "label": "Noncontrolling Interest, Period Increase (Decrease)", "terseLabel": "Other changes in non-controlling interests" } } }, "localname": "MinorityInterestPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestTable": { "auth_ref": [ "r57", "r85", "r517", "r530" ], "lang": { "en-us": { "role": { "documentation": "Schedule of noncontrolling interest disclosure which includes the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.", "label": "Noncontrolling Interest [Table]", "terseLabel": "Noncontrolling Interest [Table]" } } }, "localname": "MinorityInterestTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MoneyMarketFundsMember": { "auth_ref": [ "r388" ], "lang": { "en-us": { "role": { "documentation": "Fund that invests in short-term money-market instruments, for example, but not limited to, commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and other highly liquid securities.", "label": "Money Market Funds [Member]", "terseLabel": "Money market funds" } } }, "localname": "MoneyMarketFundsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MovementInValuationAllowancesAndReservesRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]", "terseLabel": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]" } } }, "localname": "MovementInValuationAllowancesAndReservesRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r105" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by (used in) financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract]", "terseLabel": "Financing activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r105" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract]", "terseLabel": "Investing activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r105", "r107", "r110" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by (used in) operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]", "terseLabel": "Operating activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r6", "r66", "r69", "r77", "r110", "r122", "r148", "r153", "r154", "r155", "r156", "r160", "r161", "r168", "r206", "r212", "r216", "r219", "r222", "r251", "r567", "r679", "r709" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net income (loss) attributable to Expedia Group, Inc.", "totalLabel": "Net income (loss) attributable to Expedia Group, Inc." } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r66", "r69", "r160", "r161", "r527", "r535" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "negatedTerseLabel": "Net (income) loss attributable to non-controlling interests" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToRedeemableNoncontrollingInterest": { "auth_ref": [ "r85" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to redeemable noncontrolling interest.", "label": "Net Income (Loss) Attributable to Redeemable Noncontrolling Interest", "terseLabel": "Net income (loss) attributable to redeemable noncontrolling interest" } } }, "localname": "NetIncomeLossAttributableToRedeemableNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITYParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r153", "r154", "r155", "r156", "r162", "r163", "r169", "r172", "r206", "r212", "r216", "r219", "r222" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Net income (loss) attributable to Expedia Group, Inc. common stockholders", "totalLabel": "Net income (loss) attributable to Expedia Group, Inc. common stockholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails", "http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedScheduleofQuarterlyFinancialInformationDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "New Accounting Pronouncements or Change in Accounting Principle [Line Items]", "terseLabel": "New Accounting Pronouncements or Change in Accounting Principle [Line Items]" } } }, "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsOrChangeInAccountingPrincipleTable": { "auth_ref": [ "r147", "r148", "r149", "r150", "r151", "r152", "r155", "r177", "r252", "r253", "r254", "r255", "r256", "r257", "r439", "r440", "r441", "r442", "r443", "r444", "r445", "r446", "r488", "r489", "r490", "r491", "r648", "r649", "r650", "r723", "r724", "r725", "r726", "r727", "r728", "r729", "r730", "r731", "r732", "r733", "r734" ], "lang": { "en-us": { "role": { "documentation": "Summarization of the changes in an accounting principle or a new accounting pronouncement, including the line items affected by the change and the financial effects of the change on those particular line items.", "label": "Accounting Standards Update and Change in Accounting Principle [Table]", "terseLabel": "Accounting Standards Update and Change in Accounting Principle [Table]" } } }, "localname": "NewAccountingPronouncementsOrChangeInAccountingPrincipleTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recently Adopted Accounting Policies and Recent Accounting Policies Not Yet Adopted" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncontrollingInterestMember": { "auth_ref": [ "r143", "r144", "r146", "r357", "r516" ], "lang": { "en-us": { "role": { "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest.", "label": "Noncontrolling Interest [Member]", "terseLabel": "Non-redeemable non-controlling interest" } } }, "localname": "NoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r90" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "terseLabel": "Other expense income (expense)", "totalLabel": "Total other expense, net" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Nonoperating Income (Expense) [Abstract]", "terseLabel": "Other income (expense):" } } }, "localname": "NonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_NonredeemableNoncontrollingInterest": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent entity which is not redeemable by the parent entity.", "label": "Nonredeemable Noncontrolling Interest", "terseLabel": "Non-redeemable non-controlling interests" } } }, "localname": "NonredeemableNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r206", "r212", "r216", "r219", "r222" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 }, "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "terseLabel": "Operating income (loss)", "totalLabel": "Operating loss" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedScheduleofQuarterlyFinancialInformationDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r590" ], "calculation": { "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails_1": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 }, "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Total operating lease liabilities", "totalLabel": "Total operating lease liabilities" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesMaturitiesofleaseliabilitiesDetails", "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r590" ], "calculation": { "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "terseLabel": "Current lease liabilities, included within Accrued expenses and other current liabilities" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": { "auth_ref": [ "r591" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement of financial position that includes current operating lease liability.", "label": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]", "terseLabel": "Operating lease, liability, current, statement of financial position [Extensible List]" } } }, "localname": "OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "extensibleListItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r590" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 }, "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeaseLiability", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Long-term lease liabilities, included within Operating lease liabilities", "verboseLabel": "Operating lease liabilities" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r592", "r595" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Cash paid for amounts included in the measurement of lease liabilities" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesSupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r589" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease right-of-use assets", "verboseLabel": "Operating lease right-of-use assets" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r598", "r601" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted average discount rate" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r597", "r601" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted average remaining lease term" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesSupplementalBalanceSheetInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r482" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Net operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingSegmentsMember": { "auth_ref": [ "r211", "r212", "r213", "r214", "r216", "r222" ], "lang": { "en-us": { "role": { "documentation": "Identifies components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Operating Segments [Member]", "terseLabel": "Operating Segments" } } }, "localname": "OperatingSegmentsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "auth_ref": [ "r8", "r537" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]", "terseLabel": "Organization and Basis of Presentation" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/OrganizationandBasisofPresentation" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax": { "auth_ref": [ "r60", "r62", "r569", "r571", "r575" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax", "terseLabel": "Currency translation adjustments, net of taxes" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r67", "r70", "r72", "r78", "r350", "r576", "r581", "r582", "r680", "r710" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "totalLabel": "Other comprehensive income (loss), net of tax" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]", "terseLabel": "Other comprehensive income (loss), net of tax" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "stringItemType" }, "us-gaap_OtherIncomeAndExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other Income and Expenses [Abstract]", "terseLabel": "Other Income and Expenses [Abstract]" } } }, "localname": "OtherIncomeAndExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherIncomeAndOtherExpenseDisclosureTextBlock": { "auth_ref": [ "r384", "r453" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for other income or other expense items (both operating and nonoperating). Sources of nonoperating income or nonoperating expense that may be disclosed, include amounts earned from dividends, interest on securities, profits (losses) on securities, net and miscellaneous other income or income deductions.", "label": "Other Income and Other Expense Disclosure [Text Block]", "terseLabel": "Other Income (Expense)" } } }, "localname": "OtherIncomeAndOtherExpenseDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/OtherIncomeExpense" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Intangible assets classified as other.", "label": "Other Intangible Assets [Member]", "terseLabel": "Other" } } }, "localname": "OtherIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r50" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other long-term liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r91" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 }, "http://www.expediainc.com/role/OtherIncomeExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Other, net", "totalLabel": "Total" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/OtherIncomeExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherRestructuringMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Restructuring and related activities classified as other.", "label": "Other Restructuring [Member]", "terseLabel": "Other" } } }, "localname": "OtherRestructuringMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForProceedsFromOtherInvestingActivities": { "auth_ref": [ "r92", "r95", "r132" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash (inflow) outflow from investing activities classified as other.", "label": "Payments for (Proceeds from) Other Investing Activities", "negatedLabel": "Other, net" } } }, "localname": "PaymentsForProceedsFromOtherInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r99" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedLabel": "Purchases of treasury stock" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRestructuring": { "auth_ref": [ "r103", "r309" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash payments made as the result of exit or disposal activities. Excludes payments associated with a discontinued operation or an asset retirement obligation.", "label": "Payments for Restructuring", "negatedTerseLabel": "Payments" } } }, "localname": "PaymentsForRestructuring", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividendsCommonStock": { "auth_ref": [ "r99" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow in the form of ordinary dividends to common shareholders of the parent entity.", "label": "Payments of Ordinary Dividends, Common Stock", "negatedLabel": "Payment of dividends to common stockholders" } } }, "localname": "PaymentsOfDividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividendsPreferredStockAndPreferenceStock": { "auth_ref": [ "r99" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow in the form of ordinary dividends to preferred shareholders of the parent entity.", "label": "Payments of Ordinary Dividends, Preferred Stock and Preference Stock", "negatedTerseLabel": "Payment of preferred stock dividends" } } }, "localname": "PaymentsOfDividendsPreferredStockAndPreferenceStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfOrdinaryDividends": { "auth_ref": [ "r99" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash outflow in the form of ordinary dividends to common shareholders, preferred shareholders and noncontrolling interests, generally out of earnings.", "label": "Payments of Ordinary Dividends", "terseLabel": "Payment of dividends to stockholders" } } }, "localname": "PaymentsOfOrdinaryDividends", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockSummaryofDividendsDeclaredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r93" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "negatedLabel": "Acquisitions, net of cash and restricted cash acquired" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireInterestInSubsidiariesAndAffiliates": { "auth_ref": [ "r93" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of or advances to an entity that is related to it but not strictly controlled (for example, an unconsolidated subsidiary, affiliate, and joint venture or equity method investment) or the acquisition of an additional interest in a subsidiary (controlled entity).", "label": "Payments to Acquire Interest in Subsidiaries and Affiliates", "terseLabel": "Cash consideration", "verboseLabel": "Cash payment for consideration" } } }, "localname": "PaymentsToAcquireInterestInSubsidiariesAndAffiliates", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockEffectsofChangesinNoncontrollingInterestDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireInvestments": { "auth_ref": [ "r95" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the purchase of all investments (debt, security, other) during the period.", "label": "Payments to Acquire Investments", "negatedLabel": "Purchases of investments" } } }, "localname": "PaymentsToAcquireInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r94" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Capital expenditures, including internal-use software and website development" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PerformanceSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement awarded for meeting performance target.", "label": "Performance Shares [Member]", "terseLabel": "Performance stock units (\"PSUs\")" } } }, "localname": "PerformanceSharesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r405", "r437" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PostemploymentBenefitsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Postemployment Benefits [Abstract]", "terseLabel": "Postemployment Benefits [Abstract]" } } }, "localname": "PostemploymentBenefitsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PreferredStockDividendRatePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The percentage rate used to calculate dividend payments on preferred stock.", "label": "Preferred Stock, Dividend Rate, Percentage", "terseLabel": "Preferred stock, dividend rate, percentage" } } }, "localname": "PreferredStockDividendRatePercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_PreferredStockDividendsAndOtherAdjustments": { "auth_ref": [ "r163", "r173" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "expe_ComprehensiveIncomeLossNetofTaxAttributableToCommonStockholders", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate value of preferred stock dividends and other adjustments necessary to derive net income apportioned to common stockholders.", "label": "Preferred Stock Dividends and Other Adjustments", "terseLabel": "Less: Preferred stock dividend" } } }, "localname": "PreferredStockDividendsAndOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockDividendsIncomeStatementImpact": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders.", "label": "Preferred Stock Dividends, Income Statement Impact", "negatedTerseLabel": "Preferred stock dividend" } } }, "localname": "PreferredStockDividendsIncomeStatementImpact", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockDividendsPerShareDeclared": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Aggregate dividends declared during the period for each share of preferred stock outstanding.", "label": "Preferred Stock, Dividends Per Share, Declared", "terseLabel": "Payment of preferred dividends (in dollars per share)" } } }, "localname": "PreferredStockDividendsPerShareDeclared", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITYParenthetical", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockLiquidationPreference": { "auth_ref": [ "r27", "r120", "r351", "r352" ], "lang": { "en-us": { "role": { "documentation": "The per share liquidation preference (or restrictions) of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) that has a preference in involuntary liquidation considerably in excess of the par or stated value of the shares. The liquidation preference is the difference between the preference in liquidation and the par or stated values of the share.", "label": "Preferred Stock, Liquidation Preference Per Share", "terseLabel": "Preferred stock, liquidation preference (in dollars per share)" } } }, "localname": "PreferredStockLiquidationPreference", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r27" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value (in dollars per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r27" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized (in shares)" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r27" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued (in shares)" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r27" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock outstanding (in shares)" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r27" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 8.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Series A Preferred Stock: $.001 par value, Authorized shares: 100,000; Shares issued and outstanding: 1,200 and 0", "verboseLabel": "Preferred stock" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r11", "r37", "r38" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid expenses and other current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PriorPeriodReclassificationAdjustmentDescription": { "auth_ref": [ "r0" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error.", "label": "Reclassification, Comparability Adjustment [Policy Text Block]", "terseLabel": "Reclassifications" } } }, "localname": "PriorPeriodReclassificationAdjustmentDescription", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r97" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Proceeds from issuance of long-term debt, net of issuance costs" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPrivatePlacement": { "auth_ref": [ "r96" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.", "label": "Proceeds from Issuance of Private Placement", "terseLabel": "Proceeds from issuance of private placement" } } }, "localname": "ProceedsFromIssuanceOfPrivatePlacement", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfRedeemablePreferredStock": { "auth_ref": [ "r96" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of preferred stock that is classified as callable.", "label": "Proceeds from Issuance of Redeemable Preferred Stock", "terseLabel": "Net proceeds from issuance of preferred stock and warrants" } } }, "localname": "ProceedsFromIssuanceOfRedeemablePreferredStock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOrSaleOfEquity": { "auth_ref": [ "r96" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.", "label": "Proceeds from Issuance or Sale of Equity", "terseLabel": "Proceeds from exercise of equity awards and employee stock purchase plan" } } }, "localname": "ProceedsFromIssuanceOrSaleOfEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r97", "r127" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "terseLabel": "Revolving credit facility borrowings" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromPaymentsForOtherFinancingActivities": { "auth_ref": [ "r98", "r101", "r132" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities classified as other.", "label": "Proceeds from (Payments for) Other Financing Activities", "terseLabel": "Other, net" } } }, "localname": "ProceedsFromPaymentsForOtherFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleMaturityAndCollectionsOfInvestments": { "auth_ref": [ "r92" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the sale, maturity and collection of all investments such as debt, security and so forth during the period.", "label": "Proceeds from Sale, Maturity and Collection of Investments", "terseLabel": "Sales and maturities of investments" } } }, "localname": "ProceedsFromSaleMaturityAndCollectionsOfInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r96", "r438" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from exercise of option under share-based payment arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Cash received from stock-based award exercises" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r6", "r66", "r69", "r104", "r122", "r148", "r160", "r161", "r206", "r212", "r216", "r219", "r222", "r251", "r518", "r526", "r528", "r535", "r536", "r567", "r687" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 }, "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Net income (loss)", "totalLabel": "Net income (loss)" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]", "terseLabel": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r42", "r301" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Property, Plant and Equipment, Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r306", "r744", "r745", "r746" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r41", "r299" ], "calculation": { "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Total property and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails", "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r18", "r19", "r301", "r705" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r40", "r118", "r301", "r744", "r745" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r18", "r301" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Components of Property and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r18", "r299" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "verboseLabel": "Property and equipment, estimated useful lives" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r83", "r260" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.", "label": "Accounts Receivable, Credit Loss Expense (Reversal)", "terseLabel": "Incremental allowance for expected uncollectible amounts" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligation": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Minimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier.", "label": "Purchase Obligation", "totalLabel": "Total" } } }, "localname": "PurchaseObligation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueAfterFifthYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 4.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid after fifth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, after Year Five", "terseLabel": "More\u00a0than 5\u00a0 years" } } }, "localname": "PurchaseObligationDueAfterFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInFourthAndFifthYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 3.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in fourth and fifth fiscal years following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Four and Five", "terseLabel": "3\u00a0to\u00a05 years" } } }, "localname": "PurchaseObligationDueInFourthAndFifthYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 1.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in next fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year One", "terseLabel": "Less\u00a0than 1\u00a0 year" } } }, "localname": "PurchaseObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInSecondAndThirdYear": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails": { "order": 2.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in second and third fiscal years following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year Two and Three", "terseLabel": "1\u00a0to\u00a03 years" } } }, "localname": "PurchaseObligationDueInSecondAndThirdYear", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationFiscalYearMaturityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Purchase Obligation, Fiscal Year Maturity [Abstract]", "terseLabel": "Purchase obligations" } } }, "localname": "PurchaseObligationFiscalYearMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_QuarterlyFinancialInformationDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Quarterly Financial Information Disclosure [Abstract]", "terseLabel": "Quarterly Financial Information Disclosure [Abstract]" } } }, "localname": "QuarterlyFinancialInformationDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_QuarterlyFinancialInformationTextBlock": { "auth_ref": [ "r181" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information.", "label": "Quarterly Financial Information [Text Block]", "terseLabel": "Quarterly Financial Information (Unaudited)" } } }, "localname": "QuarterlyFinancialInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/QuarterlyFinancialInformationUnaudited" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReconciliationOfAssetsFromSegmentToConsolidatedTable": { "auth_ref": [ "r213", "r216" ], "lang": { "en-us": { "role": { "documentation": "Identification, description, and amounts of all significant reconciling items in the reconciliation of total assets from reportable segments to the entity's consolidated assets.", "label": "Reconciliation of Assets from Segment to Consolidated [Table]", "terseLabel": "Reconciliation of Assets from Segment to Consolidated [Table]" } } }, "localname": "ReconciliationOfAssetsFromSegmentToConsolidatedTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReconciliationOfRevenueFromSegmentsToConsolidatedTable": { "auth_ref": [ "r211", "r216" ], "lang": { "en-us": { "role": { "documentation": "Identification, description, and amounts of all significant reconciling items in the reconciliation of total revenues from reportable segments to the entity's consolidated revenues.", "label": "Reconciliation of Revenue from Segments to Consolidated [Table]", "terseLabel": "Reconciliation of Revenue from Segments to Consolidated [Table]" } } }, "localname": "ReconciliationOfRevenueFromSegmentsToConsolidatedTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RedeemableNoncontrollingInterestEquityCarryingAmount": { "auth_ref": [ "r343", "r344", "r345", "r346" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "As of the reporting date, the aggregate carrying amount of all noncontrolling interests which are redeemable by the (parent) entity (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the (parent) entity. This item includes noncontrolling interest holder's ownership (or holders' ownership) regardless of the type of equity interest (common, preferred, other) including all potential organizational (legal) forms of the investee entity.", "label": "Redeemable Noncontrolling Interest, Equity, Carrying Amount", "terseLabel": "Redeemable non-controlling interests" } } }, "localname": "RedeemableNoncontrollingInterestEquityCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyCosts": { "auth_ref": [ "r86", "r130" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.", "label": "Related Party Costs", "terseLabel": "Related party costs" } } }, "localname": "RelatedPartyCosts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r395", "r605", "r606" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]", "terseLabel": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r395", "r605", "r609", "r652", "r653", "r654", "r655", "r656", "r657", "r658", "r659", "r660", "r661", "r662", "r663" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r603", "r604", "r606", "r610", "r611" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLongTermLinesOfCredit": { "auth_ref": [ "r100" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for the settlement of obligation drawn from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with maturities due beyond one year or the operating cycle, if longer.", "label": "Repayments of Long-term Lines of Credit", "negatedTerseLabel": "Revolving credit facility repayments", "terseLabel": "Revolving credit facility repayments" } } }, "localname": "RepaymentsOfLongTermLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfSeniorDebt": { "auth_ref": [ "r100" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a long-term debt where the holder has highest claim on the entity's asset in case of bankruptcy or liquidation during the period.", "label": "Repayments of Senior Debt", "negatedTerseLabel": "Payment of long-term debt" } } }, "localname": "RepaymentsOfSeniorDebt", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalents": { "auth_ref": [ "r16", "r111", "r117", "r665", "r701" ], "calculation": { "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents", "terseLabel": "Restricted cash and cash equivalents" } } }, "localname": "RestrictedCashAndCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesReconciliationofcashcashequivalentsandrestrictedcashDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r9", "r16", "r111", "r117" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Restricted Cash and Cash Equivalents, Current", "terseLabel": "Restricted cash and cash equivalents" } } }, "localname": "RestrictedCashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "RSUs" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Restructuring and Related Activities [Abstract]", "terseLabel": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_RestructuringAndRelatedActivitiesDisclosureTextBlock": { "auth_ref": [ "r320" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.", "label": "Restructuring and Related Activities Disclosure [Text Block]", "terseLabel": "Restructuring and Related Reorganization Charges" } } }, "localname": "RestructuringAndRelatedActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationCharges" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestructuringAndRelatedCostExpectedCost1": { "auth_ref": [ "r308", "r310", "r317", "r319" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount expected to be recognized in earnings for the specified restructuring cost.", "label": "Restructuring and Related Cost, Expected Cost", "terseLabel": "Restructuring and related cost, expected cost" } } }, "localname": "RestructuringAndRelatedCostExpectedCost1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCharges": { "auth_ref": [ "r109", "r307", "r313", "r318" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 9.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 }, "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 5.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.", "label": "Restructuring Charges", "negatedTerseLabel": "Restructuring and related reorganization charges", "terseLabel": "Restructuring and related reorganization changes", "verboseLabel": "Charges" } } }, "localname": "RestructuringCharges", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesAdditionalInformationDetails", "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCostAndReserveAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of restructuring cost.", "label": "Restructuring Type [Axis]", "terseLabel": "Restructuring Type [Axis]" } } }, "localname": "RestructuringCostAndReserveAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostAndReserveLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Restructuring Cost and Reserve [Line Items]", "terseLabel": "Restructuring Cost and Reserve [Line Items]" } } }, "localname": "RestructuringCostAndReserveLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringReserve": { "auth_ref": [ "r309", "r315" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount (including both current and noncurrent portions of the accrual) as of the balance sheet date pertaining to a specified type of cost associated with exit from or disposal of business activities or restructuring pursuant to a duly authorized plan.", "label": "Restructuring Reserve", "periodEndLabel": "Accrued liability as of December 31, 2020", "periodStartLabel": "Accrued liability as of January 1, 2020" } } }, "localname": "RestructuringReserve", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringReserveRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Restructuring Reserve [Roll Forward]", "terseLabel": "Restructuring Reserve [Roll Forward]" } } }, "localname": "RestructuringReserveRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringReserveTranslationAndOtherAdjustment": { "auth_ref": [ "r309", "r314" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the restructuring reserve related to foreign currency translation (gain) loss and other increases (decreases).", "label": "Restructuring Reserve, Translation and Other Adjustment", "terseLabel": "Non-cash items" } } }, "localname": "RestructuringReserveTranslationAndOtherAdjustment", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r31", "r357", "r446", "r703", "r729", "r734" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings (deficit)" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r143", "r144", "r146", "r149", "r158", "r161", "r255", "r443", "r444", "r445", "r490", "r491", "r725", "r727" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained earnings (deficit)" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r197", "r198", "r211", "r217", "r218", "r224", "r225", "r228", "r374", "r375", "r646" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 7.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedScheduleofQuarterlyFinancialInformationDetails", "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r119", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r383" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "verboseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r596", "r601" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Right-of-use assets obtained in exchange for lease obligations" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LeasesSupplementalCashFlowInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Sale of Stock, Number of Shares Issued in Transaction", "terseLabel": "Sale of stock, number of shares issued in transaction (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SalesChannelThroughIntermediaryMember": { "auth_ref": [ "r382" ], "lang": { "en-us": { "role": { "documentation": "Contract with customer in which good or service is transferred through intermediary.", "label": "Sales Channel, Through Intermediary [Member]", "terseLabel": "Sales Channel, Through Intermediary" } } }, "localname": "SalesChannelThroughIntermediaryMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r507", "r508" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresAdditionalInformationDetails", "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresSummaryofFairValueofAssetsAcquiredandLiabilitiesAssumedinConjunctionwithAcquisitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfCashAndCashEquivalentsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of cash and cash equivalents.", "label": "Schedule of Cash and Cash Equivalents [Table Text Block]", "terseLabel": "Schedule of Cash and Cash Equivalents" } } }, "localname": "ScheduleOfCashAndCashEquivalentsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r487" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Components of Income Tax Expense" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r49", "r126", "r351", "r354", "r355", "r356", "r585", "r586", "r588", "r691" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "terseLabel": "Long Term Debt Outstanding" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r479" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Components of Deferred Tax Assets and Deferred Tax Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r172" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Basic and Diluted Earnings (Loss) Per Share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EarningsPerShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r461" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Statutory Federal Income Tax Rate to Income from Continuing Operations before Income Taxes" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": { "auth_ref": [ "r404", "r433", "r448" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about amount recognized for award under share-based payment arrangement. Includes, but is not limited to, amount expensed in statement of income or comprehensive income, amount capitalized in statement of financial position, and corresponding reporting line item in financial statements.", "label": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table]" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEntityWideDisclosureOnGeographicAreasLongLivedAssetsInIndividualForeignCountriesByCountryTextBlock": { "auth_ref": [ "r226" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the names of foreign countries in which material long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets are located, and amount of such long-lived assets located in that country or foreign geographic area.", "label": "Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block]", "terseLabel": "Schedule of Property and Equipment by Geographic Area" } } }, "localname": "ScheduleOfEntityWideDisclosureOnGeographicAreasLongLivedAssetsInIndividualForeignCountriesByCountryTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock": { "auth_ref": [ "r224" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of entity-wide revenues from external customers for each product or service or each group of similar products or services if the information is not provided as part of the reportable operating segment information.", "label": "Revenue from External Customers by Products and Services [Table Text Block]", "terseLabel": "Schedule of Revenue by Services" } } }, "localname": "ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentsTextBlock": { "auth_ref": [ "r159", "r160", "r161" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of prior period adjustments to previously issued financial statements including (1) the effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented (2) the cumulative effect of the change on retained earnings or other appropriate components of equity or net assets in the statement of financial position, as of the beginning of the earliest period presented, and (3) the effect of the prior period adjustments (both gross and net of applicable income tax) on the net income of each prior period presented in the entity's annual report for the year in which the adjustments are made.", "label": "Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]", "terseLabel": "Schedule of Adjustments" } } }, "localname": "ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r553", "r554" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Financial Assets and Liabilities Measured at Fair Value on Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r282", "r288", "r647" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetComponentsofIntangibleAssetswithDefiniteLivesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r282", "r288" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Components of Intangible Assets with Definite Lives" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTable": { "auth_ref": [ "r277", "r279" ], "lang": { "en-us": { "role": { "documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.", "label": "Schedule of Goodwill [Table]", "terseLabel": "Schedule of Goodwill [Table]" } } }, "localname": "ScheduleOfGoodwillTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r277", "r279" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Changes in Goodwill by Reportable Segment" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r128" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Domestic and Foreign Income (Loss) Before Income Taxes" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock": { "auth_ref": [ "r277" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class.", "label": "Schedule of Intangible Assets and Goodwill [Table Text Block]", "terseLabel": "Schedule of Goodwill and Intangible Assets" } } }, "localname": "ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of non-operating income or non-operating expense that may include amounts earned from dividends, interest on securities, gains (losses) on securities sold, equity earnings of unconsolidated affiliates, net gain (loss) on sales of business, interest expense and other miscellaneous income or expense items.", "label": "Schedule of Other Nonoperating Income (Expense) [Table Text Block]", "terseLabel": "Components of Other Income (Expense)" } } }, "localname": "ScheduleOfOtherNonoperatingIncomeExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/OtherIncomeExpenseTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r42", "r301" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetAdditionalInformationDetails", "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfQuarterlyFinancialInformationTableTextBlock": { "auth_ref": [ "r180" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data.", "label": "Quarterly Financial Information [Table Text Block]", "terseLabel": "Schedule Of Quarterly Financial Information" } } }, "localname": "ScheduleOfQuarterlyFinancialInformationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/QuarterlyFinancialInformationUnauditedTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock": { "auth_ref": [ "r511" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree.", "label": "Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]", "terseLabel": "Schedule of Purchase Price Allocation" } } }, "localname": "ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/AcquisitionsOtherInvestmentsandDivestituresTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r124", "r607", "r609" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestrictedCashAndCashEquivalentsTextBlock": { "auth_ref": [ "r16", "r117", "r665", "r701" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cash and cash equivalents restricted as to withdrawal or usage.", "label": "Restrictions on Cash and Cash Equivalents [Table Text Block]", "terseLabel": "Schedule of Restrictions on Cash and Cash Equivalents" } } }, "localname": "ScheduleOfRestrictedCashAndCashEquivalentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTable": { "auth_ref": [ "r311", "r312", "r316" ], "lang": { "en-us": { "role": { "documentation": "Table presenting the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and the amount of and periodic changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost by type of restructuring.", "label": "Schedule of Restructuring and Related Costs [Table]", "terseLabel": "Schedule of Restructuring and Related Costs [Table]" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRevenueFromExternalCustomersAttributedToForeignCountriesByGeographicAreaTextBlock": { "auth_ref": [ "r84", "r225" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the names of foreign countries from which revenue is material and the amount of revenue from external customers attributed to those countries. An entity may also provide subtotals of geographic information about groups of countries.", "label": "Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]", "terseLabel": "Schedule of Revenue by Geographic Area" } } }, "localname": "ScheduleOfRevenueFromExternalCustomersAttributedToForeignCountriesByGeographicAreaTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r206", "r209", "r215", "r277" ], "lang": { "en-us": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r206", "r209", "r215", "r277" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Operating Segment Information" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r405", "r437" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r410", "r422", "r425" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Summary of Stock Option Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r427" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Weighted Average Assumptions of Black-Scholes and Monte Carlo Option-Pricing Models" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of the number and weighted-average grant date fair value for restricted stock and restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock and restricted stock units that were granted, vested, or forfeited during the year.", "label": "Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]", "terseLabel": "Summary of Restricted Stock Units Activity" } } }, "localname": "ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r52", "r120", "r183", "r184", "r342", "r348", "r349", "r351", "r352", "r353", "r354", "r355", "r356", "r357" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfTreasuryStockByClassTextBlock": { "auth_ref": [ "r359", "r360", "r361", "r362" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of treasury stock, including, but not limited to, average cost per share, description of share repurchase program, shares repurchased, shares held for each class of treasury stock.", "label": "Class of Treasury Stock [Table Text Block]", "terseLabel": "Share Repurchases" } } }, "localname": "ScheduleOfTreasuryStockByClassTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": { "auth_ref": [ "r288" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.", "label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]", "terseLabel": "Estimated Future Amortization Expense Related to Intangible Assets" } } }, "localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [ "r194", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r204", "r205", "r206", "r207", "r208", "r211", "r212", "r213", "r214", "r216", "r217", "r218", "r219", "r220", "r222", "r228", "r717" ], "lang": { "en-us": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Segment Reporting [Abstract]", "terseLabel": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingAssetReconcilingItemLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting, Asset Reconciling Item [Line Items]", "terseLabel": "Segment Reporting, Asset Reconciling Item [Line Items]" } } }, "localname": "SegmentReportingAssetReconcilingItemLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofPropertyPlantandEquipmentbyGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r194", "r195", "r196", "r206", "r210", "r216", "r220", "r221", "r222", "r223", "r224", "r227", "r228", "r229" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Segment Information" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingRevenueReconcilingItemLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting, Revenue Reconciling Item [Line Items]", "terseLabel": "Segment Reporting, Revenue Reconciling Item [Line Items]" } } }, "localname": "SegmentReportingRevenueReconcilingItemLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SegmentInformationRevenuebyServicesandGeographicAreaDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 10.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Selling and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/SignificantAccountingPoliciesReclassificationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingAndMarketingExpenseMember": { "auth_ref": [ "r82" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling and marketing expense.", "label": "Selling and Marketing Expense [Member]", "terseLabel": "Selling and marketing" } } }, "localname": "SellingAndMarketingExpenseMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_SeniorNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bond that takes priority over other debt securities sold by the issuer. In the event the issuer goes bankrupt, senior debt holders receive priority for (must receive) repayment prior to (relative to) junior and unsecured (general) creditors.", "label": "Senior Notes [Member]", "terseLabel": "Senior notes" } } }, "localname": "SeniorNotesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesAPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series A preferred stock or outstanding series A preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series A Preferred Stock [Member]", "terseLabel": "Series A Preferred Stock" } } }, "localname": "SeriesAPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r108" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "negatedLabel": "Stock-based compensation", "terseLabel": "Amortization of stock-based compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r406" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r416" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedLabel": "Cancelled (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r421" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Cancelled (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r419" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r419" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r418" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Ending balance (in shares)", "periodStartLabel": "Beginning balance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "RSUs" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r418" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Ending balance (in dollars per share)", "periodStartLabel": "Beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r420" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue": { "auth_ref": [ "r424" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of share-based awards for which the grantee gained the right by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value", "terseLabel": "Market value of shares vested in period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodTotalFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r420" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r430" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r429" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Expected volatility" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r431" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumEmployeeSubscriptionRate": { "auth_ref": [ "r437" ], "lang": { "en-us": { "role": { "documentation": "The highest percentage of annual salary that an employee is permitted to utilize with respect to the plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate", "terseLabel": "Eligible employees contribution of base compensation" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardMaximumEmployeeSubscriptionRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r407" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized", "terseLabel": "Common stock reserved for new stock-based awards, shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r413" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Exercisable as of December 31, 2019 (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r413" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Exercisable as of December 31, 2019 (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r424" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Total intrinsic value of stock options exercised, value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod": { "auth_ref": [ "r417" ], "lang": { "en-us": { "role": { "documentation": "For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period", "negatedLabel": "Cancelled (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [ "r417" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price of options that were either forfeited or expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price", "terseLabel": "Cancelled (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "Net number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r423" ], "lang": { "en-us": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted-average estimated fair value of options granted during the year (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r437" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Aggregate intrinsic value, Balance as of December 31, 2019" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r412", "r437" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Ending balance (in shares)", "periodStartLabel": "Beginning balance (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Options" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r411" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Ending balance (in dollars per share)", "periodStartLabel": "Beginning balance (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted\u00a0Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue": { "auth_ref": [ "r425" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which current fair value of underlying stock exceeds exercise price of fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value", "terseLabel": "Aggregate intrinsic value, Vested and expected to vest after December 31, 2019" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingAggregateIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Number of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number", "terseLabel": "Vested and expected to vest after December 31, 2019 (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average exercise price, at which grantee can acquire shares reserved for issuance, for fully vested and expected to vest options outstanding. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price", "terseLabel": "Vested and expected to vest after December 31, 2019 (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardPerShareWeightedAveragePriceOfSharesPurchased": { "auth_ref": [ "r403", "r437" ], "lang": { "en-us": { "role": { "documentation": "Per share weighted-average price paid for shares purchased on open market for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased", "terseLabel": "Employee stock ownership plan, average purchase price of shares purchased" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPerShareWeightedAveragePriceOfSharesPurchased", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r403", "r408" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "verboseLabel": "Exercised (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche One [Member]", "terseLabel": "Share-based Payment Arrangement, Tranche One" } } }, "localname": "ShareBasedCompensationAwardTrancheOneMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche Two [Member]", "terseLabel": "Share-based Payment Arrangement, Tranche Two" } } }, "localname": "ShareBasedCompensationAwardTrancheTwoMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r118", "r405", "r409" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price", "terseLabel": "Stock price, as of year end (in dollars per share)" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": { "auth_ref": [ "r406" ], "lang": { "en-us": { "role": { "documentation": "Percentage of vesting of award under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage", "terseLabel": "Vesting percentage" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r428", "r447" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected life (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsWeightedAverageAssumptionsofBlackScholesandMonteCarloOptionPricingModelsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r437" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value", "terseLabel": "Aggregate intrinsic value, Exercisable as of December 31, 2019" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r437" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Remaining Contractual Life (In years), Exercisable as of December 31, 2019" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted\u00a0Average Grant-Date Fair Value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValueAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofRestrictedStockUnitsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Remaining Contractual Life (In years), Balance as of December 31, 2019" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Remaining Contractual Life (In years), Vested and expected to vest after December 31, 2019" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchase price of common stock expressed as a percentage of its fair value.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent", "terseLabel": "Common stock purchase price as percentage of fair market value" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharesIssued": { "auth_ref": [ "r350" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.", "label": "Shares, Issued", "periodEndLabel": "Ending Balance, shares issued (in shares)", "periodStartLabel": "Beginning Balance, shares issued (in shares)" } } }, "localname": "SharesIssued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "terseLabel": "Shares, outstanding" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermInvestments": { "auth_ref": [ "r21", "r673", "r674", "r697" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investments including trading securities, available-for-sale securities, held-to-maturity securities, and short-term investments classified as other and current.", "label": "Short-term Investments", "terseLabel": "Short-term investments" } } }, "localname": "ShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r142" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SoftwareDevelopmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Internally developed software for sale, licensing or long-term internal use.", "label": "Software Development [Member]", "terseLabel": "Software Development", "verboseLabel": "Capitalized software development" } } }, "localname": "SoftwareDevelopmentMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/PropertyandEquipmentNetComponentsofPropertyandEquipmentNetDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StandbyLettersOfCreditMember": { "auth_ref": [ "r332", "r336", "r515", "r736" ], "lang": { "en-us": { "role": { "documentation": "An irrevocable undertaking (typically by a financial institution) to guarantee payment of a specified financial obligation.", "label": "Standby Letters of Credit [Member]", "terseLabel": "Letters of Credit" } } }, "localname": "StandbyLettersOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CommitmentsandContingenciesScheduleofCommitmentsandObligationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r3", "r194", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r204", "r205", "r206", "r207", "r208", "r211", "r212", "r213", "r214", "r216", "r217", "r218", "r219", "r220", "r222", "r228", "r277", "r304", "r310", "r319", "r717" ], "lang": { "en-us": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetAdditionalInformationDetails", "http://www.expediainc.com/role/GoodwillandIntangibleAssetsNetChangesinGoodwillbyReportableSegmentDetails", "http://www.expediainc.com/role/SegmentInformationScheduleofSegmentInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r26", "r27", "r28", "r120", "r122", "r165", "r166", "r167", "r170", "r172", "r183", "r184", "r185", "r251", "r350", "r567" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/CoverPage", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r55", "r143", "r144", "r146", "r149", "r158", "r161", "r182", "r255", "r350", "r357", "r443", "r444", "r445", "r490", "r491", "r576", "r577", "r578", "r579", "r580", "r582", "r725", "r726", "r727" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]", "terseLabel": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]", "terseLabel": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r143", "r144", "r146", "r182", "r646" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONSParenthetical", "http://www.expediainc.com/role/LeasesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r27", "r28", "r357" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "verboseLabel": "Issuance of common stock in connection with acquisitions (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans": { "auth_ref": [ "r27", "r28", "r350", "r357" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of an employee stock purchase plan.", "label": "Stock Issued During Period, Shares, Employee Stock Purchase Plans", "terseLabel": "Employee stock purchase plan, shares purchased" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r27", "r28", "r350", "r357" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Liberty Expedia Holdings transaction, shares issued (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/RelatedPartyTransactionsAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesOther": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued attributable to transactions classified as other.", "label": "Stock Issued During Period, Shares, Other", "terseLabel": "Other (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesOther", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesPeriodIncreaseDecrease": { "auth_ref": [ "r350" ], "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the period in the number of shares issued.", "label": "Stock Issued During Period, Shares, Period Increase (Decrease)", "terseLabel": "Stock issued during period, period increase (decrease)" } } }, "localname": "StockIssuedDuringPeriodSharesPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r27", "r28", "r350", "r357", "r415" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Exercised (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsSummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesTreasuryStockReissued": { "auth_ref": [ "r28", "r350", "r357" ], "lang": { "en-us": { "role": { "documentation": "Number of treasury shares or units reissued. Excludes reissuance of shares or units in treasury for award under share-based payment arrangement.", "label": "Stock Issued During Period, Shares, Treasury Stock Reissued", "negatedLabel": "Proceeds from issuance of treasury stock (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesTreasuryStockReissued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r55", "r350", "r357" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Issuance of common stock in connection with acquisitions" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r27", "r28", "r350", "r357" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "verboseLabel": "Liberty Expedia Holdings transaction, shares issued" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueTreasuryStockReissued": { "auth_ref": [ "r27", "r28", "r350", "r357", "r359" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of treasury shares or units reissued. Excludes reissuance of shares or units in treasury for award under share-based payment arrangement.", "label": "Stock Issued During Period, Value, Treasury Stock Reissued", "terseLabel": "Proceeds from issuance of treasury stock" } } }, "localname": "StockIssuedDuringPeriodValueTreasuryStockReissued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchaseProgramNumberOfSharesAuthorizedToBeRepurchased": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares authorized to be repurchased by an entity's Board of Directors under a stock repurchase plan.", "label": "Stock Repurchase Program, Number of Shares Authorized to be Repurchased", "terseLabel": "Authorized share repurchase (in shares)" } } }, "localname": "StockRepurchaseProgramNumberOfSharesAuthorizedToBeRepurchased", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockRepurchaseProgramRemainingNumberOfSharesAuthorizedToBeRepurchased": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The remaining number of shares authorized to be repurchased by an entity's Board of Directors under a stock repurchase plan.", "label": "Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased", "terseLabel": "Shares authorized and remaining under the repurchase program (in shares)" } } }, "localname": "StockRepurchaseProgramRemainingNumberOfSharesAuthorizedToBeRepurchased", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r28", "r33", "r34", "r122", "r239", "r251", "r567" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "totalLabel": "Total Expedia Group, Inc. stockholders\u2019 equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r122", "r143", "r144", "r146", "r149", "r158", "r251", "r255", "r357", "r443", "r444", "r445", "r490", "r491", "r516", "r517", "r534", "r567", "r576", "r577", "r582", "r726", "r727" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance", "totalLabel": "Total stockholders\u2019 equity" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]", "terseLabel": "Stockholders\u2019 equity:" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r121", "r357", "r363" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "Capital Stock" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStock" ], "xbrltype": "textBlockItemType" }, "us-gaap_SummaryOfIncomeTaxContingenciesTextBlock": { "auth_ref": [ "r464", "r473", "r475" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities and other income tax contingencies. Includes, but is not limited to, interest and penalties, reconciliation of unrecognized tax benefits, unrecognized tax benefits that would affect the effective tax rate, tax years that remain subject to examination by tax jurisdictions, and information about positions for which it is reasonably possible that amounts unrecognized will significantly change within 12 months.", "label": "Summary of Income Tax Contingencies [Table Text Block]", "terseLabel": "Income Tax Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits" } } }, "localname": "SummaryOfIncomeTaxContingenciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "Supplemental cash flow information" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Temporary Equity [Abstract]", "terseLabel": "Mezzanine Equity:" } } }, "localname": "TemporaryEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r233", "r234", "r235", "r236", "r238", "r240" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TradeNamesMember": { "auth_ref": [ "r512" ], "lang": { "en-us": { "role": { "documentation": "Rights acquired through registration of a business name to gain or protect exclusive use thereof.", "label": "Trade Names [Member]", "terseLabel": "Trade Names" } } }, "localname": "TradeNamesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsAdditionalInformationDetails", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r242", "r243", "r612", "r613", "r614", "r615", "r616", "r617", "r618", "r619", "r620", "r621", "r622", "r623", "r624", "r625", "r626", "r627", "r628", "r629", "r630", "r631", "r632", "r633", "r634", "r635", "r636", "r637", "r638", "r639", "r640", "r641" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Fair Value, Option, Eligible Item or Group [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockAcquiredAverageCostPerShare": { "auth_ref": [ "r359" ], "lang": { "en-us": { "role": { "documentation": "Total cost of shares repurchased divided by the total number of shares repurchased.", "label": "Treasury Stock Acquired, Average Cost Per Share", "terseLabel": "Average price per share (in dollars per share)" } } }, "localname": "TreasuryStockAcquiredAverageCostPerShare", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockSharesRepurchasedDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_TreasuryStockMember": { "auth_ref": [ "r54", "r359" ], "lang": { "en-us": { "role": { "documentation": "Shares of an entity that have been repurchased by the entity. This stock has no voting rights and receives no dividends. Note that treasury stock may be recorded at its total cost or separately as par (or stated) value and additional paid in capital. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Treasury Stock [Member]", "terseLabel": "Treasury stock - Common and Class B" } } }, "localname": "TreasuryStockMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockShares": { "auth_ref": [ "r54", "r359" ], "lang": { "en-us": { "role": { "documentation": "Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends.", "label": "Treasury Stock, Shares", "terseLabel": "Treasury stock (in shares)", "verboseLabel": "Treasury stock (in shares)" } } }, "localname": "TreasuryStockShares", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockSharesAcquired": { "auth_ref": [ "r28", "r350", "r357" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and are being held in treasury.", "label": "Treasury Stock, Shares, Acquired", "terseLabel": "Stock repurchases (in shares)", "verboseLabel": "Number of shares repurchased (in shares)" } } }, "localname": "TreasuryStockSharesAcquired", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/CapitalStockSharesRepurchasedDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockValue": { "auth_ref": [ "r54", "r359", "r362" ], "calculation": { "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.", "label": "Treasury Stock, Value", "negatedLabel": "Treasury stock \u2014 Common stock and Class B, at cost, Shares 130,767 and 126,893" } } }, "localname": "TreasuryStockValue", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_TreasuryStockValueAcquiredCostMethod": { "auth_ref": [ "r350", "r357", "r359" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the cost of common and preferred stock that were repurchased during the period. Recorded using the cost method.", "label": "Treasury Stock, Value, Acquired, Cost Method", "negatedLabel": "Stock repurchased, value", "terseLabel": "Share repurchase consideration" } } }, "localname": "TreasuryStockValueAcquiredCostMethod", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERSEQUITY", "http://www.expediainc.com/role/LibertyExpediaHoldingsTransactionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TypeOfRestructuringDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Identification of the types of restructuring costs.", "label": "Type of Restructuring [Domain]", "terseLabel": "Type of Restructuring [Domain]" } } }, "localname": "TypeOfRestructuringDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/RestructuringandRelatedReorganizationChargesSummaryoftheRestructuringandRelatedReorganizationActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_USTreasurySecuritiesMember": { "auth_ref": [ "r388", "r396", "r688" ], "lang": { "en-us": { "role": { "documentation": "This category includes information about debt securities issued by the United States Department of the Treasury and backed by the United States government. Such securities primarily consist of treasury bills (short-term maturities - one year or less), treasury notes (intermediate term maturities - two to ten years), and treasury bonds (long-term maturities - ten to thirty years).", "label": "US Treasury Securities [Member]", "terseLabel": "U.S. treasury securities" } } }, "localname": "USTreasurySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/FairValueMeasurementsFinancialInstrumentsMeasuredatFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UndistributedEarningsOfForeignSubsidiaries": { "auth_ref": [ "r454", "r502", "r692", "r735" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of undistributed earnings of foreign subsidiaries intended to be permanently reinvested outside the country of domicile.", "label": "Undistributed Earnings of Foreign Subsidiaries", "terseLabel": "Undistributed earnings of foreign subsidiaries" } } }, "localname": "UndistributedEarningsOfForeignSubsidiaries", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r455", "r467" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails", "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r468" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedTerseLabel": "Decreases to tax positions related to prior years" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities": { "auth_ref": [ "r470" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from settlements with taxing authorities.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities", "negatedLabel": "Settlements during current year" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued": { "auth_ref": [ "r463" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued", "terseLabel": "Uncertain tax positions, interest and penalties" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense": { "auth_ref": [ "r463" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense", "terseLabel": "Interest and penalties" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r469" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Increases to tax positions related to the current year" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r468" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Increases to tax positions related to prior years" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations": { "auth_ref": [ "r471" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations.", "label": "Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations", "negatedLabel": "Reductions due to lapsed statute of limitations" } } }, "localname": "UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesUncertainTaxPositionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate": { "auth_ref": [ "r472" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.", "label": "Unrecognized Tax Benefits that Would Impact Effective Tax Rate", "terseLabel": "Unrecognized tax benefits that would impact effective tax rate" } } }, "localname": "UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r186", "r187", "r189", "r190", "r191", "r192", "r193" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Accounting Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r479" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Increase (decrease) in NOL valuation allowance" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/IncomeTaxesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesBalance": { "auth_ref": [ "r133", "r139" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount", "periodEndLabel": "Balance of End\u00a0of Period", "periodStartLabel": "Balance at Beginning\u00a0of Period" } } }, "localname": "ValuationAllowancesAndReservesBalance", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense": { "auth_ref": [ "r136" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense", "terseLabel": "Charges\u00a0to Earnings" } } }, "localname": "ValuationAllowancesAndReservesChargedToCostAndExpense", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToOtherAccounts": { "auth_ref": [ "r137" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to accounts other than cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Other Account", "terseLabel": "Charges to Other Accounts" } } }, "localname": "ValuationAllowancesAndReservesChargedToOtherAccounts", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDeductions": { "auth_ref": [ "r138" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction", "negatedLabel": "Deductions" } } }, "localname": "ValuationAllowancesAndReservesDeductions", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDomain": { "auth_ref": [ "r133", "r134", "r135", "r138", "r139" ], "lang": { "en-us": { "role": { "documentation": "Valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]" } } }, "localname": "ValuationAllowancesAndReservesDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowancesAndReservesTypeAxis": { "auth_ref": [ "r133", "r134", "r135", "r138", "r139" ], "lang": { "en-us": { "role": { "documentation": "Information by valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]" } } }, "localname": "ValuationAllowancesAndReservesTypeAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/ValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/DebtAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VestingAxis": { "auth_ref": [ "r437" ], "lang": { "en-us": { "role": { "documentation": "Information by vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Axis]", "terseLabel": "Vesting [Axis]" } } }, "localname": "VestingAxis", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VestingDomain": { "auth_ref": [ "r437" ], "lang": { "en-us": { "role": { "documentation": "Vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Domain]", "terseLabel": "Vesting [Domain]" } } }, "localname": "VestingDomain", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails", "http://www.expediainc.com/role/SignificantAccountingPoliciesAdditionalInformationDetails", "http://www.expediainc.com/role/StockBasedAwardsandOtherEquityInstrumentsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrant" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CapitalStockAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract]", "terseLabel": "Dilutive effect of:" } } }, "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustmentAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r164", "r172" ], "calculation": { "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Diluted (in shares)", "totalLabel": "Diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted Average Number of Shares Outstanding, Diluted [Abstract]", "terseLabel": "Shares used in computing earnings (loss) per share (000's):" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r162", "r172" ], "calculation": { "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted Average Number of Shares Outstanding Reconciliation [Abstract]", "terseLabel": "Weighted average number of shares outstanding (000's):" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2020-01-31", "presentation": [ "http://www.expediainc.com/role/EarningsPerShareBasicandDilutedearningsperShareDetails" ], "xbrltype": "stringItemType" } }, "unitCount": 8 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=d3e1107-107759" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3367-108585" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3000-108585" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3521-108585" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3536-108585" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3044-108585" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4273-108586" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4297-108586" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4304-108586" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4313-108586" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=d3e4332-108586" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121583591&loc=SL98516268-108586" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6801-107765" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6812-107765" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column B))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(1)))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(2)))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column D))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column E))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6935-107765" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(ColumnA))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r142": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21914-107793" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21930-107793" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "27", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e22044-107793" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21711-107793" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=115929471&loc=d3e21728-107793" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(19)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(4)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1377-109256" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1505-109256" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1252-109256" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1278-109256" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e2626-109256" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(12))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=121326447&loc=d3e1337-109256" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e3842-109258" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=120380238&loc=d3e4984-109258" }, "r179": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=121640914&loc=d3e1280-108306" }, "r181": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "270", "URI": "http://asc.fasb.org/topic&trid=2126967" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70191-108054" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6828210&loc=d3e70229-108054" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(j)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8813-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "26", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "34", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599" }, "r229": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4647-111522" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4428-111522" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121593590&loc=d3e4531-111522" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e4975-111524" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=SL6953423-111524" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5212-111524" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5033-111524" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5074-111524" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=121611835&loc=d3e5093-111524" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27405-111563" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=d3e27232-111563" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=121645371&loc=SL120269820-111563" }, "r244": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "320", "URI": "http://asc.fasb.org/topic&trid=2196928" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117539-209714" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=120269885&loc=SL75117546-209714" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599878&loc=SL82895884-210446" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919244-210447" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919249-210447" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919253-210447" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919258-210447" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121599337&loc=SL82919230-210447" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922888-210455" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922895-210455" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121582814&loc=SL82922900-210455" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13777-109266" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275" }, "r295": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226348&loc=d3e2599-110228" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226348&loc=d3e2473-110228" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r306": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4(b)(2))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(1))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "420", "URI": "http://asc.fasb.org/topic&trid=2175745" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=121559207&loc=d3e25336-109308" }, "r323": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14394-108349" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14453-108349" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14472-108349" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349" }, "r331": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12021-110248" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12021-110248" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121555522&loc=d3e12053-110248" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=121596127&loc=d3e12803-110250" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=d3e1835-112601" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109126253&loc=d3e4724-112606" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=120520924&loc=SL6031897-161870" }, "r341": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(12)(c)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(16)(c)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "14", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "15", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "16(c)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=SL6540498-122764" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23309-112656" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23315-112656" }, "r363": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130531-203044" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121556615&loc=SL49130532-203044" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130563-203045" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130564-203045" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130566-203045" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130549-203045" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121604090&loc=SL49130549-203045" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=121551570&loc=SL49130690-203046-203046" }, "r383": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r384": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "610", "URI": "http://asc.fasb.org/topic&trid=49130413" }, "r385": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "710", "URI": "http://asc.fasb.org/topic&trid=2127225" }, "r386": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "712", "URI": "http://asc.fasb.org/topic&trid=2197446" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118255775&loc=d3e1928-114920" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=118257860&loc=d3e4179-114921" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r401": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121326096&loc=d3e4534-113899" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)-(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=SL79508275-113901" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11149-113907" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120383193&loc=d3e11178-113907" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r453": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "720", "URI": "http://asc.fasb.org/topic&trid=2122503" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121573983&loc=d3e28200-109314" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=SL37586934-109318" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32247-109318" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e32280-109318" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31917-109318" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120406818&loc=d3e31931-109318" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32672-109319" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32705-109319" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32857-109319" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330036-122817" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=116825942&loc=d3e330215-122817" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=120385591&loc=d3e38679-109324" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r504": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121600890&loc=d3e2207-128464" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5263-128473" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=121598580&loc=d3e5333-128473" }, "r514": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116873149&loc=d3e923-111674" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4568447-111683" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4568740-111683" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569643-111683" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4613674-111683" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569655-111683" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4616395-111683" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4582445-111684" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=121559654&loc=d3e5710-111685" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686" }, "r537": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579240-113959" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579245-113959" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29,30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5579245-113959" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5580258-113959" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41620-113959" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41638-113959" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5618551-113959" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5618551-113959" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624163-113959" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624171-113959" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624171-113959" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=SL5624177-113959" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=121590274&loc=d3e41675-113959" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19207-110258" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=d3e19279-110258" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=117815213&loc=SL6742756-110258" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260" }, "r564": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "820", "URI": "http://asc.fasb.org/topic&trid=2155941" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13279-108611" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=121572278&loc=d3e13433-108611" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=120253306&loc=d3e28228-110885" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=120253306&loc=d3e28129-110885" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=121605123&loc=d3e30226-110892" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=121605123&loc=d3e30304-110892" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=109240200&loc=d3e30690-110894" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450222&loc=d3e30840-110895" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32022-110900" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r583": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "http://asc.fasb.org/topic&trid=2175825" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=119993939&loc=d3e28555-108399" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918627-209977" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918631-209977" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121603541&loc=SL77918643-209977" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918666-209980" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918673-209980" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918686-209980" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a-c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121609121&loc=SL77918701-209980" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=121568110&loc=SL77918982-209971" }, "r602": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669646-108580" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r611": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e637-108580" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=d3e681-108580" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122625-111746" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669686-108580" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=116651436&loc=d3e122739-111746" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=119991564&loc=SL119991595-234733" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "350", "Subparagraph": "(a)", "Topic": "920", "URI": "http://asc.fasb.org/extlink&oid=120155617&loc=SL120155628-234783" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "350", "Subparagraph": "(b)", "Topic": "920", "URI": "http://asc.fasb.org/extlink&oid=120155617&loc=SL120155628-234783" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "350", "Subparagraph": "(a)", "Topic": "920", "URI": "http://asc.fasb.org/extlink&oid=120155617&loc=SL120155638-234783" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL34724394-108580" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61929-109447" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62059-109447" }, "r656": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62395-109447" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e62479-109447" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=SL6807758-109447" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=68064819&loc=d3e61872-109447" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(4))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r681": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(24))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(25))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.13(h))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Subparagraph": "b.", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=121551529&loc=d3e60009-112784" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120252992&loc=d3e62557-112803" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r690": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "e", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6479915&loc=d3e66715-112838" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=108315417&loc=d3e61044-112788" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(g))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(b)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r7": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/subtopic&trid=2122178" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.5(c))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(20))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(21))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r714": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(3)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121643868&loc=SL117782755-158439" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=121640130&loc=d3e1436-108581" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117783719-158441" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121639165&loc=SL117819544-158441" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=121370832&loc=SL117420844-207641" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6487024&loc=d3e29054-158556" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=66023616&loc=SL35737432-115832" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column B))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column C))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column D))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401592&loc=d3e611379-123010" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491354&loc=d3e6049-115624" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491354&loc=d3e6052-115624" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(2)(a))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r754": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r755": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r756": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r757": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r758": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128487-111756" }, "r759": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(2)(d))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r760": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r761": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r762": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r763": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r764": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r765": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r766": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r767": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "303", "Subparagraph": "(5)" }, "r768": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r769": { "Footnote": "2", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r770": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "29" }, "r771": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "09" }, "r772": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(m)", "Publisher": "SEC", "Section": "4", "Subparagraph": "(1)(iii)", "Subsection": "08" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(22))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r8": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(23))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(5))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.19)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(c),9(a))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=121566466&loc=d3e6676-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3179-108585" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3213-108585" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3255-108585" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=121586364&loc=d3e3291-108585" } }, "version": "2.1" } ZIP 129 0001324424-21-000015-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001324424-21-000015-xbrl.zip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

FCS(EU4PM[VQ1249FX$07*I&;89V9=N\;[YDV@W"\:4)&+!RRXY,?9UD*WR6XX%PG9H9>MVL\>,BW;F#">F?:[1^U5Y+6WS[4 M_S[AQ!ZK*KI9936)[DX"6T*W%*H:M.Q",M3Y+/51U@U)=.@+UZ2NV77(%.5B MR F2(,00PJ4JQ<_QPI1,[U)V[)E4&[X &3;W/I"2N">"XNS%AUS.Z6/:"GQM M3BH4WZ]E3< M([$A?M,:!I[?I2)9"P/13\S5A#=(U0F]I"*/K/:2^M!78(?A)55-MJ.+W4ET M'T=?M;ZEU2E;_,2&F+&]=%KA?,+II96KI;0,5M[XJO@%,\M$^0_G"5!Z@-;; M\L1DNA^I!E,[UA*\R]&RW<&+YXR(M5 #S6G3X@G6M&=+ECV & N@^&FG=:KS M 6O0!UR0 ^ODYA^:GXGW$[>6H2F6:PCDTM&U;^78]RE8Z1,?K;@S6&O "')V*?NX MMQ3L0L[W8]#FJ?Q,0_MC&A%Z4[71S4SD:AXZ_UBBWB)<6,LE3^A,F;+81%VD M$EO4!3"E2E%;.T>!D_%$)3DEQZ;+7,2H9V1]> ZF(263N*F\;JXV>]Q ,0X*BPF$9X%O*:K1TUPL9HNF^H*% M"I0KU658HP\DTCAU4MH%6$6S@B2/P/KF(.7F.C:0+Y3"6;M&G[")RMR)+'KQ MME'B72E*HI"-33N MK,QQ2N/"=*W-?J*F1::Q@\A\!AX*PBG_B'R^^D9UJKE*'GY3VDTB0TNXE0$4 M\"TQ[8:M1;.6J$:7U,N>2Y:5$91F\95,+4*CJI2\:5GAE&42^5AYDT.QQ.(L MZ:(<8A^*JYI_;F*65H%S=1+>76WHV@S"DHBM"% G&\ARV?)4 9,6X.2.< J8 M$W9?X!%=.4?^DV$67/!6V'IO"X( EFYDWN6$ RDKP O&*>:EC&@T-UQ).$UP MU7# GL.V=->K(.'(D&8:'DZ&L-<,Q5"DGE5G8DJXPNCK?-*BC#*9C'>-49>$^7H)S9WR[3!0V"5\+6AH; M*9Q&I9A-B))#?0768+0Q#5'%KV,4#TY PC(K2A&!O?D]VG\5;:447E/O/',X M^*SL#M^H+@H4EB@]Y0&Q@PM0@ MQM0UR@EU#Q,G76 <-W$23W24,-!9&9QE*S%P%NB4_E#.&!D!I4F :(6$L=\$ M\,U!LJ'+!RZOE"L$G70U$$NJ<(L3M0@1BFBES WN1XD35RT=\A*@G,44%,I) M\L6(HI'YM)\/LH@R3H1D0D')J-B'Q>SK) NMIYOB OM0XNX>9R6#J MW$ADM@\W)#+K8Z1G4;:-@O_:F(.DKEIMPZ@3(9@E@4Z?,5@$<"_;[/^:.&:] M/@=OJ<0U18]< ="K'!VM"4'6!TAT2JY54FQZ"(FBF&IH QA8W^:3 +%<+S@> M0L"02 P362TMK83$0YH'%ZJDJ->1#DWVXU"<:4B Q>%M#$6RO@7^24"G3+"/ MK7=$W"A*MGH:,VRSLVIDYOF!"@X2#,FLTVQ=L?4 M;]5X(Z52&GSX$]XO>*^QD/FHP&Q LI^%6$&=ZP(-':O]]/%,AVI]9\*PQ./] M$*842)Q7;@:$*3';=,IA6@?GJHPR5<&J8@*9G; [0)A=H*H>?>H7+H'LV$IF).QB\.\ ZL$%(^*] _($4LT?HO@ MLWTE"9/GI>P6$#26FG "\W00E8EW?O;)4,_F@^F#OLB%)=RG_D8EG!&0E1*!^>7C::(A[-#3 I\--%XU M<$&?T,/T>W4HV+I[,.UK9O(_*KY)TERT8$=?94*O9E\A2:. 4^&QDD>F_0SMHY=L$$2->Z8T!5M!A-UE!$24')()HP%')&@J$_-SNN39B0 M*P*HKLL7*]:67#BE*.)?8:8K)TX1%;V/&G;=J44!43&!3R(J(D0T?7XK3=I9 M@)Z46!EB890K)-C>H!O4Y/;:1?SP]^CKDR1-7F62^(K6] <,Z4_S\!&7C7WE M#Z*#]I'J=<+NT7'_]*A[=-3OA4'0.SQI#X[[)\-N[S\O\ 4'[8/V/O[1[ARV M'U&R]QB,OW\\VN\]\KC8'<;Z6CQ)IN,P+>3[1UX2C!6^=?\B""9//O#*7H%Y M^%SJ!M"C\5PB02^_BB_R#$NEX+1_"KX^XL#$/Q[!>[COQ.%O\_Z+]/)UY\/E M'X=OIN'GEY=__G+Z^=WX_P[__.7-X9^?_SAZ]R*,__C\8?3GB]^B/S^_^OSV MT]G\S\]OQV\^_]_LC]__W7U]^#;^XZ_)E[>=#Y_?=O[HO'MQ.O?\_>C/_XZ\_/YP=O?GD5O_OMY.!M=#H>C%\E[S[_>_9V_/;S MNU\^C-]^&HW>O/B_[MOQG_"NEW_]\==9]\TOY[,_/U\7-I[>?W[SX,OOC\[,Q MS*7[[L6'(?R^^_;3'_#,8/;V\\O.V[/_]+N'IZ?#0.V?''5Z^T=!5^T'!QVU MWSE6?37LJO;12??1ST<'W;__5-[_GVVD>;CDK C3(=.CZ#2N9K3D6;R6])R3 M'Z\1HDY>@1EL% MIK56%0,C+REI@K$22[%E]&Y=1(18@#4NQI\D(IEKL2NC MPVP(">8CS!RWR>T%O8Y>NU%0H=_=P+_+(;*H!7N9[UJ3U$BW<[EG#A^9&@33W-IW M0RKVR@NCPI2)Y,HP4USKE-+2>?)9H1^D<%K_LD7T,A2*"5TJ#-* REDQ:DLR MBV4:UUWX-G_,K"<.+G*[3C!(=(+%3*DOMC""CW4)A%AZF^CG"?8Q]W1IF_[A M%7$\ Q/K_>J4/?HVZ):C,T&VI(^@]1971:5 CZ4IF1R3M!WP!E8+K\(HQ&(JIFEKCNI MRE!]6LBY7A:R'&$Q$NU3&6OHBA)0OW:_"=6%*FG97\C\P6'C\G\[C3_X^/&J MC?%K.;+,UN)TI&/E=)-@6*;RK:PK\=ULY'*1-T:MW'-+%YWLDI&:DZ! MBD% MY?TZ5=.9,X.%X?&KAN\-^! IPCCM4J<66[)7(E"D!(0ZYS2X(R1B$\4MJ_<"1ZQT<1?GF;F8!I9F^)U;CE]]HY1 L P#*F(1 MFL'LIDD,L3G,E;O-"D%)A)ED\Y(A0,X)=]R6IW5;/1%"T*\B:CIO7RJQ,:I: M8VY*#AM;S3-#USP:FW/(]7(S&%'TIR(LK]6W; M+G!7L[; KFWBKDVC2K*QQ)F9&M-$]],E'(+0(#\R\#K_X/ TO3!,V.S>,CF*TD>4!SE$O@AP4/!>U MXB3('!HPQ!N-B)7J_ Y*?2#T#;H0K.V((&LD>UTZSL_6,<.8U\1:8YV+[2)@NF0QNVY'>F=1 N;XT5V^0W]THWY3DE,PNUX=RL MACLA4PD!EJT8:I3AKJQ0]:7%EN0P4[:.]4 MT*]R,#(6H7C+.MC%43:8CJ4* M"5-JL%NE@2)"%93Q:?CB*$^31S'X-:4)<.:=KJ?9Q8ZO1.C,HO,/M("R!*A2 M6B MH 2AEI&&J+OJCLEL,%R6*0V=ZS0W,H@959$&!&++\MLBV3KF=A!T6M0 MPMR3 _]'0.*FIX)6JQA$[.V[3R\YR:8CN3;8#K?SU/OHB.(:K=DWQ?6DIG# M: 5A+'V^O<4>!(ZKDX+OXBRRCN%!C:)KN8-ZG39=74H1^*,F K\=<[G+"/S6 MX]4YT@2/]G.YDM]H#YND8>V>)?X[!:RRJ3*(BF1 R?J,!U$;.R7D4#;/RDW( M0"L%(ROFM#\3("='TB(. KGJ ENCC=B*E"S,H.E<3R&UF3*YF9YOZ"3HV>P) MQFXU$4;>-<3YFK,"IEU@^HT<($&KFE)\[4+SZ*L.]J'JE65-J5MNPXIEQE8A4;"GQ%'DB:4Z8:[@>:=H_;HN@D-N;.2UK'U M)_R% N4-]^.U%/!^4+,@"W?0N?:[DHHY>^ HD$4.(RF.4<1Y>B<7D".D4$_C MB3@]5O#C7QD-!Q'QA4@6CQJ_U\F[E2\-0NJ[K!\5?U6_;M6-NP!LG5(&)2B! M@EA1D.O:^:54A]JR4>XXSOB.IGJ2HN/M T$7Q.7U/^LVBD(UMVJLM; F1;X5 M01#$+&CNLFT!N%-!?: R<(ILQK'.XR#D%.5,??JZ,![ MEKDIT0:5ODI'DDAYS1S@N>G@2\ZE/Z;C*HBQ\@"8)RI3@[\%:*'4BD#FJX&7 M48Q+AI=28_& RLMH+([1V8A580!:-(ZGSG&E.+!3!3P83,=3*EP2 A8I+Y+V MOM(-Q6?A.Q0OEP&T)CP@A@/2X7$J1L&E(V$06D6J]$6NF](FTBUAJ11;#[5H MT.(ETA3FECK/[&VNYJ,43MTIA'Q43 M/53B"^%6OI:6!F]6[R\9505>FJ7UVHPD35^^,_'"Q*O474?=_6BP*"7J-*:" MM_QO5@UPO+=HX@F4.T=%Z?AB:7?TWRD>K@\Z6Z*4DZ2O>K;D<0@JA:=@O\K( M/"3\F7Z,C66YYT8LLH%#=9KC&)=.=" GS\ET/9\B+^6E#C2R:0AE'5*)F)Y MRWN6RD,!:P8W81X7_=O=4*Y$%\ 4=A!K9T4\K_,5BVH1.%LJN"EN&D0UUXYW MG=G'-[D34RPPO"B3 *&">,J<<1)ZG1-ATF32(CF '6D@!,RU!W,24B%;TQ"I9)+"T6HW&)1N:"L3A!TO)9 B=+J.N7\SSTNP),GP!C MO9"$3.?^2@RZM8"Q1)GM,6!CCYRH$A5::&.Y*^N M#"1X=E&QFM77 :6+U;WO;[E]E5C77(6/28=FKBWO/<46=2HI15CGV.^%PN1I MF1#Q(AV][J4OZXB>6.58"19]U%J4R3\@8#+7'_)P6G_.@,45//&,!M3!%# M)%G,9TKBZYI_W@9Y&/S7^X5K&#]2-,'C-K0^9U "/Q+FD-X_O352;&;G)@JZ M!O163DJ-FXKKV;-H%$"CE/!RG "GHWE,IJ '#6)*]L0)(3A.A)U:YLZ2S>&H MODQ@%&HGQW!"6AKF*QWFO'P.%ZC!!]V\0CML3(. Q?$*B]13S<;$$EI7RI:2 M1HIKUT42]PEG/A$#XG9*,;IQTG$JU%/0"Y,+P@HF38WDY9*N+*:3BB1B<=N3 M:FZ5HE0,20=?S@+74=]D'?8=#$(2OE%NLTQTDJ!@H@:<&5CE'.QZRTCO# +O M<<$^5B^8_/IK2:[M&;V $K$][.]91$-6B>4MMN$BXQS:"9K%:4! [2!!<>*; MIA,EZOO4"49P6+"5DB< ?HQ I?-BL U2 M=R1XCYW'C$6F4Q)U>57E8L3@MCU._,S?T*Q*!U_8TL"ZU]?4CZ,-,YM,$?Y% M6Y9DAB:.,Y*@2E,TZ=4XFHYW,)#YN\T,0;*94SO-2TT3ELI8>ZRDI1BFJH_A MII6,>GW_UF\M(_Q6I)W-:LLE7YXJ('+J;CH62UU:,=*+$-4L(O>[F)U1R30- M=+LM])8(NA,\_M2XU?7%(VOF7GK554: C MS'#A69$4<8&>J4)@!_FETNJ8=8C5-Y?<4H@TUR]ULRGY9 0;)71T2JQC,V/G MRP:/M-O"MF$6,4V1]N.GN=2HE^>)BC_ZE.(I3JY?.%EVC@Z.3C 6UO*\Z-28 M3*/8P8Q ;YB+AA%KWT9NTC,E,D-IEV)['N ]Z796,4D))FV/*W: IHX\XFQ)D<)/EX&8Y=)LLA^V8RUUF.=SY!;2F8\WZ M$J]S'V[6Y;::X1W9U<2TFLBNAK/"M0CD,LZ(6^]B7W9I"35%:KB/CNC]3+SSK$I)DS%1X/3EQE%(UJCJ1V=/'B]"KE[@&"IKE=\R MW#4ZA7)^/ZY-KEDG[B!I!3RKR-&Z^F"Q4A4KHHX3872 9ER>="7KM12K$<^! M6_YM0F\4/@L("IUN6Z?QK*81V:E::[S.P-U.Y6[-LW6=8WZC*-CF9"':M9K5 MN3P)386GZ4E619OR7@+R+TD%Z>I2X35,QR(45]-JQ7+B-H=EP25J M=4HL6Z!$ !,@E&A)##JF;BO+GAP*7R4*G:_4Z[OBJG4T5.T1"$KN!"KZQ4[& MIL37.9SHQ\<>N@28RE*%$\05PR+FF*]TW7BQNB"=FF>MCZMV- QB??R"0M?- MV9J9DI%/[_6Y(ME]I8L:1=+"J**.ET?I!"<>A!'^J>@$O?-#=G0,J56*V:K MZ1I8<<\SW25*PC*B&M RE"(VXAZ,UMB-ADOXT:Q4?H>>2!7FDDDUME[/]#/K MQ'#KUUKAKM(L<1(3L^:8>,B,BX%5&,(B5I<8,;TTL?"Q-"/6S6F\.!HJ.R%! M#6#N2*H+(2K74*K@XG7K=*L>CZ64D5PTYW#X)A6M+-87_$7N,'SON?)\B0/! M0#;0WI>P!/A@.9'_9;Z1EG>6S-T#.M,Y;G+K&X 0G7<_4 8;M3+SQ:@*N3)* MZ7!.>&4K[YOK6WUJ1]-B%4):KA>CE)7KO$DZCN,O*E*,"GJU;D41*=ONT\Y* M/ ^B,>157:S:)[0LI-/,Y/ +V(0K;IT'2UD;B]U' S>!PW/*VV<0X-<8II\FW,LN5Q^<5@NOWB%3/0;,=$;JYG;EH:ZZF*E M4LO[D;UQSC[Z3\'772S3_EWIL+;$&@II1O: WR.34%[$@'V5P!H3,.&SN2/S\Y+0K\CYJTJ'-4"'@-!]Q8PKN-FE M=MN&NTUV7XD&)1^<.YNH5+#)9,E=M 4]W1JF=_%M<$;&+^O WTO W\Z/'7I5 MJE,&N-D=7"MYY>HH6$E/2!@BA=Y/MT?%IXA1)M8[=3*A,=:5N68Z)A[!FR!?.A%&.42<")FFRIKX(%D#&2D]'YR\!@+FB) M$-2Q79W3&@*/:N6=5E"Y MDX0@:L;RG.?5[O:M._TBUNE$V*ILNCG$("RE.A2S%+0%-4$#5&=\Z:PVVE=2 M3TU>J^O+Q*I1W!V)SA/&$0W%4H8KITS;IA"_HU^^33BCFI-SLZBPJ4@R7V/K MEA8Q5G3J1ZI^+9H\O@R5N>H##B0N3E,-1;_L'OQH1BJ)!Z8%")J"6U+:W*82 M,2J9X 9FKJYHF.PQFTGM4H[/6)EK4$)>5;Q55IY8)[\?^O$[XN+7*#L^H>QX M;5>ZE3)B3:_O;U+N\IH\>WC,P1*@Z!'!TPR<96XVI")JOLMHW!P%X9(=YQYH M&(2RD[OIPB7 U#)GZU()!GDFEY73/2NSA8MPI<8Q-A'B?A'!5[I Y>Q1'+P* M158SY6H&"3M42?ZJT(#FP3V=3W7N4UX^70R=(U:O*"PC.WGB8=T6?]G87OD! =I"#4G8^)]I.,*4,N4N'3+F+3%"QM_:R)VVP-/[TP3 M920,R]N2.V*#@N?ATWZ(L*JR18AYFNG'1U$@::XR)Z7:M+ M/@VJ^$A)H^<^IVEB6S15H;DI;8SG&HBI)VWXI'S!&$;F'0:1F2K7G360P=>D M^KBI/KTFU6<[YG+'J3X;XC>0H .NG-863/4X]^6[L5<$@DJX!*=N.1KYI%8_43+286Q[= M5:4IL2:+U<+2,9LAOQDUP]-MNC-013($?QQ%L:JC-V@IEQ'K0^2)X8 [/KA( M *?XR.2:6>@Y8P)"M36Y8JF7;,P0B$PA1!Q$(UQ M8[&Y:\'-"[1G4.N\X=3DWTI=8K?\\IX)@MT0<>A2WL/5[?AF MDX1LKU_3)5W0+J@#5S:WS3+MG4VN-L)MF-,\.2]ZA>FP!E7V/@I]8FYI&W.7 M P+ MW2WI:(9NM:/.J33- 4EP^E41@"=3G[5X+F<6[0"4U%+YIS"60Z?/1*>8@6U^ M .Y1BIT%+M(BXE0N9\.)@#;8X7:7*:88(=A)]L=$!*.V"/ O.9K)&] ^\&$& M]1=C':"V+\E$.LMJJ +VC* ##;T@?QDX%Z(9EHI?3'6K!OSM9Q!3Y$(F1G#: MER/*\#36/8 4*7'NA%K>!^J$9%M4I'WQ[Q,7AY>"^)$7.N&6&QN+QP0X)E]H MY".AK-S%@:O:Z'7,:/@5F[R2HNEH5[:[DFEF^89JFH',$>:X 0W0U!UZQ1H RO=NQ;O.QZ8>'(47 '<9OO'?K<1_]2 ME,<:X 45/*U,TUQM=J!66VP0D9<$HB**.0V5DCRE;X+Q/*17]932"-&F$P,6 M\-;T@*HJ N(9HYFGC \%T@).T9SVQR:/ZQ0/[#="-$.*XOR(+RI[1+.A?")W M2J#$1H6N\\,[@_LTQ7-=E'R)/C]'$%D$]U)]\T*-)2W*%X?_>^N 7"WC88/M)G 8%S,W2Y,4HYQC-GZW,!9S?1J5S3-$(<#_8BJ->KU>(E@(D:'*7) MGA2WBDF/C,R]7LKN /13)6]#=4+&UWLE)O&V2T$ M:X8"7[PUY&L2/Y)<" 9Q;*;T5>!3,93N;Z=O1WV-"MY?#":C+F/F2\!T9$-$ MGL(FOFC#5>:0SHP[3-_ DL$2C4UB&SPD33JN6FWM4JU?1G25I=M&V.8(L1/I MB:2S1/<85-))@Z 0Q-FVA\X$\<+8B^LQ.4:F68(I5617\84J.E::CHG8^H<5 M_6'G3N,52V M]0C5&CNNEPSW"7L:D*/"9@:(Z0?4P8G\ 9:&3W_]$S,$0+=^FV(KTN%_QUHAX"T8]CP,1BE^]05=>?#0>1)& M )I^,^3LPU"$N6 M'XB-+QK9$]THI:[A&K7+HFLR6#"9XQ2AMN%DNACP.)HX\$_FRXHO6KX;!)DX MV2NY%U'B)(A6PP>R$D9_IDP0;) +HV!PB%VZ=!ALWNIDFN73@)OJFJ O#6-C M/'H,+J"N<0RS1FQ\$#A_XX98\+'0#5Q6O6@@]D?KP5QHT>_-T1_A-RY'7\'A MOZ@43CNRY9SZ-L(?6*3W6X0R(%I^!%*LN@GWXH;4: M!62#6@,:8U_&,F^EQ %=").BE)6NG1/>+C"%YRWIW@FFBQE'C!V)NTM$@C#= MQQ'[P:IM#(423@,$&[IFLQH=]IP+2]_(K-EWBDD""XV!Q1-!Z1#:&>[Z(HL-M7NF:^I0H)RIB5D*-N;LV.@T!J(N,(W@H* M'9!JN>%;]5>VNV6'Y7/0&J/"9N^6DLZ]_47[%CYS9,$M%>UNBPA9-XF65)M_ MEO7432;0BH[,C;-MF@CLQ(62FDOD7/9(@C8L9OB2)%+@)4P<@9_1J7-U:-SV MYR+'7J>Y=P8L%*O+XP>UNZ M#P=[9F//\H[I8.=A2[=2Y63_3,S"*V3-KJJ*P9$V:V"/K M,'J J0;!1U*\2;FRC'IXHY*5"PF>>!\P[2[VO6>=9V*?,\8L(T?RM_IQ[?W$ MK&>$CK15"@YP*;%6P96>QB:7/D>F#8WM>&0RIP,W840G*0K E3TG3W1['NI! MA.]S6A+5MN&V^>Y83::;^U1^J7O]Z-GHGI,T89^RWGSIXN-[GVBQZ8 *]WY/ MBVCH_8+H)W"#8WR9?/G/1RJ8?(H&7ZC2&-XT@Z.(K_+1P/U 'H5<_IU-HUQ] M'$63YV0T\2U"-9\#[S=I"22PR[!+9C,B!GL%4]*P[ZLL^#=)\V1X6F/Y#IV5M)?2_7 M.CM]DV3KBU&4A?N<*:C=.7ILO3/,G"_I7D6SF!AP7S=QD1?" 0.Y/-:5QP1W MC6J8X=OJQ)RB*F6*;R*,#618OE\XC,H;H%&:]29H6/*\Q/!E9SL-AV(DOA3$JE>+@=]%W>$D( MTU1>OU'H]]A!<8P,L5! SOH"I;AQ)J[M\4C+M"W>+C)44&W7+G+E,>/PDGWK M"G1;SC.V&A634X4T<@0"->N(G5/\/,6*F?)KW$Z..I&(0G8$-)RQP+?05"YT M+DDW 16_4#HP89IQN<_J/ATZU50WXQZ:%!P!)]&Z#[^>,8)#C73([-^?6YE1 M4IE8 1HJ'3 DY9%SH$5>L.V)> <\[0%:AK&;$P;3 HZ?:B8])2"@M!+7'1O M@.$)F!>SFA+4 *4%@$/>Y8KY\NK@G__>SW[Z^08_W+Q3@WGKFJ+_>(K <*#?/HE(<.[3CYZ2[(5+7MR/("O$ M37=ZVCKI'J*GKLC@_T,]O#CQ6N3$^ZD(%[\[[+8.>H=+OSYHM9=^=]6PL(4' MW'CZS3/20UOC/Y MZK7U9GIZN[.7Z/?X7JM=RN0+XXCVLCC4O:%J^[2AZBU0]>1[R-Q[>8B]R]S; M#-OM/O7:IT*]DP=XI3DJV3W9T+T?T*,MF9/YX^T0&;O$$@UA5I<"_6#PY8*Z M<.W+' <#I8;#+5CR3;Q3!U>G2)7]5JO<-=>19Q7.:L9HQKC961S2?[;J+%XI M?\HQA^KY6F>9!][6+_:';UJ?NZX,1]V>A1WV_./37OTENR:K>NNL=:US5GE? M]:PVO+8;O-8^./9/C@\;9MNB/;FWS'9ZZA]WCG>;U\P8G?7TAEJ^V[+]V>OU M%LS=V]R73:SQQQM9'0^8*4[N_KQNGB_NU&J_JI;I5M=M$P),DQ(*!^NO5,82+-8T MF+X25,S!#16E!D(:+>B\\WUN_V"+1L)4<6TN8VG8OC65Y'N".'>54*?RU"U/ MT0]QJP8I!HD,%&W(Z*W\#/5GQ\H[BQ0O.?;E%^T>WA$WUAE@UQT"8+=U716R M2C];+FN1^E[*4\#*XA#(ITQ#M.?O?CM_L0]?3;#P!WMYFUX_=M.%8=RF-UW,O&-!$XC2\(+@0[)A; J4FG#-=MR2%8QH':0YLMX,H5-4* M!J$]DGH$C^G^;$1_++& !P@H1XJ.W>)JH5NY7D*?6%U04=YKWT-^T"COTV2: M8[>D<[/?-NAU'81BK MK4DF_%ZU4'>SK)TJA]HD2>Z@(FJ+&?FV*@(VN:/WNBYJLX2]QZ51&R;L5E=' M;?HT[WR!U*9/[1W42&WQ)7=K95*;W-:=J93:8L9H:-/42RWUA^K00G_N"7IB M$]MNQKB/-5.W(X56SH-$]+4[*9?:Z#ION;!@HVL[]$]/[[2,Q:QVZRM9&IZ[ MK=1X_^3@3M/C&YYK>,X_/#G=>9Z[_8*9C6[27K=[1X54&UWFCM92;91FW8V< MW;U#ZZT_*<9I-NH-7UCE;7ZK[/[FS^WFY88Z7S>["1P[MY]G@([F%=;[3W M:;$B:7G0\WZ:+YV#S1@PC86Y\A;U.NOJY,T6W?46G:Z+X-!LT9TK>\>-"Z]A MC5K6:!\\/-9X"/Z[YZ;]X-ZS-)SWIU&,<\=^D3?3\W;7H.DV+J-MWZ%U(\_- M#MWQ#DFK\F:;MGN;CAZHZV:#&88[P1=O?SJ[#5<7'XK3+5>%/KF0.[X M![T;@IHWQZ4Y+@_MN+3]3N>&B?KWYKC46%0[:#CM=9>ZR!^,&;*7[8 M/'?4@^CJ.6TM4N7'" 8-,HT\60$-%1!/WX! :JC1T.L>_[@<4_1:/%'&! WB MV,NYB)7Q*%<#";T>I_4N(-RZ/4*86AO"K=LZ/3A:^O4W8'<=G]YLV.NPNYK) M[M!DXM?N-#+:RP89S;UVOP$9[8$A[#2 8PW@V(X1M@$< M:P#'MA-P;!7=XOY0J\'Q6BF;H\'QVCX[DI$'S:EBC'N#AX7'&7?N%K^H^ M?;LJ74A3RB/JF!YZ8Q5&@2;%=YU0K]5=848UW= Q'KA_2+^ND*\?Y(KC22Z/ M% M1QZ"[_$=ED,],.]C[[!!M=KR+6K[QX=-TX>MWZ1>TYECVS=I+>WNOOB9&M:X MC2Y1]X4[&HRUZE;?&/+D/J5Y?2SW[Z>2E.F>S2/EZK3P[;E-?A@L+M\V=WOR&=2K+3W;_^:8DV[=/6R1$2 MXCP9Q-,07E(L=MSSAEDZ]G1/OB#W9BJ.\7_3*8'')7DPP'2:_3Y!U\U4/X\* ME;>N@Y';/K@^*6.MP^/K6#R^-/$"K]O]T7R-WV0IT"C!L7*8=3!7H>\A%:,@ MCN=>.ASFJL!2], [Q9&<'\J[)BIS!FEY'VH_-Y/HJT0-@'UI?@,@1!;UI_AKF-)O63_UO=DH&HR\$6QKX(W@.7QM_12*4X-C(!X(MZ/6G.9 USWU*]7*XPXQ&25>,9HAO_EO.3U%&%GXXAGG#&VCD M#"O[PQWDI+,HJ^&BDQ/+19D:Q@HH@TEQ7N_P1XT&2=L7#;XH9*0T#HF.\,1Q MA=^''+6[C+2V81EP)F8%(<-O3N9+^GT;*)>@BM;P9 M/HJ&=-($$M,;1U]WD0?K\BYKN!*93W-E"-\ #81T( L**_AAB)=?)S3(+Z ; M3;PW]/?'-)[BV5T!.'0+:00W&:.@"EVT((STA3@(\#N0H[$/'^93D%4#> J^ M@K-+H"->SO B(/.&"G[A\!)*QH'I<29 JUI$$D5KI&*U$YJW%TXSW$21ZE$: M:JF;SA*5 ;M.\(-_3H&1"8<)!GD3S&E''_O.3H.P=S<;Y/SML==<.='^X*DF\Y<64^N\B4YZ!@@)*F+T0B>S^]5!K-EU:N99,YSU$. M],[A-SZQ1F;A;PQ-QFD()(IRI.8PC>-TEC_9!K#?HW;WQT<_KP_VVVNU#[I+ MO_X&2-J3]DV17*]&>6TFVTSV=B;;;K57G.R*@'R["8*V!#EPI\ !"958-:C$ MK@_K&U")=Y^1[R=>: .?W, G[QAA&_CD!CYY.^&3=_^2:W">[TI\[!AC-+1I M<)Y7Q'E^IAU=;]#1U2 ]-V,T2,_?.9ODC41G&ZCG789 /?0[O0;JN>&YNUQ; MSS_N[3[^1<-SN\5S[4Z#7K3EJ;@-U'/#&@W4\\.#6SF[4,E@_L#P5MJ@>:]; M9M?@1-RY>71RTH!Y;/TF'1\TF,];ODE[O:6%=O<74Z-AC09QY=815[9;M;.E M![[4'6#./ /:6K;@!6+H+ZFSWV5D!DN^6";1A?U!S2)I# ^-U?[W'#&K>![G=?N*,>W4_/27YXU"%P MDYHVB!KX@' &G!^*'#RP/PGZ.<+^+/_)0EG6W=.'L%0.;3TB-VUT_GN4V/?BHCHD3)?H6&U>4O7>1P>&N+O*HXYN_!ULS% M&V5J^(]'_Q.%Q^'@>-@[.3E6_:,@[/:'[4'WH#,\'':.#@)U^I_C1S]_(J"9 M=.@]AQ<"_^1__RGXN6XG=P'/1\#(#':;0;C3&#T:D*F,22987,6R7X_20L46 M_\? - 77 !-2*"Y.9RJS0$L6_JH6M+",+HBP?78:00P')B$!X@6#03H>IR'M M?5XSMU41_W80M:FZRP&EMZVUQQJN3G[*&TSX?U'F(F'1!LA#UY-_%XEY50#9 MA>5TT,Q@Z<"[C#Q&Y=15+#LDK .)]TW4:;=;G5NE#HVX.MCB\Y2A.#]47*_7 M@GH]=1;9[FPGR%?WZ'CIUP\#W6G')MOK'>W.9'>*LB?MWDK#/D38B)U"AFA MOAJ0KP> :M. ?#4@7SM&V ;DJP'Y:D"^&I"O!N2K ?G:&&T>0OWOBRA3@P*6 MEZ-[_^:1NGN:I;%+J19^N[N9&Z;UM;VC[J[7Z/=\-QN\5SG>%U$ MDNWCN7N>^[/7.6C2PAK6J#V_1P\Y+^R>UYR_5UF>)HED3*0PM9$*P@=6;=YM MX.ZV?8MZS19M^Q9U3]>]*)HMNFLMK]UK*LT;UO@>P$+WA3ONR&=@"P1VO__-[)S=TUNQ$=5_#P?>=@SO^ MP?&WE7DW'+PM>_DP.;CMG_1NZ'/;"0Z^Y_[2O?9IXTIO6*,>7:%QI=];5_J/ M=>;3#9P'C@ROP=#80:X_[+1NV,)H=5+LY*G8@&?JWC%7^[AU0Y#$AKD:YKJ. MN7JM7L-<=\!%[V^CH8"X,TR:.\R/';T,DY1G" ?#J9 MI!G\<)IY@VE>I&.5>>E$,7I)[B/N13Q%*I4?T;_#5(-"Q2H/X/]=B(:A4O0" M1&X SO^B"F\XC8=1'(^!5A[,,4RS_*DWR%08P82"+(0IIP.5,^:!?:]!Q\ A M?6^8!5.&\(!/LPN%NPOC6'0$6IOOK-\.%09%X'$!!8\0I].PGA@SU<^C E^( MG\91A2RARHLHH7_Q W,?!LZ*($H8W",8X'=![,6P'[%7!%]A+'WP;I<_ZA$2 MO+MY>3US,HD)9XD!*IZEX;P_C6+'02S$F 6%GA+3 7PL/\[_^<=-K'3Z^' MVJ%IR.!]X)]0]1&8"&>N2J,.I\4T4WC!Q(H7GT7Y%R8,XM=$0.@!#?S\W6_G M+_;;IXLV*=S,H=9.SCM5L2-W 0 M=VXC'1PVL"K;OTG==L:%T2;+D/L6'E^\'*/?_@^(8>C(:5 M&U;>IH5W_>/.#>$9=H65[[DK=:][TGC9&]:HO:<:+_N]];(WN"O+0L.GK74C MPPUZ00.-L:*Z=-"Z(=QWPUP-N<)A<5+LXL@B?YB M\CFH(*%P!"5\"#7(?RD&F M1L"R"*@! TT9%@/+54O7>1P>&N+9/$:(BX/\=>3*5XG^!3,*=B:N7BC3 W_\?_9 M>_RJ_XW)9\CV9[7,JMY[,II-L*C/S[E]]:(FV-9$EMRY5 M\7SZ%P!)B?*M;*>J+-FWW/[8][@T&?CSK,ZX[& MMMMM.>/VV.FT&!_^T7_VZS?"NT%4(/@@R$_RUROVZSI.;D"9ZRQ9G:HA GWC M[C2$KT\6I#_E*G>'!'JU!*GW>!!!W1XAF!P $31L.X\!M]([$'GH/FR8P^!Q M[IEL?_@XJ#N/,ME:4;96D^T/=YOL.1:=UZJNW$ $&8B@,\#$,!!!!B*H9H0U M$$$&(LA !!F(( ,19"""#$30(U[(?EF+(&_ @NH,HM%WCI,@:&!;SE7BAHX! MIS(2]Y1K&_3VQ6.HGL2=>);ZA;-'K?"II*@;T=C)0S$%#"=;P/ 9<^+.#!W( M&1R8/6XP39Z,10; J?(LZA[86-FPZ,E\NCV0'T\%_L5(QD[ 7OL")YR*>!AT MH%\4.E!:SH-TU^5!&B"*\P*BL!LM^T!$Y[H 41A1/A=1=@Z]63&B;$2Y2@NW M&[;CG+8HGW@(]<(V\$!&--;?QIKH^LE&UPT\T":+-C0(+E4)7YV><+6:^WI+ M1KB,<.TL7 8>R, #/2 \$-:05PBFY=O:L' .C2/P1>!S\SA"_!3+ _X83AFR-.[*/Z>- 0:44) M0ZX_AU<7A!,2^PA T_/UV9:Z_ _F_!Y2@O6((>T5]T@RKRP1)P_MQ[)XJ!K% 0#: _>C05.. NX3?8A!Q=N#$_8@X M.XE7Y9$]?B,<,B$$U][,#WW0'P2OLSNZAT'SJ"J,@T'S,),U:!X&S<.@>9RD M()]F^;I!\S!H'C4CK$'S,&@>!LW#H'D8- ^#YF'0/![Q_L2@>9Q>I7NGO6]> M0_4JW8W$U4GB>JT#.T<:B3,2=UB'I/Z^E9_5D[@33RJ]<$R^L1&-];O7Y!N? M;+[QES@:<^J!Q0)KS+G6]^K,,#[LGD$GJ#B+'-O L%2=17N?+0R+GMS3ZQB0 M#R,:#X';=BK283 ^?E$8'Q,M(Y)MR8@T%>7G55'>'1X(ZEB7>G(CR.+]_X,5A703YQ,.J%T[?1-R-:)B(^WE%W W"QZ8 O-W<5^Y- MG;P!8=@QYZ5Y('ZMD2TC6_?*UH'0\T:V:H/-\:3X'M5"9?AM8T0X1V9PHS#Q M$;&B0%S0$3$N-^$K$,0&_\'=C(8+.(/]D$S]><,:^X1FT8 ?3N3'IQFL!5RG M!-YRN37.0K? \U"?V ED@Q(=$#<"B,QC3'V8ZWD00*A;W^6[81S4CEDE&(U! M#J/AAQM0-!!;!!CJQ3!(:(T6*P@:*UR]'SVBH099FWXB?K>)DRA:S]L=?>(P M85"?&<(MG\?<]04="/IB%H$1^8_X@4&^J#_D@4&^,),UR!<&^<(@ M7YRD()]FJ;=!OC#(%S4CK$&^,,@7!OG"(%\8Y N#?&&0+Q[Q9D$/61F\BSK7 M@O?;Q^E?8] 'SE;B[ -;H1F),Q)W6$9 _\ ^DA62N!-/L3P.Z%)]DC+.6SI, M N[I)N"6+KNC,9S'4Q9.?+S'9DG"T^3<@"^Z!E6AZBP:'IB]:ECT5"QR!@8^ MIN(LNG < WQA1&.M:+1;YR<:YQ W%J 6WG+"(]-\P /+9^4%]U+B_N;K[7,( MT3P(::J]A0;# Z%,'X(V%0]"FIUQSCMC:._;YMCL#+,SSF)G= ^\\CR!G7'B M@>*+/8Z4IQ(D-I*QDV1TST\RME>X;JZ2_/6OH_CJUXV%9]4IKRQ5SOEA44C9 MO[^.4M8GELZB6N6AZ#9_9V%''UFX**HAI_!]*J<4I:J76<)!UX_3.QB='KCC MH\1/L6[QE@?1?(8]T_6O-*@^TJ>6]=%XG/"TJ.+T6,HLD299>J=IW7M-HA>2 M=CKWK[^H#=8J-?&I@*MOZ,=RG38N2#SSPS5ST(IZ<3@?ONFF.)3'QWX(5+D, M_%L81'L3G_%CI%*"DZ599'&,5%MP%C?O+8"L18WGAWR52(W?HLB[\P-1%_RA MH,5U^<)KZ\9SFH=M6/V])]^O68P%R2B05 #.L'P\"X@FR/@$%*@_!F4*9 KY M1!1*2R%:J@I^\_F?']Y>VL.&=3?UW:DUA>&FS(,A$]AWL!5!@W.4/2%26/H, M/YP$T8@%5AHSV)L@;EZ6I/$"QL"J8S>"K_\'/C%1["EDTW*G(&U ":QV[@^' M^?[2)'YY.VQZW>YWU>M-ZX9SZ]/G;^^$1RJ#&?_UEX%C.Z^L]_"Z]4\6P ;] M';9V%O/2/@FC%(;,MVY(+B<1293K^U@\G\(/Q%M883_&2FQ27UA%+73+1KF1 MO.LXI.-?S2/0:_#"2V(%L.:5JFVDND?M1>DAMXI7V @FEZ6;7UE)$S^2B';L M)6!=[<]I7&0Z3_CE"-3M]TLVALF^9,$=6R3/KLH*"K33$@V7E[]QD>/QHRU2 M*$HP%Y&HO7\)K@^/\2F8$ZO,7*QIS,?__>POOM?WW/ZX-QCT^:C#O.YH;+O= MEC-NCYU.B_'A'_UGOWZCPG?876_@@RCM?[UBOZ[C9$WMQT>"W?C*$0N#)PWK ML^MF,#%W87UC/\B,?"XU"3DB6$#'[OYR&%B W>H^1N'UP#ZT$GQ[E;B9K)GL MXTS6;MH[3O8QJ;8/;G[Z$KAPA3KG&]L)N/_4%NRGH/E=A M:Q^G7-@(W+D*W$5W6&?M=NJY779[<'[970\M&S_G=5:/6I^NKO?(AJML"X$= MO6X1VZ+QL78#() M=F%(TX"K#"8_23(81$O*F<([@3:[8F8P3YRXA/=/]$P;[?U9%/KPRSGS,3W, M8MXM-IP@S/_U8V*W A!+%,C$NL"4&0=/@PO@X27>6--/[%XE2/I7,88KQJHE9SYT\R&^BV% K7)8F0VB\N4T%V0\)$<;K^AR<2?S8/_/&"%.@H M2^!+22*[[,"OXN@6=,)^R!;)%]%HNLMESN?$JDI0]U%]0(_]3+Q MU08.">*4".(?'HDXRV^PF]9D*'\:%H'VRX5_$)&1['4 M*LDTR@(L(P M^YUKWAG,:9Q1(R2AR 4O\)EESL&[(G\Y!-+HGUV_VIV44(7V MX[^ E$$2@>Q-V$1L N78)3/P6K!;%1Q"N"9?7-N/HOZ!ZAC"%*PK?)D(/_,G MN!$*)U';B>7N9LDB ?T-HH8V4GI-ZZ2]\S#"7F2YWV%F>^'I:ZX79;V+%FW2 M\HNIKK3TVN*(;38Q>Q085,TV?19.-'.&EVG MN4>AUJGTUCA0F,^L[4J_N6^C/2,?YR0?O>9Q6M.=GGS4?8R:UM)\"(O4702+ MC?)X&\;9")S5:?:MD4S:TS&3H^70'#X,1^TRT/(Z7&4=U-;C+LP*1Y'N1X[/ M7.3RYS4""N+6 DIY?.:[R_#*$QU&> .DLL@S+-(@57(A_A:FC<4,H^B6GPC, M\K7W[RS!C,AWKS]\>WN-92LW?()KW3W?[]72@DW^7T43O\QDS60?//]OHZDT M:74FK>[\TC-,MIK)5JL984VVFLE6JV:VVBZ^Q>E0Z_A)8#N,\ZB?/(>4I:\\ M97Y@,I3J?'_O=.M_?V\DKE82U[ =V\BSJ=_E%270R+]@ !W_<$46$6 M_9P^KQYS#LTZ/W.1/HY$U]#'J6&D-(W]6S:)#O)SZNNU7]B=.I<^GCAW!OLF M?!L./3&'[.,4(IG2.E-:5YFCE8GD'.;E4*KS,9;]CY %0>02-FT$LT.(:H(\ M3JR+-U$\CQ!G-W<+'G2&O69WARF^FD<)82*_%#T1;ODKO->_;-/;2_0)]\]_:YA3W79XYB":",:ZZ%T3#CN M2<)Q1W-457^?XL]OU!5DJ8ZPAIZJL\%3O8^%Y5*!-DBO%V58_;AWK<")9CP] M((&JK1(NVKW]CCH5S^TS^\3LDSR7]=!^U&:WF-UR9KO%;@S[K3/?+>9" MQ%R(Z)>PYWP=^6.G_VT$H9&\O$1#]K)MT]E.7^ZE^-G3 ML\T1.1PO+/F_#Z$;9!XVR)QA0\P8N]D6T$@"Q(B E%Y'WF*4^0$NJ^E&,ZT7 M*<$I85]*]\_,%X=;K!3]>Q8L9&O&*V1.--QED[YVI_3N)"N";\< MQ9Q]OV1CF.Q+%MRQ1?+LJKSA8+=W1V':[+6?<'CN=%N/#/_K/ M?OU&>%*P2["#-,)T_?6*_;J.D_51$4ZN(I8QN'QL"AQ&X>5OU]=?K!EG21;S MIG7#N?7L+1_[H= HFNT&X6N'_BB$2H0:&FP9]:(!]$=]5V=13%?C=^)/[6F MWCLUMZT63-T:"J*^%,AR"RL1B&::WIWQ-/9=0=-/G[^]L^QAN7.Y!$$#]9W3 MY;!^Y41YE,35[ND6C8EMX>7'TAAHP%1#ZFQS3@"RGL:E%KI;!0 1W?+Q(^QA M7VZ58;$42#'*!&(;//'NQYQ[/K-^ Y,R;Z#]:M*W<+6JC?(<>]Z'Z7Y8>"O] MD(\E,BT$Z_H,\B%*\1O6:^8<$1&9,A7ES9(CO+P_-"11@/J+#[AJ-]767%8[_AC$=/N%HGXVPC:6Z,& MUM&S:;WFL$A"=,56[,JH)FC'/.O/#*0:)7A,3S<*E9SB+]#JN5F"+Z/MG,U1 M1XJ6[7#P'($93!=2ACU>PI&%*61%/WOJ]>[109\&2X UGE"%0EL+[>PGVA+I MR_A9&HJF4.8MF'CPTT!_?4,G@4^$6BMVD_P(?C;A($_"$% W>R%"DSBZ2Z>D M_\$4RZ;T^&9I?3@^3"R-<30@&CR1<4^AZ=90NK88&DW .O+&X,!=*S7C#O:G MA!G,W6D(9)@L]MN^E8?]_8!N)T_0OR5?$.GQ3JQP=]Q?6(W!^:TBP*N9K)GL M@^/\'O46\:$[Q]8*%] $C\H('']!?DTH4(-)>XN#7IVG7%E[?J#RAJ!JY/ =?P! G$K^N!&-W0#X^N F9T?(OC23?=Y8#-< MM'L&DZC"[+'[3PZK8MBS!WN&9O=4ESUV:]^@PJE SQCYV&G[/CG>V_$E8Z=R MT>H5\RS%>K5J \IQ=5HK-1;+F;NBU@ A,Q-1TI!F<1W+FI8=5BT?=E=2E"J/ MY&B12+E^CCFIUDCFTR8\]*/8RN S;H8#BC(G/TED=O$-GZ4,,:,U=F MBL]@VV,]2U&X1QA5[.G0K5$I+OV$>)E_52XRB M[8UZ>?=$Y5?E'5ZYO.5NK]EK#1\^!]1I=@X<]@@)JTZSV^W5:;(#DUU[-MFU M9\/%T\RE,JFE)K6T9H0U67^GP\Z+#YMR_LXA=^M]%,,_0SBBN52S00=S:\+\ M,!$8%#QY0?Z^R>HR.0\FR<8(W,[WF;5NE&>$K4["UCZ>XYS^6P8M,?^L>VC[)]S M..%]!+6-.IN@9Z.Q-4*()IX0[MBAJKK.^:-[Y'%5SR\]<>Y(@,_:GU4-FXS7 M_;-$IJOV\:-KBQS;,?XT=7FT,5Q3J$/Y$4+&@\KKI9%1\4HSX,Z8FND MTXP[GDWOJ(M]:A9.K6F4V29FF^P<7#7;Q&P3LTWNC:'6T9S4M SFK=Y51%R, M[7(O)AL]4).#=B<'Y8_&A#?OQ]381 Y'C;Y$[0@K!BY&U"LMGO?*^.LP($+; M ^$N!<3]FD&I!P\PVW>#!3:WP5F)ARG]?F4%#>LM3^9\PN*B,X_X:KO<] M+,3Z)PLR;OTNVB.)7CN'=^@99S'ZVWI[GBUM+\ZRO7-:G4J= MOL31K9^@1L)M+-L9?&,_>*(6>8S-1MEV-G$FXKU6-GIEBMCL5J%QVGUBGH1MKJ M)&U.ZXC%D4;BSE#B!OW:"]P#N135X\VGJVO3;'0//;9Q2G^,@-1#0.Q!O!G'7-=;%F24*6@Q1,AFH0MS9R$"J6.20P;?Q:RR(@LXL68B=]:S&*'QI1:S MYC%FDOV@9-ZFM77.]I#F/(4U'CQIRL(M11X;.#KA!6H_A1FF*Q]:_8@:O:$G M+LNT9#_,!_YW%ON)Y[M(+)']>S?UW2F\87D1)@];,:9=PD=IQ!$/^=A/MZ0# M:S+76Y8YIWD\D?L7MUC,K20;_1M82 G1[(>0$9DI_8_0Q[3HFY1Z):"TK"62 MD 2-AV,?OC9):/B83[* Q<'"XC]@%2&,-UHH[C0DB_6A<0"6I5-,-_J$:!V#"-XB!]^],)LGK^>EI#,0=PV?FL>_B#.Y\^#9FK:NI ND2W_-9 M#/,D2<%?PHQLV6^A38M9O('&^$?SIDG< MH#TI" M4>]X;]M1%5D.));TM6SJ@&$NYQR]CAX.YU.,8#& M>=4IH6G]*Q=S-HDY%XM&^JJ<= 6U#^2DIX'9N"!<6XJ]%O(7X(%[B$)\OY[/ M.0L2V8<#H?SA>1#'_-;G=_1AE"YX,;(H]UF*EY!?H-6:&73D M#'HZ6VZ A_S/#.L9Q)QB/@-U9T5S'N+SZX^!%Z66(WDU!0ACJ:+#;I5+.IX^T0 M"DV#ZN$K;)<0.[(PI7RN27?"/A7[!/#1HH,%1 *G@[L2Z>_79]_>79B^;* M1_P$.]M(@PIO )D6\)T4C%R"&DZ8%5@EF] L+"Y\1Y0Y?(/'M&O!@5260 %Z M$;^ 1V($7]GC4>9->"J\@1&V)VI:OQ>CCWC@@\'&P5DJJ[TB4,/)E S;E(%K MB6M-B^10#F! MY>=&8D?Y8%!$7R&EKG X.01ZP:*K$O[>15^0J$&&#P=MP))3-2):B/*HC/R& MU >W5#C+\'_ =! F^ M\!H=89=L4A,.%4RC:IL"?P782#BHI!:0]EK9*XT<6CAP<+!3D@:^R>,*U'4$2 MB-X/3=CC\'U\R_,3%TXQF?"U6:PH"'Z"_')1],E&T2VP MR940U2?#KSLO@+"1^_V2;$6A77 T^6Q#2C1U;5OS>WT_JHV:G]7RVNAY ,R M#W;EJID+/Q=GG$LU@-"9B?[!"_\%&M X]?^3:SA8/@LG%$%A24+&#N1V$D7> MG8^[*/16'M%"+0T8$P8M]SRPM',"?$0T1\AKF&^INAE5>42F'ZV>,C$RS!/' M^(8L_?;A)!@NQ':"C\'7LCELL)6W8$I$-:&2+#Z;!]&"\S*5B7!*T1+5X*"H MO@$$[4F"*M(+/I.FU F)\A)G;DK'>WBM_T)JTUQ=H:DC'86V(KY%&8E<-X.] MYXIP#CD<.#J\/I!?)6N([I7DS60%/#J6 8(I]R8X$=36MQ1L$*84'15]#@76 MDOB]$ ZICVDDC5>2063.O5>"X,,7L%/!X+G"B:V?ZD'E3K9#V5*@D#2%'BEJ MUJV8!1& !0\\$I(73Z, MCR?J.39N=$DW-<@\>&C6Z;CNHM60OHL0.?+@<, 8?9@XD8;$3]"9(A=N3HZ8 M8*!XE*0?[ I:X0 ]45A9"..-LX"\(>G#KG6UT?[ 90,O/*U M19@I0Z* Q%Y.(G+O-=>;#+.?%(X01G7Q9:659P*4WTOELYD4CA*DH9J$7XI@F=Y-U351A-F%\GX7(H;!?XJ M OW2.X?S(XED66)<-FG MM0I7WM,B)$Y9R$>"5:=]BY!'Z\SI@FLL%O M]^S;^^[,0GBI-$3?I8XIUF":BKR345^S0A[4+'T+CKO=*AT MWCU>/QWB YHBTSH785TXC9Z]1S> ZM5@&7FKD[QU>]W:5_T9B:N3Q'5:/=-_ MZKA>P\9;Z#,KH+NP;=.WJKKLV;<>W3#HJ??/H,YMJRJMQ'<'$3KQ&OZZH^Z< M.'M. :;FQ%ET3%R7<_"WOZTF91[>H+N^SD"G;=J,5IQ%MC,P+*HVBQQG>#P6 MG8-C_7DY"5#$2'[&J_ZY5GW5D\$+I]&WAX?VI*M\:\9S9NWP4'?=,+?ZS.W; M^\*!/15SS^$8\!LFALN ^U*Q3+E_XVKQRYF=%'K'P9PR7N@>7JCA4,4YM.^U MO3DF[$7?KWJ1I:Q[$QH\YE$\8:&J8G6G+)Z<753>.1*RK@G[[LZB YU!PZ&G MXI $:3+1^<X5#7.W1-SIWT<6&_#H=WW3W>/^*AQO?>B M[<3JNL5R-PS\['M_A%OOHT#]WAZV[#IJ0LVCICD$T[+VORLTF M,9ODK#:)W1CV]XUY5V.3[-22^!"$[U__.HJO?EV%PO:]_WYV/R)YSWZV>3I$ MBLX38(FO;P+X/F\@]46B\S>LC_Z?F>]AYQZ\GGLC6PA\Y4F4Q:Z6N;Q/4Y6C M]WR6+?NPF998!L9&@F*EV/MO,4?1PBYHV&UA3+T=:3E,_GF[V;%& OF4WH4?#(H?I#D^M-C9"!)-_:[Q M4<3L/;"O\E'Y>DU,7+\PT:M8]+\Z@,B)->4!]C1)L6G3FB;-V'/[^; [4&BS MUL7S7K^?_\L/J3-*L+B,[D+NK>]D3&QR!K;^UHS]&QLRJ_?TYU^(YF^R5P^L M'"3.3P12&SR:=P?1>FR7/G>'[=UD>^>E7R^H[2&VX,8V6H(,FX?W1.=0;)>B M""3[F1"-$DFCAFHW+>54MMG)!Z6VBJYJ!RF[,#<$90?=G"AL"Y<%14J]?F%R M/(YET]_ %WU2%DN]?4633]7"6>NHC5VZJ$NQU!"B!U+1J@?GYCB[S:U^&XK: MA:+>HH8R0LW _N \!?V9>:)?(#(5.S=C@QZJ=<'.UZ!>L6506:%BJWC1O$CH M/J]H,.YF,;8?M-Y\_N>'MY?VT(+5>GSFN]0EB+P$9-4(Y3!OB*WW-$140G;K M3U0/)S7@711_)\TKS98[!8W.J:6;Z'>#_3 3*LL1597I%#R9R10$6>J-.RZ: MH6)S3^"P%68$JX\]OF6O>IP8...I5/=!R5[.9>JXUIMQ'/ ?OI!#K2_;O:TU ME'Q(U^@2'>B7[66)N;3;1^Q%0HW>>[FC^$A3H!'7=39>VT6F1"\3\K#)'VP^AKTU$Y\:<(&P M:3V@0%/#>M[S49RA!K?;RO*A&-*("2V;>L<)W4O#:1])=C?[1@H?6 K_%[@& M*@0TZEOLF8;-OXXNAUY$4HBH5&XJ.O>Z 8K,G_ED/359%#[9=6X6X60C]WL# M/4C\HZ7IL612!BA=%-#FL"@]O_3@*R;7U9]C1U(CEDXKEEQC\83"C M[T2[U@^Y$WQ<#Q_$Y^AM?."?Y>,'M^!7?,3.XK))P\?F MQ^8;>!"A()@/[BAY7#]48^OG=M/)#WK@^T_B*,'>Z=1MFDX##)TP8O$\8"Y7 MF0'2MJ!C8X7\#L^],11N]8% M&B1B5.L5OOB+H /]Q'[U0AS)^]U6?L(K?:K?!#HL?0J_L'9X>+@\.JD2W,83 M3MB/I#SP!6TB(FQ1FB!.:64L&0N@GXMYD,.G^J;"9/EL+II(*V!@;)\*1AQ- M;O[E!&TRJK?0!ZV3H!LI3_*^%(S'EHN]Q!DDY9AB^BWGE>2))9DB0G!(,G3; M4Z%P1<=!:-%)$<_#4*R#UL?WBG"U$YT0X$%\";S(*2OK4:QS\ M_T1)-,[B$[A+ZGS*F3NU%O!$ P[.H#7I>)X_D(=,U'DC$X<,3P1]1(/SC/#^ M55OHD [^TI#0(GS\+U@$'!DC.R(\BF_'<^S:R=$BP(&]B$ZJ!M\P)SABHQ% M#S/P9[X(QS1D)V-8M#!,L2Z]LKEMMSGL+NT[H,%U-LF2]!X#A:)5>$[Z398F?\#NZM%Y?;'W+&K8_]E%E3ZV;5EYV R7)EF^ M:6%%B(W699,)+6(D:ZTEX?9Y<$RD*Q+5]KTX!/X@D% "NN'6IOX M:"NG,&0,?(A3Q;N<".@AB('O M]Q-P8.DK"&\ )MS U:F_"G+2,N(BA$G_ID_@&7 $/@6N#CD<^#PC2L/DY/J3 M##Y4T,Y$F9[PV/DUOQ1_(R[%WXM+\87UC[F'T8_CGD#?BKNIWQE(56&Q0"!I M$WG%93WLH2ENF-'"&D5Q'-WA:\_MYC _G1:) "GN5_[#3^C4I1U@-V4(+%!E MPD[.W]GX('G2>']+MY5T+S<3H?[BN-O"O\-&#KF,P"C[I YW:L.N.VC*RZSE MN)$6T6F0]PY*.=^"<#Z@0!N=.6$?HQ3@D^4[,$F@.5[.@N9VX8 2LC#53ZKY M3-6B\F7CQ;-/^ISN]I?H*NXFZ:I#!ICD;2SX"M((7\L1EZ2P,,,'ZX0C[?\O M68S<3-75-F8RD(G9L%*\@L1K)""A=H!:$US-TP161 ^YPS#0F,TIC0:_ V95 MD?B]?&\#B>7[N8''L*$OLRZ$+1!I&\\'W3P+H%&P5AHRG;E-ZP9V AA9*1H@ M\_+2(5@4L@0> PBV7P>/WN\[!S.A0"&2ZQU&A=5*UGR%^Z3(0##Q4U\>;Q^VT_#V*/-)D=O]5HE[&'?::L;;4;+33@BCZC@-)G1BB MKO-O>4,='6_^B\WFK[ZL'>KUZ\L=AM(.H=9[/W6G/S%64PTFK]S0>= IL["\ MZ"Z@/>G8U0R@-^!@ M342(#[VHXJH8SDY9D*K42TK0;&AY-O,\A55E_RA,7EY^#'S8!1URY&,@%)'+ M\N2>Y2R)1G'IW2CE"-+5H O'*/%=E_F1S$>#1PE7',]N22JSE'"KXS2OHCB/N3+7 M11,#OU?KA\W\G*)VXUD.4YWC=X=336[4P@Q;T*%ZB !&]);,. MA:^MS):@)46J&5I^V,"8JR=H*W,/"J;FYU6)O4R"0L>_/&.WALILNRZZX]I6 MG*$_C3Y]OA658RWX6ASHU;[:FJ8<>B7K@*X),M7C*?,#P;]/G[^]$U.2#>-D M'2_,=X0=A4501-S'17)&(:7\BWSJG'<)IHO2CJI9%K+=!1[](S?/,X[Z JSW M+/)X(&V\RWV\F".%A1GD0@FBN\R$BDAA,LCE$6AF7V*'BS>CV),)J,(KT%)N M-#J6\C03P2092,HG),=.*'(U9PL:A?D4HX93Y!QD!V=43I)-EE>4#Z/".=*[ MIA2#,5#SCO/OB0Q3\04\Z? M#"*/$E6+;R$JZ(">L6&;.:*%^QV,P M\]Q3XDK3%B%,$5W5[''3^DT1HZ$G_([]&/@]9<%8G;Q$E'7=]X!6*FX ).4_ M,)A(&2ALD32D;O>I(9,GMJ$KH<+Y&JJ0(]VNWWZJ2( W.6@@"%6ED( MI@S'B=2.6HU(N7@D=ZFL?^7Q%C):*J%\U>71LH*%K&'BM,MWH+L0- X;"4P(IO\4/)":N]B50NIH=RW)-?>\I,RD=&3 MHJ+S#Z,08&:I5F&C+!;7)^,,?"-XL !,%-$1Y0B-KA7I;Y;MA_%/81P.UF01+H?KZ0=XP!2]2T+6TDI-"VK7JZ,""4JVU2( M%$8%9R,\'U#.'H6<1DC\+*%SAHB-I2+W$$.S)"%XB/+1(QV+XTZI XHX90AG MW^(HA\@Y$26!/3_'$ISR)-X!>SV?B81(4ARB.(,.FTCZ(LZLU6@HD1/1N^)4 M-.7!W(*CD"@>$3M?N:*2Y62V<\/48*M12D<"**QX@:^8%S24Y58I82 M%NK["[_,8G6>5DY;R1;P&=Z6D?L#FD&X [ Z^HB,6"D: #D#"G'2E6GT;]C% M&,P03M":<4S"C)XPTS,),]68RQ,GS!Q)WI8W,6H2-*!3SCQ9:E$JEY.W7E2& M@;<<(1WN*C$FE:G\=% M+6UC>8B!EEY#5Y)S.CWQ] Y=.Z=E]V2),?HS;X7^%)Y# %M']]1+-B<$ST-- MOIB+* G,L\@W.F[V;G&$8:6,[^*G;FJ3; MEH BQ._:W:9C;_YUJVEO_-VV86WX9=9UDKT"FTK/_C++;$?6Q^MXNQ^8T+767> M1@#)83U)\EQ>W95(<#:"K.%R[=$?N]H<1;_MH1:\4=I7QE$832M#G1)A[:$A M[.,0=K [83<2Q-!V@S:P;A-K/^'].<(8!BQI#A*XUV\PZ"%3QBE!ZH+RP_SPA9:\\W(7?7-PHPTSAAEC>8P':A4BH'"' M%=^#G_-T$[Q NZ4DL)_!^3\U!.!U2ZPVC.]%NS%H=^K_W: MMW Q,E9N^@U>BW;V-4J\>24Y:T_K'_;K7J<@03PY?8S M4!&'.LG6G!=.K[UW_Z@*];;^AZ.#NR\=//.SLU[F?;:/7K'[$Z<2:9]MV59Q%XI9W!'FZ/ M8= 3,ZC=&+:.&$0P3-K--^WU]NU-6[U(3Z5]GG>$8X U0@K9CO]P*6&9P&XL M5^(.1>'FEH%G%A#JV>:X5&T.M0V#JLV@"[MM8D+594]W8#90M3ED=_9U7A\Z M*+2QIWAUJH<_A!(4#E'HR6F12;0:DE01Z1&-;/4.T5A3S6)1B>TN)^2N'0+1 M4QUM!*P;%YVD/TBXHQS\:@7P2. \"8 ?,4NFPP 10)>&%H081^LZN^9M78L) M!A&"N>"(5*R@+XO1],2@(Q[RL2^!/E8PHA!W)V#Q!&$0O1A;(RGPI.1.XA$M MST84LB?B.YN6@B3:#,Z&Y=X2SXF>E"@YR +U1(Z%50)L*BTR++!5:'%;OB?+ MYP4B&<)"2934W:KGVY6JGL_E_[G=;.!5[M"'_-1:\&-.<)E +< M2 DX_23I.NHG"GZGWQ,Z28-/6!$X:@BA.JVN'678L4H#(-A,@: IL+E4^TQB MT#K\&!TQ1KPBP!YRL$#51 M*W7LR+65CHY?;CE5PCM%O9-#F)+FVJ3S5*X-)M$ .M9,\ *J36D/@-@)C2W*E1.A#!!]' M\'71>)S U"5.K0:HK??H&J_TU1$=NF3/&V% "-PZ$@"YJO>PE'M' W8O0]_I M#9#E&R64#RF_.4(; :*ANLOBA5RVE(65GN]JTV.;%TE^@DNA_=@H3OL*[->2 MRQ5SMIVVFG/3VD,2T>JMD42]:>>*M$@$EN4V#>VB3R".?1RSV",H8&.6F40RR)(7\W0_N M9@0:]X:Z*Z0Q*]>-HWB&8(L:'ZC9UQSI[VB*:F,O)KUWK6B0 MX4[55R4O<8YHA),Q8PZ @*@_R7X.%>8\2;87 M%,9)W&1_RE0GUF3%>?L9H(1#(36J=VG0;N8'M&,C1YP.4;O-GB'J@Q=X-?MK MB?I Z=(J] M9G>'.:[IDX*^Z66;WEXBZ BF+CIO7&A($J)?Q0&Y3:>F"-8ML=J*H-VO?UFI MD;@Z25QO4/_$;R-Q=9*X8>N($K<^#?>IKW&87(J?'2G'1/.1GO[SKTJTL8?-00<)<4T-F3$? M%_.Y2FD\HM'@3LW&J]6 :GNS<6RE*/N-EUN .>UF>SD3I>CE6622B&092@NR MAWI&2RGI2C56QM[/862-_1^8P,?CF1_*I"Q,GU09"VTZE*/YY.5LG MSWZC_/Q6L]TI@J+YHMD^9?\\5 M,H"2O0OXUO.>T^STM87"-V^P-6QB75M?8I4+3\MY05F*<@I4]8FSV_2TJ I0 M+8B]B*-\IEJ'O1G[CMUZ,25[ZQ+SM.R"[PWL!1]P!FPM>NNJO&]L#!QAS42Y MT(&'MWXX;V3<_0:LSE*7N&5LMDO]]:QZ[75ZFBH")+E,J@6,"H740X[N@;<]9EL"+T\D,^3Y:S\?S1OFJ!. M ]!7>L=3805V7Q_6/:@W.& MAI7=@EVF#8$4:EBR^(RJ5?+6&V1XBB='41Q'=Y2\3JWE91D$6!79RCO5BN)4 ML0G:1P[R@5]'>B>UB+$6*!@G+^7(:9W^@ 8@%!+$IDIM$=]KI& M5Y2)MK J("PGYZOV[-(*%S/5BP! 9E6Q!OP87@X7#;$2^&*Q3'0'P"C"ZN$8 M.Q=9R["*['Y'G_ BAR.>4O.7I''#9.&3]LGX;WSA%/EAH=M!;P&AU@I:7>\PV@DMNT M+I 8Z"([K5=?&'II] _[U0OAI(&0@X^5@& S@0^% M?,:%->4XY.1NGY.V#BZ*GU1S>[FDNREH\\4ES 5^[44S++MRRP3!,6& [UB( M1>5$\#9%@:A:2=8041T-_%:-RW_XLFH3WI9;/ L3%#\LD@BQ; &^$L6>U.T1 MKE [51;3%JL89T'0@)? P18G#>QO_>_(AV_C: EJ&Q (FHX?,\\)6!).4?E.>5ASW62SF>BZA6$L4\ MWE?H=5T-3D!(EH9,DGBP**$5QU$@+OR+%-#]%512-W?+NKD("RR=*QZC6 5< M^F9+N/7[5JL,L +P4:I5NIT'[4J\0V9?K9*,2^4)*WGMID3!]-ZK;B+Y[KZA MZ,:G?(;7PJI8-U-PW!/=/7SX7GQ/G>NZZ>[#'AS#%]6VWJ8_W\A@X'62\ *$ MKCYY+M;^B2XFXZV"E\#=1DLAG]0XX:T>$-W;-<*G*+QU/1V[5RR;-O8*&JM-PG&'M M/:?3C81^SC,@_="-9MRZ0,CG%U;]8J(7SH:0Z(F[@A=V8S#8H\6?.2<_RCF9 MI^4==&8G9)3"8PU[W>$IR8\N+Y;09 M4SNV;^V8BDXRNK51F.#EE*X83L'^+;) XDF'47A93J3"DAZQB12..-M2P+4Y M:[7B#'2JQ\!-+JCD9%)F);5J2+;PL==JE0N95*'78A4?]5ZF^MY_/[N_#J+7 M>7;/UK8KE*Z,E1HQ<].,!<(<:'GI"!J.4/;P*X$?/BMUZ:L-D#JFIPH\;:J M(.LWQSQYBO5DL977-K@:-:(E:K@%-=R"&EL50YW1N]O]IN-T'SX?LM7L=?H' M#7L$0&PS63-9,=GN;A,ZPW354U[3YFZ =CTOA%XOK"_4A^S EL M &!/(6O$;C6Z78,!:X3N*=?6[N_;9<%(G)&XGUF;TVBU]RW_,S)G9.ZGM%QC MV#IB0J:1N3.4.4P"[EYL5S&&K@?2=6@;NCY*B[7M#2 ,70\\5 VVN[<5 M*GRHOJOQ1745T%/C:NA2M'^F-JB^51EVH]79MTR\>H>]$V=2M[O=P!H6'9U% MG:[9115G4;O^0:T3YY!L@E/9.-!C%(,?A](YG'PM?;7.>=9Q=_=58-5KMVTX M9#A40Q-CV&389-A403:=39CM(T]3+NJ7W9A[?BVO[7[*;ZOOL:9M0@,5YY!S M1.A6PZ&=/&O#H&HSZ.BQ&\.FG6R1":X].HU+E;DUV6YQ&;[!OD,#L%K-;SG.W=!JM_KXI:V:WF-URKKNE:]?6$UL/ M7GT<3%=!PS_6_*^N8,P51-/^G,66T^S^8GU"&)B&U6[V\K]WM)_WFD[QCWZS ME?^]J_V]T^PY^E"#7PA6MUV\6X;KQGK%.5L(E-UT"EMB,D6DWBSVTP4\@@B[ M#N'LMNG/#OW9U?[LT9]]^G- 'W-:[9:U44 D03H.@16O":TI.%"""M5>E'NR M5;S"1K#]LG3S*ROX1T<2N\Y@*1:G_3F-BZTSX9>CF+/OEVP,DWW)@CNV2)Y= ME4&-_?!RB8;+R]^XR/'X\82;:.UQ-Q(=O5Z";N6Q"(3^E55F+M8TYN/_?O:7 M^Q'&^\]^_498T='80OQN@WZ[TA"!WM[SEW<4L&B86%8VK.BD'#9 M$^S"YEEC_P?\"33B2=-Z+S';=56$_UX/NFV]R^+(XC_<*0LGG,:P[EAB9?B5 M-$*,;[1R- (]VNLN8<3#0_]HWC2MMXBY'4OT;Q:X68!CX7ND$6 X?$R\*YY= MU5S-S>JFXO:HTLT!J-:]5(>F;(>H@B><_V@\]ET0J3F#/Y&)'DN9)=0M,.8- M2 $#.R+?0.QW_.><\'%]UZ)&$CP!SM,G+.;].TL4ZCN,!K_G=P@4/Z<9-*V/ M*Y/B/^9^#-].K5L&HV8)3D&U*T!!0C$":2F;M?:@OE+3KJ#4@!Z&'/9 M!8!8 =;+GV6STA-WW)JR6VZ1EK;8).:R0R0QT)4"!&H8NPC<\M"+I+J8L?@[ M)TF=LS@-2=Z^3>%C:S_#8I3;!-T79Y,_#K5$S^M_@(EX^/G-X+A M>A,)8%RJB>,8*(BR@W826.>K1MOB.>1XS/_,4+.0K/"8&I2&+GK.Q']LEIFB M7*93/_8N4087EL?A&2^Q0)A0U\$'2,'="C/U+TZBA@."#08.CA9BKO/8!VD& M8I$8*IF/^03-810O<&^!W\NI%<8=#P+\+YC0A+L9S% :0GIY"K8[L.(HFEDI MT"0!2231A*=QBCY:6/44[( Y'D;1 ?@\IE5%64I30]*,0"OC@N7>*TVY83VW MVV63[@&QW#1 PGF92Y0$M3P#44TM=LO\0+7$ A4]CF%^.&C,;Z/@%K\F\S#' MS)6) M!BHA(,:M#\:-61,E33A9&O;6E^8I Q41"SG!CTA& =U!1$/X*'R=VF4CM6.@ ML0M+G\ CZ*U$Z$1B:Q/LH>/Q %PSX*PD+MC/[W \)!IX+(!9^-;'XD(9QR/ M5"$M'O53_A6E[HK/3O%A!N(A1V&3W)*F^!71TT=.D%Q!-N."L2P&FJ :GVA[ M*4BBW.B/(A1L<4[#%B\P /M!3:"21-MA0$FQ\T*TNO@DN7:24@F(*VP3;2SA M,"K3K9H.Z?M-4["U[0)UM%R0S3KSW0_9[>FY,W 4%"^*8\A3,,:PEZ-)"!_Q MB,\C<,3&?BJ MA#B_PM-! 0>_^5+IUV3*@>0LCO$P=7_'HYW(9'>6Z&3;3>=1Z40C[M$42VJ$ MKURX_LG4GPM-]56JA2]D4;]I1JQ^;;'P6,W ,B9NEB1R?Q7F?7GE2B$*7T(W MWPTP"-SZ]/G;.\ON6Y0<:K^R/H*0X9/O?LS!=C+K;Z#^8:,G.M%H8'Q1")$] M4.TK*;]T"[&5M17PU-)>@%JGF+<,((0@OVC1DKRO^T["N9U'OQ+B^\&MX?K/ M[M\9CRX-ZV4>B6Q]^ "^!U!+\*%_W3R>9="R!*NA%/XW \\#GL:P%0DN_"!0 M_WX+NRB(T(-(K.L1.*K6[W0"M+[ZR?<=Q>Y(C-'8,P]<6W1,*3Q(FB0/VE&\L9&[S*48HGZNQS.12P<3\$G!A2?& MHQJ:Z7-0'2O1N0TB\''@*S/"TF_<=[QHP&.Q?RMD"SWT."OB3BY+IL5?\"!X MRP+\;0..]JXXC10]3AL;FY_B;VZYC&@U+&QN",M-BT' ]2$_B4)G?,QCF&;Q MV"B*OI-"!]Y',U"W FFR.'!0*U:7S@)PN)R1:-'"=8JE=$I @A67/# G^*X/ MK@>8&]#H.(;PRN+(A?-;K$@?C?XMPLC$<" _$&^"#EW!>-E%-#<"#4&U<1#= MZ0Q54Y)"LDXX\.GUDG$:3L\'M="O2,$]]%:%= "WN 3TBO.>D _G?LY#CL%U]V/47"/#: M/I]PZ!,7-^!%H>OCM%Z]EW+V3LD9LH-^!Y[5B*/PXEEGG,7DX^L^7$Q;K+@J M:;[ R2MO?64!S_O=EG7@O/%VETASP^=I/GR_-+QMC0X;'"^(5P''73X M^(YD[.]L06<7&6E!MX6KV68C05X M%4EAI_6+D#+G"WG!U>=$IZ!2DI$Q0C-4FFKIVBB91EG@T9RES1?W60F&\,6# M\ TON@OO6.R!49;1#'I+T$38)!?C&3JRL^R$K0Y&XRR%N8LH98HU2GFP XP8 M\V,+7(8LCYZ*[ N\)&5SL+$_Z$%8W/-AL]B_Q/"N_H-2',#*[U_QP:6?VD,Q M%>W3^#6/HTL$;/0*]OR913C)DJ-ET2T=>'!,6'OQ2^$3@.5W8;:3**9X$#HO M,46(8?R/' .-3DZ4XNM3G\<,')D%2("EU#?, 4:;1T#4G,2H4$'6Q-]7?$7) MF?R!*"Y>7/IBB=2CQ3*EDCF0&.O)#^+=;L*!.1*N[0H@@(SGH)DP?Y_S5VF[CW* M^Q9=2E]$@)D^"5*QI%]&N.L3%^R3+V\/QD&&EVMYC&))6OQQ@Z(4?H+NJ;!+ MXK8/!=NE(3SU"165X]Y$"%-Y>KD3SPXIE;GB;RWO/_KI^X0)N-_Y'&)D-6W]U=2MZH*$^$T9;)63]+#9[VF>9NS4TN5O5 MF,NCYV[5Z2"Y]O!2O[/DORBB[(%"MT89:%CT/T"E*UM"VCADPG=4'DE#NRWW M\2R:I#%0C36L-RQD'OYW"C9(.)K_"'WT=/X'])H7S1KB)E0FI0$= MF2A0G!$E0!6.R.KW5<:*'F/Q_/&8BVPF6%$T\UT+G.>9"'9A@(52OM&+#1FF MUK$?5K)(Z+I(1/[IJE_S%F*Z(UX>L>Y< Z7 M7U3L0-^ #ME%/$M8_\(=URY#++I01S\0(XZ\\."YE5]:XBOBPEN[KRAN*!=[PPY>!M<&B%+-<%[ L'POON$K#*L\6 M?H#G-$HHP&62_*H]AJ]*[TWIC#QV&F/635;L4BWHK,],G[Z6D+"4=Q9$"Q: M],-Y8A(SN6GQ%T)NEV=]J7\A*C(JBV^IW(U2X!EW[V(NEP7GV#@5\6S\&/Y2 M;$D\@:6E8QYZ@6)3X)-B5Q0/XRIPE@V\V:>S_\:K99G K[F0C-(!%!/4 BAM MY;G=R0,3=' =J'\VK'+VL0S3TU3@\!CC(5\>IB4EM=V?ELE$QQT06E3%J)"C M/&L')'5%,6HA_4)@(L6F7#5+"5\ZR%/V2T0!;1%*1Y[I6ZA0;>H"))+)3NI^ M='5#BL-''BM?BLOG47!2^DNJB%FO?S0A%I(1(,\+N4PTLIM73HA_$$Z?)[ M"IQ7Z/) FC*4 \RSPY^#F88Q*(L,MA%#^#TIKWE :Y@C,2S)@$FQ6A,;7Y MA;34T$KL'5$'-P1/EAB1VQ"B(SE%780!1S\?WW&(E2L!1Q%VQ[ 4FP"QQ<41 M'')=?PZ\R:,VY1Y:2_B2.""4O&1)2K%+=J^D>(ZT,1,Z5"B(W(TDV M2GS/9WG>G%P/+F7&64)+A G3 +(XH51UL'Q1";N584"EE,/C43 R]+:Y*T0Y MM#"%RR2'U#6\T)39+!,622K(:#:/^13TIKBSI&NW"QSVA5@3SKYD>Y!2TF8+ M,B>\1 IA*LU4B)AS.=@T0Y:VXV/GY;9 M*(*S1:JG*!:1=%NA /55!X$J[(J^_GT3Y2-BIC2AG/Y?-$HR@<$A[ M3%E#>;\NQ4(E8JTZM;HW2&(ODA0;N;]7YC@39S,PC'FFJW(<&OE5>WGG '7I M65EO17'1\5J_I0$[%6:0^Z_BV@:]$#:;4]*!D/U5FUDB)>4$YWI S0;3R(47 M@NG"=QP'D[@*_=_5D2#Y?V,.N"M^&12 M.(&82V'_;NZEYO'NM>0JF4FLB\('HN#P;(XB*13=TJ,K)Q+E.VX^C[S( MHQ$%=]!*K-)-:J=UQY=]$U6VY)B0]&Y,4,DGLS4U%454K4C??KGQR8TL>HDRH M9]8$M[*J":B?RGZKWQC@P4V=X 8-%0\ALR@/<:N45-[)RJ[IV_FVN7A>Y(?C MXSB"MBV*@];&3:"4I"YWYHL]/^09+PH-,C@NY/OK8^O\$C MSH^VW!W7+E,Q*I''MK:$,9?3Q)8OUM8$CDHNL/JB]*?SP[54DZ+09YU76*;@ M++J503GTTOSP>U$1HA0AF7Z8^B2.[M(IQA/&PA%HK.053F"T.,3QT+F3FV+V Y&H5,X/JT] M*.Z6NMQO53MU6>CZ#Q^D<2Z2F ?-,MQ*->Y(WNBQW_=Y@.2FB (C!V^R.9@0 M$IAX8;UE*:O?-0INOQU7ZX)>R=!D^HD\BJ$.^@"K^(&"ON[%1OZ6&./=CZD_ MPE(@+*AC$RYX__[2)F=_[ ?BS(Y%#+(\,I%GO\-W1KNF.V-8S9U1A!XHD#">[$V;- :"NIU4N3JCQ;65_#;9>EOFUW:W8O1"YFRBE)W@Y=[ M(MR=IY)=BQBG/6QW* C'9D(F+_ %63RC/RQK9EX(@9KEY8WJWE]%,4!1^ CI M( XBXGKQW0^8 +I3E+7%Q\4/K,^$+"5BSN)WA2*1O\-X(?&3BSCJTG6,"(^+ MFT3]M![E:1U>(0"N+@!%$9QU03GT8TJ QG+U97)RG9PZ65XTK=<4;\[F=#&$ M%VFY]#4>B2*X#)EK@5]46<1$G-!3?Y7("R[N=2$EVB&ML2ME2!?F)#\-_5 4 MYU*!?/]5(HT6GH).V;Q]+FU=BZ1! B,% APKKQ@M;KJ*U#'F@6^MCX@ );*(0>0CA)[>/'&]=LIANYS YH4AW%/@E M>:J3%O@K?8'H\D/.)\=H$O?;4>S1P*(RKCA R_0'C*9,0%'%PB2[6.)0!&1D MWBH%86@'7\^ KRYK:N7C*G\'PRVAIEOR#;^L#??S5$J0D2X8"70?Q(K5P/$EJ- J K4Q^L, MJUURVC2M=W&8R'/C?['9_)7U?[ C00U]_/@%K_>_NY]BI@[\S6TPYJ8>Q$,J^<>T=%Q-]],EJCOL=LPW7X>2U## MF,K^,(T'2WSC.)*I'S%(?-.Z#A?Y@**(H8%GXADE=5**#T$4"L>;K)-RO?&0 MZBN83/*+5>(>&N+9O+BNBF)^F6S:8.2'U#ZMO+'\"%6=QKR+S^029$#$ J22^BQ.EP[Y(]V&" MH(IVI,9EA6V(Y7[7Z6 M\6_;%/M58RZ/'LI^>I%;;[G4Z7),=[#*__A:^!]?A/^AW<"]!_]CQTREXU8G MW:21^QWS ;E$;,8?OHXP<8Z";P@7BV#.T3A'L/LMCK)Y VCAKBJTG=267+]4 M0AOM>)O^]SA\[7?P/#WW0S(M:\(&GS>$#3:L^/&FOL(]NRN*,@5,I?1NU_#F M '=^8SE[?L[,SY@Z-M6:6P5Y1%MW0K,>]F0D#EUHC\7P+T0,],WGF\_Y;%]0 M@8I(NB*6-]813+XHS/>+/'1"_E!(3H&*SZO2J:2AG;,?DLPK*]ASIQU-**F( M0)?,QKI(BVQP08#&.6^E$E7NDZ9,<2\F5&-5?3+ M4EIW_B7UB6W +:+ 3N]QL5.9:F-MC41#+R1)-(TK]RCE!*>+(D=8%(U1' <3 MW.6\4S"XW%IP+/F0SJ:,$I7D^%4LZ4N2$).<]'\49 MBQ M$Z(/RI.T>=6:]'H6?%L3FMH>_M:CW0"O?1&]+NJMHBI<@WF!BJD1MS#^/WH@V#N$4-V%WAZ[+Y/)!5 MP'&>/JE#/4CN:[>P(L%2WG=HGH@:DM94,;VPT6(7%Q0Y)W2"O3V7' $%W^A+F9HPD3-::"Q]&$,)W4RY*PP_8TABA+CRYC8[< MFD9#%6379XU#4J$(Z@GE)2ZY[C/V ? M8WV/UCU"A>KD *LW^KI.WJA!2QZPF!)B5<)L&KH$43(_%MZ)B@$MJ$J]5P3\ MED>:)N1XM8AYXU+WNG[L9C,9RB.E->*!SV]Y$;P5-)81QD3OFD#XB=*4:N>) MBFWV]4[ 6[S(+2HM2_'X\4^?@"NU4:Y5DY(#+%OI1CJ/C__4U?0F7X,\>/@1 M*S)>UN'U[WZ%O>:R>NVM-J(]_@2%%**W[,6U'II:;*<+^P5N6E+QTFJ3.N:A M:ELDZM\2>5M9M@0>AQ<#*I/,8E&U13X:\V.Z;A@'XM*%E_LH42&QGQ25GZJQ MB5YEKPCPRKIP7FQG+JVD_(42TDNB:1D4% 1C3'?B[$_P4!WNJ&.6R_VY+!\A MT!;07^*.J;14FO:(XS@SIBYMUF5"B!9*6O!%\[L%<;6X8(F6^-N+]CWT+#:+ MO,V2B,TIZ ")<+[$DFV+%2S(4* 9Y'(?E!9PBF=4N/TTG1RV9:,UU"[1(RB ML&W"-"G+LUO7C HJOAS&&4' .L9!9R!;.>W#"!<]D3RZS_1ZH_ )V#.*JMI5"Q=B[:@ M>^O+=:O[/>&?8#6-[$(V1^P#W=/-55I4JL=M9S6(RI+!K: J[3NLVO(H% M7*]-0RPM+9MB$!]":H:9K@NN5SZC;4.9[6XJ9^#4H_#[0PU3#65(':\1X=0O MPV@C.OJB8^\J1/Q<]DIU1:75+]7YXU'G/;PE37[K\G^*AK^(DK(HCCZEAK+4 M50>< _#NPXPZ"(C^WMCV1,\ET2N1Z/DO-&@.65!4)$E8*ID#*+ )1%09O+9$ZNJOL+BNA)3K]R MY<0GQ";C/&FH7EJ[ORI2,'X7NUZQ0*;PK(RG&45T=8!I=%6QRDKU'@XGW[T1 M4Y'BV;M@+ZS7U.!8U-+=A?#:U)\7@6FZ#A0G>36<#/FOTS\RI5?I5: HADK@ M!5V['JX(!K55!'8E%4$A,LAE'B8U];2>=J/KM,*GP,^[? >;)%IP7KQR@!8H M#5RD\-$E4@!>@% ,'\0M'/DA/L()4^!VZ6NEH=X6'?QP@.N0!8O$7YGAAL\+ M5;!&EZR7GJ-KB:%=6RWA5%)+2&]QH9D'/&3+^Z<5\T'<_;U\M:&:;6N)T? ( M5LW4L+7Y0VJ;GZ/MNDTIDAY+>_D+IHIH7L/QMVBGMENT7>L'O9Z)RP#,#8]OL17I6>X^M6F6ZM:7_,ZC;06[M1:<%@CF7@(;$,#X99+- ML!79J\IMD'^N[H]N)?>'@E9M[ CGNN87!5AK_;;1!7N!.5W5P@FYEQ/UH[.J M\!/Q\)7*IK799!L @^^ESA[HP904AL3UL\6V/5K<8_Z M=<.M[*Y)ACU%B*54II123?+TJ!A45YM &;/'2#VE1]-*K M6QY31UPY))!;)@0-ATVG-\2IM_J[?K/5VOS;5M,^ M\'?==N^@-[?-M3UL#@?#FDRVU^S8A\[GJ>E+F@QZL0JAJ%:4J$6B?/5I'*LA]:;TEJ-1Y*?7@03:9=,PH M'#>'\Q$>4RRUK%J1"KW7'6BSTX+/BG W[][(.(NO4);O,0&&E/>844.[@TPA MS%6VU0:MOT[/5URGWW]8IY7:3;L:2AR+IC92YAA5-ZU=JVY*5TLR\/'JZ!.4 MI3C3-)V_O+JZN[MKPC2;D^CVZCIVIX@X>\6]"8NO/):R*[OM=#I.YPJF:]O# MMNUT[:YCV^U6^\H;MKO#=L_C/VR[.4UGSW[]!W[D#A/2PXEUK1JR-22$E@ 4 M^YTM+&= K5Z[.="<@)@CE.@/B'\G^V#_EK&8A51)C4&AA0HZBKR'UY^^8.Z< M/V))P_HM"CR@6<.Z8>XTD265;R(8\^_-+TWK]P@!\_1\^7G@TO>^:) M FU7UD@G_): E?M*U3DJV[0%07) MCUR\O#:WHS(5S>TGA>K>1I/-%#AZY?*Q?*AJ]*DTMU?F]JIN-Q?F]LK(P)ZW M5Z<1,7$>VE$T09'Z!$7@_^Q!KW_E=;K=0:?E\1^.#(K<3#&[Y4L&X["$;PJ+ ME$OM'2JUMYT&7BH1_.\LHLK@4K0DC?U;-HFLWV:COS4L9MU-(P3&B^X0DC') M1HD/#\<+O3N%PE5,<%(*C !#'MI0Y5A+LUYABWJIC >/3-1K^8\4?*@7$9[2 M;%1P^;9SY=@81'!.]R[%:3K&,S">0>X9.)IGH(SP7GY!V2TH^P'+5RJ[N@6J MC^$VU\ X \89,,[ B5B*"B[_/)R!MG$&SM49Z-K#_J#7P]R)%OQRCS#![TSB M#SN.2I[8%AM0EOTZ@3^^,-9-+#]""_B"D QA)+H-JM\83\-X&L;3,&&'1UI^]\IQ-J0NG(ZCT3&.QODY M&IU6NP?N1JO5M]O=J]"U\:>M3O^'_0=X&Y?2W/H=QY/>+S6L=![ M 8/1?_?[C?7A0^E?UL>/;V3OK!''&P1E[-5+>ESC>A[[@85>#/:2-<;>&/M' M,_;V9;O?<8;G3(0S-_:=*[MW)?3,Z1K[KC'VYVOLPIZ3<*[A\V[GJG+SY-OF!9VB^MT;JVY?; MC/CKQ>5'=I=LL-8B/A?A _P MBPXQ%+C UA^O6?B=VBP#&?XOBK];O_,@H!Z,.1.PVRD+%PWK4_-:P$'2+SDW MCI%QC$PUP&G8S0HN?W!E#S!LT3EES\C<,1C/J##L$H/@O1\GZ08 XX.=I M0@E::+-GL(M+T+" #P.L:SP7+TS)_?.SIP"5J?9A8\+D;GAH1_%UB?J4^AE MU&RX8SQ(XT$:#_(T_(L*+O\L/$AS\76V'N1JTX_<@]S6 V.UYD.8Z+;"L%CK M/RZU ?DI5W*/(-/9>92;F7HN'N5F"EC./1ZE8SQ*XU$:C])XE$_>6^5T'$H# M4'*^#F5[V(=O7GEVJ]WM=.^_K"TCH0Y^WH%\FIO+\W,J-S+V;)S*C12PNM0C M9[-3V3-.I7$J30:@N>A^O&*ZPC\9C MF&,X^>$KKW*KDWG#YZDH;I=0^_TM5]RG[:?E#V1NIOQJ[N:*F M[K^N]I&7 W2<9K\+'YE'B4^*,^8!:-!;+IN^BP_H+\K.\ZWB%39*HB!+-[]2 M,@Q)-IO!47!MV_HG)IY#I:^=)'E$F'WHWW/[8][@T&?CSK,ZX[&MMMM M.>/VV.FT&!_^T7_VZS?<"1C*>0,?!(E+UECEY5T"7)D 3Z7,]]9I J 2[;%B M?\0PO4N@3<#F"7^I_O+*\Y-YP!8O_9!62"\MJY$TFDN)&0Z;3F^(0B/#KW+X M^YNL]^DF:=-OJ]40OCUL#@?#FDRVU^S8A\[GJ>RAKTQX8\=KIP6$?(XU;?Z?7N3Q[*[W5D_>)0H"$VMK4X M./TKGGNIJ=WIG#DE3OQ*Z][U%VES9TZ(U:S!,R?(Z=]2W4N"D[^6NI<"YAYJ M1T*%9[[^,T'2VDR ]9GAXJ+-Z?YR[N19<['6;ITY39KF8M%<+)J+17.Q^'@7 MBZT3!VWO-)^NE+9RT4*[6_%HX?8)/@1HN]UO=WI7WM!NMYU6*5P(;Z?4!S7O MB+JN4;E#@!5.*V^-.N+I'>?AVNXK^/OK+];[*$ZU%J@?FU]*AOR)MP'0&(YI MQHLP7H3Q(HP7\2BM7YSVR:/+#XP78;R(PHMP'L^+:%@W'Z4/<3V!02S*, M?F<+JZO,>RVRBHY'PLJE%1V/%!7)*SH> 2I6''\\0E2U'/Z(%*E.:M'QB%"9 MW*(CRL'.R445R:XY(JG.G0!Y2LVY$X(;G<=K_,'F-O+[8E"?\^"A65W3&!H=TI6K[7$D0E2 M-32>(Y.CJI@\1R;+.01+=B+$&>30[$0'$S;8DV!G$SO867P,(9 0[69O?1<( M0QX@#_S,A)9,:,F$EDRRT2,MOW]EGT%LZ>FBAR:V5!<3NSWER,26]J;D&64> M[42/,P^PG5L.TD[4.+]$I-W(8@)LC@FPE23"!-CV(U@9 ;G3["$$\KKFFGT3 M43 1!1-1,,DJ)J+P$Q&%MHDHF(C"DB5N"TO\E4_\)!7?M;[BE))-8'9+40:) M96>"#?<3^

@'*XX6X6^RD<+JR/']]8HFSF''.(?&.5RRV!WC'#X9D<_< M.>P\M'/8-\ZA<0Z-<_@$KL/3>0X57/YY.(?=\W4.M_=]K(#%WJDQY9\=E%'^ MX[)C=X6E?/%IZ]*3TI-UZPK1

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

    1.9&&C%%J9*.VZR_%;']C\.MP8YQ,*8&@RV9R$GGP>VF*X M-#Y%M,%@DWN\]M?AS^#S< ZCX;\PGQM8YZ9WC58+CRGHY%FT,9Z]N2'(R'(* MDM=:CNWQ9*@8J&?#2.Z8*R4'37QAM MU\"\5\Z7G.AL;I(ULBG 'TEO=F=F;]?5+^B\&>>%F3][-:YE"IB?GLS?3.;_ MQ/D[&&:"+0R0D<# 5-@2#2$6D2DG> 1IBO9-+J%VQ'MX^K4'WAI<@6]\@4)Z M;R(O@?0@.Z;1"%93BYBCG15#[4)OVHQH>WR7G%W4J D?#^62<^V0 ZY$\C4F M$3VOPPFEJKUD'(O&^H#%@>"ZA7(]M#DS;=C?=(S,-BSL=TC()LC^&".S+86; M3PO91?[[U1 G%.VXSC,,G%X(C8F%%")+F1QG0S^,MLF=PF,9(]-(,;81>YLQ M,I.3\7SV#D[KMK@,?GF)6*Q.S&I;Q^G6*&?0H6*TF!&DA"8-JE>B>5 #9+:B MZV8^<$=9[ZO.;!$!WREVN/R7O80#5Z&X%N$SEI=H@O#9<Q>$G;EW_0L)S>HR72F.W!UOKA:?/Q;LLAI M-QU_6CSG(TZ/WQ9R^^=32/,!&)EM0L>RS+K._R2+W+C:4SB3QIJ8-^M5M^/* M;X.V_Q.H3RVY<44EN6RZ(-:V=,Q RL5H? M7K((R:4F0U7OP'7X:K(K"7VGPE1LD^E5;&\7:Y]/*KCA&.8H!N@\9.2@- MTXJ^\DI4E]\*KB195V6SA)C-GG<8_+<2<(/0ZP+6L\EL/J"C.Z8ZU%/*F&BA MAH ('AE/6=AL.9K<:$=8(C@,[KL)MD6^2P52^W/@> ZCQ5W # = 5JP3H=8Q M>3J4D@060LK,%^>M-L*GW.3J;R6: V2^D\#7)L-TN&*9TV[S/71;K$"+FC/R M:,@'MXZLDYH4GCBY@RK0IN2:]$^Z"F-?UR4MV>X@V/N^$;G:0-\4M-%%S4I0 MA83@%(N%).&DCG00&?*##V< 2!?65D[QV$9Z#><^; +C0*=X;,7 F@$0NXBO M(9M(CXU<9F9B(CAD4C.?"S!7I/+HH_=ZDVRNA\'B1E,\^B!Q&ZDUG>*AP20A MM6..5\,OJL"\E;4)G[7T YG))NB+O@ZO/[S$^O\N*KH7O@RR6#"!'[U?1RD-P0G 3,-5*#0_G=T#;KZT[ M1YXUJ5[W\=3K-?XPO2.T/ MVEON6?#TB2<.HH%=4*^)/8.V.F/046>-"CP&D1/GM>F7#%J/NN,?5M;[WWQW M>NX!Y-[AICR+)'21,003M=,89))H,N?).,=+>D+Z_6_0'W_^=53CM#SRN1X+ MU8!O/X ^]Y?&>GQ$C1,!+E,F[>N2P7% !V0M9B0+4CRA]7WE,BPWAL[^Z_&V M ^A^[US "%:EH"UY95 +Y9)'3@ZZM$Z2&2*4>T+7#5,"KU]\>Z0+WBF+(3#( M-3;9!4D."/T1A &PX&A7;I(I\ !)WX/[ZP>^^?(5QK-EC'\M6AAL5B8+Q316 M%SE!KEFVEI5HZ?LE..^;E.':#.?P%SC]-+Y^B#^ D!O$<-RB>5O6Y].K/]/% M9]P_Q.O)V3<*.//6A(K7,^^2(8U;K%4ZK.]TW+4[A78$>O8L:JF8!D$B M]Y='S'>J,J^MF+9HH8P*K-J#M&(ZRXCUCA55$HT@>A>:9$!T1GCNU&FCB@9A M)W?SF1^NE2,@7]$77@@.%J:)X#7TS3##?59)$\C8)$;W<5CGSHX!A=XB!N4F ML?!ZU%>W[UYBC,D5QA,G6TL9R:(/AF&VSCGCE&X3M;P%SZ&B4H95_1#"/79 MRH/HC%\NYR2<^?S#U7/GRSMB+Z,J( H+H68VFUI@2"M@Z*,TW(+TKDGHVJ.H MCI^LVT/MVT*:>HN_197/*RRK7+(N8%KFY-Y#N--9BDF3S:&M*4:Y@HZKW[?7^1)+MH=2^BX2'SE%XOSP<7.%9119( MI7C1);*>W@:TM"PH:''][\ZR'KZ8""&O#P:HGG MXVS\#3Y-KT-*>"PY"&0IY5#;3AH6L^),R+B>,"%$?%?$ZU_336H#Q#5JHQR 6:; 6T6&0[ M8'M.9M?0JFAP$+2I\?T-P.OT_@X06YID'3 >QU ;7+_;^#.PBS?SWZ62&M:C= M>/+INAZ(\(@Z1(8A\]IRP#)?6SU)*T0H68',X5#4V8#O\);+X+KMP)V^BCE4 MH9;'@Q9>?JZQT>1A77\L?G^/7Z>S1=WNKPW"5I$BN[S\ ($C>\MB/3PR>"@9 MR!=500?M0N'%<2S<9&5"?"I2;!<80X>5<"]#,3$P <*07RT="Y%,QE @9T%# ML+S))7NSL)*1(B?&&NN8,+96X^JV"[F= M!-D@6.0:QXOTK\MZ,?CK95UWW^%L/,TC;BR]/7'FO:6U'6D%CNB1$FU["90ST7QO07>P%#:$L]45.!2$3&5QLQTCF0>)K L)@BY8:S&Z^D,QY\F+VNU9S+R/LY@,K]87@S_E42U1"JLRCXDP82U-[@NT-\+A096!D-PC5NMC&D=:J8HADZ'FKZGF7@3:$- M38!)14K-F]RN;K8'A@LR*-9+ =K0]EQ=8Q,\\RDD5K*@@6E+:FS<'_E$@@SZ M\'D(X9Y'D &D&N/+@1FLJWC(@@%DQ[Q%CH8,.I1-XJO/*LA@)[7O%&2PB_B; M7S)W ?-#!QGLI*U';YOW$75S_5NRY&4TDLE0V_F(0HMES)8%3C^1VI40FC0& M./4@@^'4OHN$#Q%DX+DG(]Z21E(AT\=R9."$8P5U%BF"1M^MZN$)!AGL).NG M@@QV$=3000;7G/PXO?[J"M1UFTF?,FBNF$-ER:#VDL4,CN68%/GFW$K538>/ MO^=LU3F@^(:>DO M]A?.UM.&P]ZH3+]\G4[J)C)]$*'^QWCQ^=<[J3'M$K+W0G&(.Y;>TEEOX)E* M+"B,I65::P]10:)Y'7@F+S#Y)R];]L'3\Y9W>V;4K1?K1%%<:-IIA!&5]X(% MJ3BSQ07I0B+SH\E%3!=PO:^YM[_CK[-Z5H0"N4[>,H["T^"-9D&92' 5E )> M9M[D./\I8$>XV!Z:*P]NMH?418-KGT?PW4D-NYL7-/(8=! )F#2U%7NNK=B+ M!59 >.V#1*W:!-;L#/7'XM,0^FH1=+,=<>UU"RI+^L\SJ#<=FB?)P$?-2!#@ MJOF1VS02>!S6C\6<7?70M(7G(SBO3@TS>!UUK7B?76+:2\>\E.1H2&.MK8%& M;;H.=X=XJ,/YYIQII)53.<)_9%"_?/\;_-=T]O("YJO#JE)2JE?P @"85LDP ML%8R$8HCZ::H4Y-^;#M@//[Q_K LZ;Z ]=+68?>\6Z"_PQ>\/K;N +=IS/MN M>(\4_]Y*_]UY-ICR3H!ST5GCE+$, M!4-)8<#UMHAU 24^T?C[I)UOQ)<.VI M6/D3I=HN.FM L9>7\\7T"\[>XU7PR?SS^.O\NF(S=RHDIQARX$QKLC# "\>, M25H$:T"9)L% CV Z*2.^OSZG;90Q]+7*LFCP>#,N93$9RSU+0--$EZ"9MPI9 ML5H:PZT5<+SSA[,.8K:#E'&A48EI=YQP$* Z,< MXSGS&('+6)H6JX]ER MD<.\F!ZLR/( F YPPS>TY-;N^VA=P1R+D>2FD^4:($B>738Y 6TA\JG[OF%E MN"OG?L6X5V'ZY>\-HKN'"-;DZ[%VZDO:9:+N9$PEHKL\>JTN&I@\ER%_3K!?9YR0#%0196)T2P'JP)(>N4LDAZU.'Y M_>R)^M WD_EB=KG,=KDYHM9>A2 ",*YJMQ_0]89*0,UBL,E+FB_0)+9^"Y[> M'5/OR'"42C!&)V#*U8YDV<=:G<\SCCXG:;SRODU;W#L@#F\8#:'I!WU1]Q5K MB_;H=[!<9>4L1@ QBB0U*R;5>U:PS!L'K#AN0 IEI6["X@U8GI_"]Q%R@Q.P MNY!^GT[2"I5)+F@@@UL&58/Q FHF[@$M\? M*9FP.,/YXCU9M,M8]_P.9ZGVR_J$HR3)Q/.V5O_W4+L"!Q9K616'4(^*!:U> M33+CNT-\'D1II)(&29+WD;Z&5/VC2R*U3EZ#D\"\0L(E++)@@!:Y5"2F4D1N M4Q9B&Z#G2(P]Q=V@CO5]7%<7X\%9'U%(1MM;N4KX#[37,65#@8!"Z- D7W # MED-%K[17^>ZB/97(E/OC6-XSRH36&8=DZ@1/I-6)!6L\DRG$))R4ODU_EH=0 MCA5GTENYCY)E9R$W,"_O([IS<-P%5\L D6W CA,)TE=QC_*@I]0/R8KD08/P MDF$VRYH/G/D CEE5DD3P7*DF;L=AV?!$K,:AR+"+L(>^8'T]_H;OIB2CWVF7 M7/[CRJ;]@)/Q=/;[=('S7R_Q[>3C']/_A[/IZJ_K8 5 W)!:V((N=X, XLV M!*:7&3W&F@>5*[;+NA)G^?WVKF*P"G3@K ML@9K&OJ#/&U7YY(1WG/ZJ>Q$G/W>_QPHHGZ>7 MSKH3OW[Z)N)%" !:(57]0Z?LR++7Y M*A5P&@3RI;IO5G@B> M W$.(OT!S\>N@MN(XQ7S%9'O(/_[9%[+ &.^/X2_P?<']*^_M1J*MIEK ,]" ME%@S#7@M4U6SVZV(A5Q$&ERW4,-!<3T'>AU14P.>QET-!;_AI!_Z5'**')D7 M58JBT"[MR,R+RA4E!5E]NF-(:U\HSX):!]7'0S:98=RTNK(^N>[2-+K>J85P M213+N#>VIA#4.FA06);&95Z/I'VWM6I/ ,^!.8>0_4.^V&&L)()3-^)MN_4# MOB^GR74))1V5YL(R*77U%2))+%K-M Q&"95]3&(WBZD'FF?!I$-KY2&MW$ > MW*OQI\^+)R?#\E/7RZ<,!6PVK(A(TZ%(RX+B])5SP"/FJ-=KU3WIONT,XCF0 MZ% Z>,@=/Q!W'EAWV]G_>3Q;?+\N*$6LET+6!F1:$/$-[<1%(>,HHTC*);D> M[_8D@?9#\KQ8= !M/*12:)(84,7T(N?ED^#BS:1,9U^6 >(]0W ??>9@ ;C= MD:^%WZ:@8HE%0_1::T=^ME"A"$ !9+/*JQ#G1Y_>)O@6E%:Z%ICWRX J7P(+ M01NFP01II=6)FS,*OMT:]!&",Q% ,<-KGFXJ@BWG9+8U1U= M^D;,CIQ]CL MPH#.,3:[B+M!@.X.06'.N>PS1N8@25HCR5[S4CK&38RF8 #9IH/-.<;I#4>5 MP50R]/W'G8WUS7Q^2;AFXX1WP.EEHQ[(K';L89H;R8($SDJR6BJPTF''D\4G MWG3>:A]>F$-?4FPGY-UM^.J[;\I+G-$V/'D;+\:?KK*O7\R01O:!_C$O8\RC ME)4MF4RLD 1Y>E%E%G*N6?=98DFNIM1U(L; P)X!CXZIJN:!P.\QXY>O%>?Z M['#D!FJ@=3"57&MW(:V#O"BF="O-MH6], MTO@K7%Q98O63^*5R/FH9@A"TBW)?+_=J5)2@]8<\$6ZYCP*;%/SI"_R'8MDP MZAOP8N,:__7J^@Z^U\#;53[6BTF^DYO#4?F03&(Y!)(*1T&K*L\L.Y^U"2D9 MV237L0.VYT&BH94PX(7&-H=PU=AWE%*R/.7,2K:T>B+Y@\$!,I>%B"@"*'> M8X8;/,^##T,(>\#;AYO4/1K[9AH7Q6AA"7.HA; \MRQ@ &9L2<*"*T(U M66CV1OQ\R36\PK;>40QR!/!R^@TG0!+!;S@C:.^K\[B:(:,<4C;:&Q; U?[V M6'-'96 FVR",%TJO&S>=O/O'WGG>S&@IX V'?OUK.N""K*OY-8GO5#]9'6F[ M8HP.N5;7JR72B^,L.E"LUDER-M=P-6BRLCP![+QITD3\&_C1[U2XCG&ZMKS= M'CT]W#ZSE9AT4113UI"#9>AKV3_+H9XV1H9%ZAQ$0J^:]$U_$MEY MLZ6- C909.#SWE]@/IY_^#I#R&\G_X#9N/KR]2Q;C)3(@!8*A&FBC@V\Z7WF>]>H)H],Y!R(M484(#"0F8\9F 3 M32!(J-N8'W= / _][RW6#3KN?;"ZJ:H!J&00A&$[.DI2U,G2A$<2B'?,IFJB\3WP]J?M'J :R MDW*?K@:RBY /6?>A"ZX?NAK(3HKK6@!B'ZD?DA4*90@$DD7C+=-:. 8VI=I8 MT@@(IJ Y0(#CZ54#:4*&781]4M5 I,PFI+"\/";@]:(P6!T8]T%$=#+#^CW< M\ZX&LI,B!ZL&LHL6!J\&TJ^L /H,X( S4ZQCVDC+HBJ*<. ,>KO[G44OJ#%PW9L]!)$3Z*:M%% MSJM9EQ,C[\$RXGNRH@BCUXO%/MLB,_U]_H:R/Z5J($&4$E!KAJ@R665*L5BX M)"--*2Q6QV1V]?7/N1K( (Y^6QV<7#40++7,1$E,F9IGIS0P6B!KZ5LDWH?" M3>Y6G.@950,9@$4'T,;0D;8OOBR+8:Q'GR\N9^/)I^F$#'HE2.WJN@8.:&F] MS:P(42/^Z \/*3)N/'VJQ!1C-X]JM_<^!YHTE/208;>1:5-B#=K2S">2ARQ222]XL+G;X6%W+-NN6M@[FN40O]!9T@UYIZYA6 M1.^"JF7TPF98QXE=Z*^V)WC00^:-VB=N0.>L24459"!KNJ(3M C2JL>X#D\*; $"J:#BG?H2,--AW>7W>XB-E'3+4J:DWZ@R(9Q&"9D2( N;S& M8K>F--O?<=8*'5)^ \[C^6PQ>@^33U?KDY7)9\D+\S)*,EGK^B2-8[1FI8)! M9EVZM*2CA]Z9M_2O]3E[[ZWG;K'M+\(![SUO0*SHU 7&#C99=XT./U6?-KYZ M:&!=ASW$UV)67A\9)@_!.\5R#HK6?!>85]:SDD-T25FE=9=FHJ>AQ2V&T_!* MW$5J ROO;R2I+Y=?KF^71'$AI)J'$@/3T49RVDU=X&E1IYTC2^Q21J>3^NZ] M^7 [9B_93X<0W("VSA+(51+["HA!J0UF8#;6XAFZUE^A#9LY1&],=E:M6S<] M-'CWS6>HP;T%USRV_DZ1+IR-IWFYTG@:&4!M5)-K=!P:QDLQGD*23L]%?P3OSIH9V#+S@W M_J,7%JQEWG#'M"!G/FJO2.$<>3!:9CQL%=#F#-HIR>VFEP2;Q6YZGNWG[B*[[9'7 U-)E MV@3J."Y27X4]JO\>TFZPCVS$)@T90*:N0A T+7VU)FB*A:FDDU$ %G23 CB' M8\ 3+LXA"+"+D!LH_CU^FUY\JY7\-D6N^10*[466%2,D.7!06 RUW#WM2=YQ MZ:QKXO0^BNKPAD)_Q3THEC>4U!LX)5O$@9GEULY C6:8JL.QK,F<4 M@05+V(*'@J0[T*9;E8 G7G3&NAU\4W;NN@F(LE%IKKXC:TD0(8+Z0 M!^NR==('$#HT+_U_]KH?2+X-NES=K:6YM& ,1*DA:29\H54&@V QV<1\]@&E M]R7')F=)ZT">BUO72\ ->K_N\AYP8V_09D M2KD2B@(60 +3F>R+J)UA#K,J$+,F _.<-?^$(]=:\;N(MX'"?X'Y$LW-F72V M25C'BN>T@7'N:H9A8B:*+!.B46V.>N_#./QNWEW4YF^;IQ05< MES_0(7DRKI&94OL?6M('2.0L!9.S4UX*;*+E=2!GK^=>DAUP-F< M31;7QTW99##61(88R7BD@3$ 4DLP!>C;R[BNATJ>7PMYCNDOGZ;?_IT>?:5@ M^F)=KQM>>^ZF65])#EC]H4*Y0K%B:A<+?5>YG.OBQ;N_^*"QA?#";?1]_13/;=1[:F%TVNHPC9&>4M68LE<%*4B()L MDR)I2FS42]?T"-Q:5WLIJ_O# M!]'2GF-94P\$B"DY+5(IU=.O&9N9VUQ7)BUY'NTUJF9Z69J];;6S>L5A=;1I M7&N:RLI&B]DX+3,M<-+K+ MI__K8@-VU]3#$3;3U] +XC O/JQN]UXZ$^U= M66,RD32N%02#DHP)XP0".=L[:/Q1"#WK)7R&&2XQO)Q^^4K6,ES9:K.:>;5L M7O;]]B/OKKK@+='^=M- *80".NI^7U;9\6Y8_G;^X7'R>SL;_@WD$%K*SSC*#F7P/](K1$@\,5- ^UW;9 M$$Y*EMM&/+I?:TS.;_3 MBUM')/?9>H;+"H&17#3O.# 7HP%'*Z7B37H,-AG-CTGRHW*B1]B!. #*&M8#%"8!D]CP_0,N+G$45>:%7!J6(Y(.M"XL&N58 MDJ!O%ERR&]FXT3CHH7#J2U3$0N&=E?G(5$8BS@ MN+.%<"C3C-]+"#\FYW:7?H-R#'L+8L7Q5W^2L3.>X_P>S=],%K/Q9#Y.5UQ/ M1'6NI& AU%J,X P+0*-UKGAM!&@.33)2#C&X'Y.[I\28!AEV??.P M7OU9O\114%%:9R-##R2UX!.+R3@68Z@)U#HX:&+M=H/WPW&P@=8&#).ZB<5; MW91^P-DW,FHV8_T(?ZYN4E^3E#>-PIJ(7-C$ '))J8%'ZJ3B2*9$+(-JAW9D,,Z('(O/MX?K+["+P8L)'0 M];#>S:8),<_K;%S>TJZ9Y7D4.4?A8F%0"MG>,@06-3T28!029)UII1>Y M.#)5$BW\Q5@6-)DM&JR4<8U>6^(T]WK]#\.A VFH1>.C3BOO[]/)M^7YZA7H MY2'"W9_7U??WZ>(_<7&[+H\X^"(Y#RPD&YAVR=+(DF/:C>S*&GD]G:V^53\G2 G>JEPD,T:[6JT$6 Q6,*YE M,DI*5.O+\(E/A8W#_#D_3H=%&R;-,-=8^T1MO+N4ES-M"O_UE.EGN MA*OHC9$@'U0&GIA4V=+0BF)X?TPTV&$V''!N(? M[]YNU3/@9IVXC/,T&R_]BIJ8.S*&G-$<+9,^&*:SRBQR^B/S8NA?X$II4G*@ MU8!^3-(?FQD;*-__4J[.OS?S^27F7Y?]>*^VI*O@TAO4RTEZ/7UKQLY(1LQ> M"LV$%2319"6KNQ:+A40:4!I=FAS$[8GWQR/L ?2Z@8^]+]3V%AN-;_F#?V(- M%R4K[!O.X-/U9G,U[NNAYI$#*T JR1PG.TL+5TM78F >@;QQ;P'T:85=[C2\ M'X_MI\>:#9.C]XW@'9-I=01^A? ]SLDSP>I(O+Y<7,ZP3GR8)-I>9 HN^,Q< ML>1*@$*RJ);^!%>6NR!%:%.Y>E>D/QQEV^IR _MZW^E]2)\Q7U[0O!CF%N>J MIHGQ*O-LD4$->J8YY5A(KK"L.$954.G2I37@[BMQB]$,R&*XN#A9[AZ?"9O2 M.OY7E65>_.]T,24 __%OB]DEWGYS.EG@GXM7%TOQ_,>_S?'3EP?>^Q[Q/U6H M-^VQ2RH!4 %3CM>^NB&QD+EG,IF0O4VFH&T2YG,7Q;$*%IT *=;#?/96SC&R MAN:/)HTLAS')U4C_';Y.G=WT&^3K@[S!;ES-=JS&MM_ M)X7,WW_X^W6'W@+%8PK,J& )G!(L*!0L2E]4XL>*R9'I["0#J0-+("!X\M*X:I*4L!713RH- MI*T6M:FO$H&7J[8&D63BDMD:(Z1=]BQZ^BFF0 MGKV"LIH&7< T+5Y_%\V1ZM;OJYO-.NXAV'8KP@J40),Y!& @O*%%+],&9Z5G M*0)&R\%&TR2'^ !:?JI&?1,E[R+/PSE/RTV/-D=:!6^KB)844^(<:)1 .Y-7 MFGE?1^Z,ETC+%^I#^D2;,!ZAUOG^VNSFY_161:NR2H]"O6W :WUT46!D"+HP M;;)B9.(8Q@/F;'CD6;8K.M -X_-FS7ZJ:+#67)O/5P6J%0C)M6<8ED&X/C-? M+#G>\,>1HKPIFCW20619;R,03-%JE(HN*)Q9\"!RM#I:? M5KV\74=X1C/E %0]_*S:@V>G5)WZR8&N55[SD0-$)>JYO&8: IG8DF: M8E+ MI[T3V"2T_% #_#F=CC*=>K#LC*MCCX1)--2$3#A1R*]4F4'AAED9,JT#X[E!U*0BQD.&==@3\3[7SBM<,P =& (//&*V M:-)Y3:I'?:@]5;%/<8QU.&L)J4NKZ%=8X$VO@Q>1Q@1I,7+&1)H-Y&!$EVNU MF,3J,303R4D3H$BEV]GA!QWJ&:UW QX%G2Z;SLI[[2Z+$8W7)N$Y0VEK[=R: MYIUH.==61JDS(MHSL\6[#_Y(<^R$27[X@Z1A&7I6L_2^]_^T(*P"R:,VU8VA MU=7JQ+SSFB%7(M&ZJV,YK2800TO@YWP]VGQMR=4S/LIZ6A!*::_)I6,>.:U9 M*0@&,@%])367(GML5/+A5"3P<](>;=*VY.HYGIA=SG#^M!2 QFP320$"5^3$ M<-*E"87E9%"DY!'TF5G$NPS_YW0]VG1MQM+S/(;KL%X%XXHG?T!J0ZN4U(H! M:LV4APSHK7-X6M%7S7S7'4-G6]N)Q.2/,/N$B]_P&UZ\2)_']'<>:1^L+MPR M)1-YY\U$T?IHUW2!I&6HQ M?MH]8S4J"O,>##-1!Z2-UKB@6W#VQ&JZ'90(C]9QVT4AYU("J\N8?M9QV[V. MVTY<.40MK'T4?2XD3C6R2 M@M@;HZ>#(_9+%,*=X3$*B].DX-;5/AKP[U7$[ M.>[NHM^#UW$#&2UJM R1#&6=O25PD;,BL^%2D"SQ9QVW0RA^ISINNVCM=+,I M[Q06.TH2Y2/O/U+N9%>)K*5,(I!;4H+.4AM-3DHTPDFCI5<)%1:Y1\KD(TB. MGBD90^8A)4GZ]XE6>*R]7TQB/)L$SDM-[MM)G=7]=O1,R=5QR=O+Q7Q!RA]/ M/MV-%T6O"Q=>DBP!F#8T=*A5.DHR.;KDE>&G%?/[Z'!.%*:EP6O?GVT9R1@P?D&+M6+\' M/TXI.FQS!AB-1 :D,6@7J_59(@O>>88&47'K9+&G=:-U[MF$ITOU'LQH<2_R M6(NUS9WE54A"%_)WN J9Z5(+U"!/3 1AR*>7CKRA)ES>&>I/OK;7\"G%"SV, MMW@QR:_^_#J>+9]P.^FR<@XD)A:A!EF@I4D7K&9&>E]O(XT[S>7XR9']9/S) M\>>4@G2V6EL@6]?+KKS5TBDK2R=+X3*XF@87:>L55C&O4+'$?:#_I"6MG>)< MV7VH/V?-:;'I!%VWCB,>N>B]FBQDOCLD05LCU.:&>CV:CJ.-Y.+YI)FULD:R>\Z 2V &0L1">E%1#[Z."#E3)(C,PLSY&3X2PHQ5E.2ID22S3IM&J[ M#C'JGS.PL>5X.$Z>]L7!X^N.@AA*C@R##O6<,]13',F"X H,)B_A)*?>7N[9 M42\9'E4#"*6#2H8);PK3LG@6N,S+R]R8@ PO=9RF],.,[XS6NM,X3VK!FQ-< MI9X^;'YT]$A;2,HU\$&8:C093[M+%LR#Y+RD!US\.I[7Q.:E071=A\5:(8M1A84<:O"FH+4CTGH"4 !C2)&7D]QX M'AW5SQER-(X\G #VV$6.M\_S]UB52]]_.9TLAWH)%Q]Q]D6.O,F@5:XQS:"N MZG!YJY!EF;P--EO=L-G58<=Z1I-E>+8.7 &Y-=5:75ST&/)V2W7;D,7(%E*- M0621_&BR6J,C92G'HK!!1I&B"^U2MP\[UI^SZWRHUNKNHL>0=S9=MTN"2^6+ M%Y:9E"73SI&K2 8&R\%%&0*W+1O2G80(?L[%LR?F"5Y]W!GR&QK9>#(?IZOB MB,&G0+H0C&M7VQ_Y6BI2&5J*%!HK@W?YM,J8/C6BGQ/HU&C3ZDQOF%WZ_L!H M,\9@LJH%-VQPM!D+Q4)2B4%1(?G@$&V[J_4F0_HY(TZ.."=X!/?T9OGBTZ<9 M?H+%VLA'I28KR9"9+$C.8>:6@1>19:Z4<#8+CR>9[;/WB'].J'.C78L3O\'J M0&JMK$(I&+B4F?9>,0^!'$&(V5OCK/-MHH]_P!*PO0ZPCZ+QTRP!6]!X(]"0 MX"0P78O+!PZY]C^,0?ELI&]R)?/,2L#N1(1'2\#NHI"3"BU_I,A>ES']+ &[ M>PG8G;ARB#*:^RCZ7$@, 8HVTK"B#+D%+A46,6DF<@Y"Q"24.(YU?#+DW:D$ M[,EQ=Q?]-N#LJR]?+Z;?$>^47ED5$K77*O9N67RX@_3=93/3 ^H"_5>OT M) 7>2<:YJ8S +.?PL4WL?P6U[ MM5OMOQ_/__OU#.O)#LYPOG@/"QQYJ!60A\-K(-SOF/7GLY!?IZ+U549Q6 MA9NN(SO!_6]8I@]V-MB$*Z=4QW;3 *\/0/\QO:#'7- *NARB\]P883D#K(:! M+H'Y!(49LC2$36"5.4ZJ9_^Q_9P01^;+*87J/3;$JQ@,B%R:9)$EC60G&Q%8 MU(DS=!@Y:.]\;E>EH\F0?LP)<'QVG%*II\=&]NOXVSB32;Z_,Y@$HL.. B Q,-Q*FKT'=F/.0M.ABLG&*[V:-V/#1U^(V8$VML8*IN8 M]C3W09=2._S*Q*TJWIUD@M".X_PY44Z(1RVBV@:[5PRA.(5%L&*$9[I$S0)( MR0QJB"%8B*;-7O$CAA3T(?A1-'Z:(060@L5$FU12FM.>E2+S,M(,S-*[H##E M_#.D8& B/-%5MKM"SN8VML.8?H84[--5=@>N'*:K[.Z*/A<2Q^!4Y"$R )K= M6I.M @$",XY+19ZN#/HX)^0G0]X=N\J>&'=WT>]!0PJX#,HC&<2RT!\Z!\6\ MI3]DRBKKH(N#)B=PSSVD8">%=PXIV$5;APHI>#.A+_$C_(E[W?+?_?5!+MZW MXEEOPZHP0*J1YCYIA^!%D;P$H46(Q,K2L-F%;DQ@H M&Z)RW%E!$LO:*Z%*0"V,BC$J.7H490^YT9S"^6*<8))?3V?D\T^N?OC;=#[_ M!0M]Z^Z']X\XZ?O*H772?]QK&K0J$<4S"MH,:_@'K25!YIR"U$YD**,!)=!# MWS=]C=_-IM_&=?^GUPVNXJYO&5JK>XUN79'6IL"C+)(V$B&E+UD*CT99F6/" M>XO7'N/LH;O;O*0W]3U?EIOI, I[]-%#:ZG[.-94(RR2;@2H1(ZZ<1*DB<(7 MG1V/EB;@J.M+]C/YZK#NON+V5,LFQW,D&X1+-#4S 9@WVC#!13TT;12XUHA9L9P] MTGA,89%;P60.4H14+'>ETWCV>OWA[-1A-'IM9!Y(X U"<]Y^Q5I)=_*I[D O M83;[OBKW6P41'=EL%8^&:FW35Y X4RJXHC!#]DT.Q[=#.E=Z#"SL!K[LKUB0 MV)MIL,177,RW0_U]NOAP&?\+T^+C]+80\P@\@.("F Q%,5VR8S$+9&0"*9^+ MLD+D%FSIC?S<2758U34("=EA )O0&[+8DA"16(AH'?3+S_4H\\WDQ9?IY60Q(DBR.HK,*>^8 MSM(RKXRB_3P+D5P&:%/=8U>@Y\Z=IHII4&_F[Y,\GB]FXWA)'L KF-6R:?.W M977Z0VOC?$P.\VR,\Y'QW"RCT;(41'G(R,!@9%(4XXI!;U63%:<[Q',G3R-E M-"B;"MO('@A6/%U&)S+A86-;FVBB2#5A&)19-@N?W@/E/N M#*FDA]0*C:AU(YUW.(&+Q7C9>>PZJ_)%2K-+S"/!2Y#!5;- %Z:YHC4Q)\=, MP*"5S<[(0_*K"^9G2K+!U;7AE'7OT_:E)/8!7K-6)G-$GDP%@67!9, M1R49*&Y8B#0HBS;0MSK=SO3'%6)M?[6"(-"(4 R:Y1E&FOUE.P"RTXJ[U5T%J 3 MB?J@.&OZ'$S\&XC3^[A]$_A7\\7X"VW%;\N[Z7P^)K#U%'=$4D@VA,(\UTA0 M16'@@?:C6C1 <2MSFP#:[A#/E4:-E;&!-WN?F:\/_"I](A:?M$V*.9EJH?^0 MF?=DLY&'X%0IWO!UP_KIN(>#9#2U7 [V$+S=#9>?%\&?0?D M%BR-PFJE:[TMVN; *3+0N9/2:^/:G EMAG/HM*,!U+MMPN\OY@;7_P]1K2*N MN^!JF0>T#=AQ(L(H57D\LMZKCS[OLJ=(#LV1&T#;9>6'&JA:"D$6AFY M(4P9DFY1PFM!%BEYP[_1)R_^O\O9>)['Z4X2 M3:01"7#('%?+DQ6R3E/03 :+ LC5<4XWR;5['-7<('IO>3PV@8OW^ TGE_@! M9]_&"=^\_[""EQ!5+.15.9_J>%5@OKC"BDBQH-*<_FMC)SR*ZYDP8DCI;XVS M:Y?;6'-#IY.:#3HM#X+"8++IQGH\5*92OW[I-7G^VLD.M9TGM6'ZJWA8GKUSSK1 M:AO*\>1R//FTBD*=3EJE,+9&-WA>W"&EN<8\8V@WDK0Y.2,TK3KD^'#4GJ3:@YM_GR2JN%!J^+ M3LKYS$&"D"[;#-&HT1XCVE4?+^'K> $7RTRJ?81^[_<'D>QV1.MK<2F:7+<@ M$:PV&8*7$A,/Z+23&O-H&[8^,MH_07[#4P:75X<4^0Q2R<13X37!VOA(YA)J M4XN1."N\&#V.LX_LADZ\[?SLP>6\=^HMKT:"LC)RH[0OTD>>M)?@0!4HZ3YG M&^3>7INZ+R]@/G];EJ^YO;111(1"DZD6[Q),AY29-]4%4B#1@"ZR- G V8BF MKR]%YM>7Z63YS&5ME/G*5?@?6AG 69FSMDQQ@[4C'S)?VZ9Z:V0N$KB(3!^J/P?6':BA1-[@R.T.M'

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

    S1#N'?2\=-#N'<1> .0>6P0=)F:@!NT M(PE*G7Q&&5GE) %.C7>)&1VK7(HYIB'<.ZE[AR'X MI6X]=\-[8=! 9W J:AYMQ5+)IH=P'P*: R7= %:V- &-R8,T29,0)" 'G!/+ M5:D/03>-\J2]J8*5QH=P]^+4["?E!G!R,IG,_O33"&]F\U>SB[#,%Y/[,^JN MQD!9A7A/I9\X&"*C!>*!ET6@D6M!RZ2-*N4WNU#9B ^T)R3N%M!4TT\#X+N] M*7_T\P_SE?C2JLKR(\Q/OZ#,1S0;&@-R98.51-(4B(^>$VURI!JE*V65DIIN MY#42H?4#MPH::0YG*Q86)Q?++[/Y^+\AC0"R5-):PJ+$K9V7D2[))P*08K;2 MZ0Q5B@H?)ZN13;(&K@[20*-X>KM87" G@8;LH\'P-D+ D +C"L_0#&.<2X.6 M"M^M-#SN(9*&KIZNCJ,])-\HACY<+!=+/RW5,B,;>*"9>0(:@Q:IF"..!R#< M2(J"L^!"E;S $W0-7=E<'4W[ZJ !2-W(S#^\B-$\O(T$H6EHI,^%, M,@F2 K#:QR('.5(5ZY5[A5;?NF@+7O#9-\BC#;[MXV6)98=45&AL=4L$=RV@1CGO%7*@ZDS MU.H8NZ:T+GSUDWB)T;F[6,B/-$#SNSB6/YT.Y^^LCH3))Z9,UB5=IKO(8 M43][^^/GW[_O3LP\O_^-N' M=Z]>?SI]_?_\_O;LOPXMP>[ZF KUV'MQV']Q]B,7!832$:%I2'26(DJ%)[8, M/&0A0)+@%)A*'8\Z4-=S>;8 88Y3K0J5Q@S]<09$PF+3"J3K+.B;JE26^79 M/:'BB?KL783>P#;W>-4HAIY:,29PST9-2]"\]$ESI)R,XS8>2@/'_[/KLW=2 M]T[UV;O(O@$@;2\CS4ZI$&(B"2F.KMS 5[BTJ$H$5QM-+)2*=E<#.T=1G[V3=I^LS]Y% MU U@Y8$^7QMFLK!"6%Q ++A2XI!,:?%EB=$J9N-33+J*V_,H5;H6?&Q9,F>M9BCY9DJ6!ET7A"!X)!T6I+'->)^OK3!;;3LZPY_K]XZ8'H3< MG0X-KS:,<>FS=%:AV=0HL.2 .(91!C4J4FL#2%EK]G,W"H<]ZJ^PJ55130.8 MV]Y$9<,+[M$ZE- V!Z MY Y73B)*AY>CV>1^(IPE5720S!L SY9K.,!X M#D(AZ)DN@_FD)SYY2:*2BED7H5*:^HCN1NZBXZ?O1NXB\!8@<_^JE0J4N9@4 M 260@^@$\=8Z(HSP7K@H>*ARRV3/2VW/>1-R)^4^?:EM%TD/>G-_,5^.7JZ] M-W367N<,%NFB/NMT1XBY$F,YG8,J@Q.F89V!AM MITT*GW<#-_BWNYCI2E C5?S[[U%5)#^@W>G"SY5+Z)0N70B!24W0YZ/W;K#G'MHFX?8.QBUP[14@.^U2=893L^^OGRQ]G<3Q<^ M%K86+W[<_,UJZ>JH! M):TTAK?-TA1! A?H4F:@NJP80YRDAN!R,8%*B;YLE;N[]TD9UI>OI?1'L+6' M!@;$4"D^'+T;HY5=_GB]+D3\VVR2;IP$6%V&.,5NZ MVQ<>^TMT;&5]7#CFR,5^V-*P"I21C9(D(!1)MC089-G_?CQ76:]/2Z5 MA]9I2B9[KTAB"=>IYXHX"*6!HTDY9R7MW8KS!]!:B\)&LA0]P+<)'3;@4[X: M?QLGF*;%C<+JEW[Q9>13TE9R1Z0NO:^IML1:'E"RCBM\$86O^OM3ERCY++PHN0C14I$EIMSCF9*$MK[P-!A=KS*J<$#]#37"Z:7 MG?4 F?\S;:REXWNPUI"L6:G/%13Y!DTDH%IPI61> ]_KGZU& 4?N0+'2 P9=_<( MGM@8$N$@II8L+:EI9?)Q$] J1EA'ZF3=(( MHI559194)%:5WA@^4$L3]>"K7'Q\A*9NF&H];=NW\!NP5[=862V*2TY>SLH- MN^47]%F3%4%X%@DXW.FE!84>O)7E HT,"72(=8YCNQ#7#5G'DI7M71V#>E^K M..6& <8(Y1-\W80E]\WQB)<+H8)2(E,IFN)!$(LB(S:!%9HQ(X7H%!MU?V8W M^!Q%IK62H!LP4H^ZBJL%LAX8OACQ&&PNB6*(H:3G3"#>12!>"\NUCN5$[-D= M^)L4=L-;Z^G4NHIIPL%ZS&^\Q5GT.5D3(Q$HL;*6.+%.9F)4ELX8%H6J4P77 MD?S_UTN:D/1%&953K922AC]1(R:"W" M1"6NK;:2)5L#=SM3V@V S]FDNZ>T605%#7UX>O#OL%CB MDON0[^6>-TVG(_-:6BJ)S_A# M3MTS*N18L3=*S@2?<&TYS]'4)VJ)<\H1YB1W2CHEA*N*NFYX:_U@X/F4T/Z1 MP"TQ?(+QVI(GY9W@0A"ERI!U7QK,.HS#'5@=-(U"YBI],W8GM1LB_RF."@Y7 M56Y'^KJA[EB.'&HHI4&LO8)8EA"\07E>L[88&4W!46O0B.,/::,G M'FP@RCG-N0:EZIQ =*2O&]:.Y1"BAE*&+VA[B+NU^7X[7?-XR>M()>-50-^! MNB) !N@[9"@"#!BO"P="5!FXV(V\;H!K_=BBHDH:L&U=,D4K%S;GR#./D_'U[:>:IF4C)9D48+[E,N=R@(JPX4W0;)8)_-.X M7^F M8Y/=%=, XF[U[*#<)6>,(>"<(-*GXJ&H3(2.HC0F#TY7.9/;N2.*:/WPXV#Q M'MA$XO6TQ[3>X>TSO!?:@/!$&;3 4N2((@P8U@=!E4B.65TO\_P\#5%$Z^:Y/\LLWZO>,*6;QH[]8&Q 7U=$3K*+11Q9D) M(\9Y M*X2,VL@JB>T#:&ZD#5IO>+LW .:9U-F 0WFC'\?U36)8W\1[!7'BRRT#ID7* ME'/B6!EID;3&5XR66Z1<:,\!]Y0:$.U"7"/MSZIAL7<%-0"ZVU?5'V8+ S"= M>>:$NE"J/#CZ39 S84G0D'C&=ZMDQ3O2UTAOLVK0JZ&FWM#W?'[ER>G?WKS[ M\(_37AW'JR^M[1ENI[Y_UZ]TVB(,DBGB8#6G&#%2+G![PJAB M&H..C+BL[/'=(ZH'1Z]\Y\?YK"R&].+'[PM(;ZY?&R.+HC%)V1'HD6U#$BK;(<6W2LA5::>^RI3E*])&!99 M0P#@WI:[ES8:P-&ME'LY-9S&,09)-R.ILUE'\5Z)TC.OM!:1.!L4D<6%\2D[ MC*B 2OROL+%*YX(:S P;J#2 [<$1TL J>07XY#A>][4!;]:I L_1998J!F)+ M;EC1E*6+X$0=+^ F$<-:W.$A<;>;VK[Z:0!;#W5/*>%^7:VJ6<'F\-:#SH:^2'5R7HZA_GNMPVEZ>_[5C^=K__PM MJG;Z>1PF<+)8P')QU5_ZU]DL_3F>3$:40A)2!**MTT0::XCCG".<%.,,N&>I M6P^&0Z@8-H_3#":?5YL-&,Q+NJ^97#G>01IG O7$*&T)2BL3YS(G0K.D0TY: MN2HW7;:3,VP'^F; V:/.&D#>J\UCUU)<==XOQA]>P!0P_AOA^H$0 LI%9F1' M*EZNU!H2A(2<9,A1U>E%_SA=P[:D;PZ+?6IQZ%W\S6P.X\]3M.FKJSZ_^O&T M"/3#M BT_+^<*WSS$UBW?CW]@MO$&V]OW0,VQC^V8 .Y2&F[CJ>LWH*3+W(;^".;)9I@0O1L)[ M+QT3)$D5D!E2*^NKC,E]A*9A&^ W ]F^M=<8%&\LJI%+!B)5 MI.A G<6RI\E3305FJ&[8W?,/SVU=CP5Q'7<5V,LXM5\^T( MN( PB'N)A*R/&C9NRR?XAL_R$S3^J]KX4N"$HKX<>K;ZS"BKZ!*-CBAE 84I M.+*>(HF21<-44#;*3AM\3P1UPFNU:PO-X'4P'3<03-V]N7E#NINK'M?'PY&! MD-$0 UZC1ZXCL:406R"_)E-J&%3IN-Z=Q&[Y^&KW*9H!=&7E-@G;^^MW1).D M%EUK$E:-+%%0Q%-NB0^41I&"2U!EDQU%2,0I@.KF;G1\Y M[&%09515E'Z3.^IJK=SA#EU??&=^@>2-?1A/5K[*B!GET4IKXEU90$FNVAID M0GG6UJF8.50Y]#F YF%/AH:U?[WKM$GX7ATL(#-6\<"R=D27>:2RB-.I8$E( M3#L1HF"NROVY1ZD:]D!H, CNJY>A#WGNEKCZX,HW-TDBDXYQX"9%DX)*;2(.G U_+&38Z::"(O)(V]\?I M#)=A39RNSYVZ"U.X.["E'H]!!94E?. M1$>$+[S9Q *O@MKN)#9Y-:TJ@.Y>3:NCS2;RX?=XNW7:3ZT4$;UPJC,*C4F# MKC@3Q' =A<*]3,0J6?#'B&KR,MF@:-Q78VW@;SZ+ &E1>EZ7.J??_/*BM"C& M5?5R-IE 7 FNE.!?,UG\>TYQ*^+&)_2BG"%>!'3#DS?!PF)1QJMO'*KKL<44J$NE*XD#BPNTL!6$)T(!52$[FZ!* M,G,7(H=-K[< VEH:;A8S$Q3+Q M!TR,6K%@8QUSNQN=PV;D&T)M#;TV =SN,A[YI&0RRA&;9:G5QU?.*%INYOF$ M;KB,H$(HUE6!]2A(SR,OXY^E*??U M0RQ=]BS)R>FLD[""5VF0^2!%36:KJL+CD8AK?UTU +I/\'7CT7S([V;3S^5* MWFV&C$E6,2=)R&46*L- ,4!BQ$J1.7KB1KHJ^:DG*6LR2?6<(.Q7=\/?)-JV MN,JP!!0H7'/X"@+N+C8PP/^AQ!3^B+$<$NM$&"LE6"%Z&JH,U7F:M":344.9 MQAZTUX"-W,[1=:ONVXUL1QYY$ ;]G9C+U,H4%$%9*N+!HQ>=(2M9)2S:C:FX"\RZ$.F-N MMY/39#9IJ!U\3RT-OVVO:@^O./F0+UM E$6$[.![%_.2"1,V.FTY 2=$N/1RG0S$>?1R98H"9-3.A*JGD-O)&K8#1T-([$%KK:+P MMNMZ,DWK-P ]W#63H)UFF9>Z%<.(U,BI=4D0H9WC1@1@L4[XO#NMPW;@:!.O MO>JWH1U^6T0V7S=F6L^=&0E& RT-<4S0Y2*"H\2:8(E6TZYXNM;Y$V M<&>-%H#:K_H:"*)OY)*8)[$AG-ZC^GW)\T[=B&\!M=PF/I 5PBG/"F=*E#-!A+&@,B=8H)-X;D9_S M/L?>:/UG/N>II,X&BCA>YPSQ1J+B$SH46SN&?@*4XSBBN[$J"YRFVV_<^.3( M,PC!NTR\B^C 2R.)50R(2#(F#4'[.G<]*O R;(Z^6GG'T%IOP$(?Q.S'U1SL M^_=J-_WR;XIU+>H1L\XH$RTQ7-DRG!$C ^8=B4%J&H--65:I+GU>-H<]3JBV M7!K&2@-;R&%F0ZN4,NJ F REQR]H$D EDKR@R@27,Z]R'E9_6ZAVOM$FSG?2 MY-ZP_;I:32B!^;(!\ 8>:71.$*4-+:5F@013_BH,%2!\%*[*0,7ZX*UV$M(H M>'?1Y('@?3WM)^U\>O'UZV0E2C^Y%.7;:9[-S]?*O!0J;A?">4V)*JETR340 MQTTBS+$<06+TPZJU2PZ$S$QX MG@G7>M6^A1$G2TM3:KS$4))I6:OU\1U2!FY*\BSH.4C\O0'H7W^Y)^)W^,;J M5ZO?E'_U"?)/Y<_?/[V]]?VEN":-_7@:_X+;S=PA:/#. ?%>2B*#,L1;DPF@9Y24CA;J="1_F*1#;<]-&;^<31?X M]>ER_N%-27_(FX2NGURY!8M7XT6;^YE(S1)Q M%D-UC-Z3\X9FL%5BUKX9&7@V<#\8O&OJ!M5VNX;R=/QY.L[C6%KYW!/\/C;R M\2_LR3SN0'5]RQAC-(&90))QN&.6R;U6)T&,SBZ#3\FF*L/$ZEG&1\5[O0*4 M]!C\2$!?DV(!NH(3%%FBF-D;-N\^V?>M*P.8J>$=._;!M( M<=T*-N[RHC73FO.,LF$60:\RP?\S!+T5-!E*E:ES_O\(4<->E*YDA'K30@.( M^KU.,JCH=;W K$R9Q*8H^"53KI6=YM=R!RVXJ<2$BMJJ@$<;FH^[I;CW8U& MO$>ZK2=&ZG(5FP,)BG*B0("GC-*4JVRJG:@;ME2GEH?6NUX: -MU8^=[JT9E M&GC0))"BS/.IOO] M4<1K[D;.&&%UN<:G(P8R5 <2M"G1C'!"R&1SJG+%HA-UPUX8K@2P_O72 -@> MG/!Q=Q%EI8 "=\0F@XL(4B).E[ITH40(7B0M:MWZ[43@P'=_JT4*%=33 .S> ME1[S\*[<@[B_[\N45"KG92*5F:YEO%>PEK#L5> Z1YZK%!0^0M/ MW4K@:LO M)32 I\NY!2]GYV$\7=_[W!AD+ZU.GF7"A4"## $E)$T@&H2G-A@G696\Z\,D M#7R;MM;93S\J: !,O\YFZ<_Q9(+V]BTJ9OIY7.9/XUJY'Z-$Y:P)I7L"]8%( MKR5Q+'HB!(L6DJ?>5_'"NI/8#6S'EN.OI*(&P'>7G3?CZ7@)[\;?(&U6D[7. M9Y4E!L*1$2EE(I9S3Z+)6C&N7+K>B7HNN'^S M:2PIO]D$/_CYZG+!G=7CK.3.BXP1,P":[NQ)H!)ER%2DW@EES),U./L\N!N6 MCB7Q7UWT31BNS06#>Z$)2@M8"4T@&B)MP.5!92;22,D#.@!)5LFO/D10-V@= M6R:_%_$W *-7,!]_0VU\VQ*3&$8U]X(H57JFE@M/%AD@(8 5SJ6L=)44Q,,D M=8/2L:7G>U)! V!Z,YO#^//TY<6\-.;[<3;WTX5?3V)$SW'UU\G-2.5F_)M9 MD"R6_KRY>(V^F&'D.PN:60XLVRI5DWM3W V*QY;4?QX%-H#4TG/\7N1B339* M,1)1N9 UKV/O[M'2#5W'EM$_5.A#._._^?D?L)(*2FQV M8QG<6PS,*"X-(YZ7Q< U)2YK0Q@'C$ZB2UKE3EY\UR=VJU4]EFQ\/6$W8'E. MTC>8+\<+Y.SE;'$_?Q(RX[KTL:4ZE&DQU!.G(R7)N:B\9L'0*AU.GJ"K&\*. M+27?IS(:P-;I%Q3F"[^ ]')V_A5P[U[=N_RZN8R),0N*&OW,$^B4$)R3AVE5=);>]#:#8/'ELBOK;0&/:(2=6*UEFMBF"#F.YQN>MU!8@QRJ>UQ-T=7R^U1& ]AZX\?S MO_O)!=RX7OYVBG*Z.+^N4B9.*G0T-0\\5CDXZD1= M-YP=6R*_?\4T@+:7LY4Y7K_+&>.EE>C21ZG5)339+R&,H(ED@PPA(? MJ:(A&V!W;Z;U=N/H(9JZ(>M8TOI]*Z$)/)V?CU=5E"7!LFZG_1FF5Q>8;]AE M[Y6RI>$4E1'CG&0X"DMRHEU,AC(7O:WBJ'4GL1O:CBW37TE%0RO(-X& M+-5[^/.&G.:S*;Z,<&,KO\N?BD$RZS6QX 21&47G'."*2-ZI8$$J7>6:T:Z$ M=@/?L67RJZJK 3A>>9>_@2_=HZZ+=.\RQL&(*- >>^-+J2['>";(H0&8%E(#1P]* MEXNX/G/BO=6$.:IU3E2%.B%5Q09@\0NDB]5\L/E\-G\Y0P1?';#>N*A\?3'Y M1O,I%ZT1981.,B@$B=XF<9H9XH7S68I$*XV".X3H9AOO[(*M>SG;Y])B SOM M-:_;[Y&N+,.- ]VL>99!DFSSZLA$$&NR)L91RQ,34O@J2W8W,IMM[M,/*GO7 M5%,XO#=EX"Z?5RPR)I*BH F-#)=:3@[]6>0S(9]962:"J!*#[$%KL[V!^D%D M'9T=J3MXMPO)XA4L_7C2OX/XX(.>PV7LQF5])S(S!CZ!("X(5Q(MEE@K48P^ M&.&,,S15&5%:SXE\)+C_,'^YFF[U=GKS$ZBT,6)IM0&,N(S1ABAQ115Y,(RW M' \9EQKN",)9YT25&WH'4=VL&[D+NG9(TO2LQP'W[\5\.2K6?]/Q^^3[>#'* M/"'I% @( :4C)91;^XX(D2P'*CAC77(R^-4WX(=_NPN]+<\>%DC/J/%9/^)O M!SFO9N>X^XPH%U8R)4GPFA,IM"8^94,@66UY1"'P+@5RNV)G_?1AT'.P#K=C M80^!#HR&TPA3CX'UQSE\&\\N%I,?G^#K;(Y>Y6]P'F ^XC3I$#PG1DGDA:*? M:G46A!MPZ+Y*[DV7#$DG<#Q%3!-8V4?'LTH";R"(W-?^HF,,;U&BN.YH#+3T MF,_1X+K3W*!, ZZ[$$%ZK3F+37E/5Y0/F_)X_HUO&)4W@/%2R?PAERO[)1MY M"O-OXPBOOV_&W[X"I"N.5XK'UQ/8U)F>G..RWDQQ&27%F &#"QK*V327C%A* M%1%4 @W,9F&KG)D=3OIQNG=[8NU>I3U]U)#C29# M2.:#5<0RM!O2J%P*P2*A(3-OD^82JMRC>)BDXS3 _4"S)T4-731U!O'+=#:9 M??[AUZ5@*+Y+/J@T@8%T95BI(+AAT=*$+A&I9,+%9)2&.WVT'BB7>N0APR:) MAX%0KX)OP&;]"E.8^])*YR2=CZ?CQ:J0]1M?1U(B=!LDR8 MLEGEP*105?;>)^@:M@O]L-:K3Y4U@,!.GH +P0+3EFA51C%[I8FS?&6;1;9) M)5VG;*HW)Z]:5?NP6.Q=>4=ZAG:2TG@UPW5R8W1OK7.T1Q_V'&=IW;FM?YZ6 MDE(L^D"4P14L@\7]5F)8'B&XP!TWS%;)@/1_GK:>BO1DV=LH<8GK2#'BLT,7 M5=B *PD75M39&!\M.AFIDVOW]+.:/>?:1>NWIT[U*]\&]L]MHQLVH]C0V,<2 MYY0,O?,V*)U<#7 L3/^]M#4T)F/ M5YMG_@;SB"[N\L5L]D>Y17YY#&228TY(D@3%&)Q[17PPC 06>$!O,R0O.^V0 MCS^G=>SLH]A9'2FW IAWLQ]^LOSQ"?[T\W3)"'@F:#G ":X<7I>^=B$P1;0) M908-$YQVNUKXV%.&S;<^'U@.EO#04%E-^+CD9C,B:\-&T#QEIQ41EI=B4"T0 M[,:2B.0':R/CRG<"RL//&#:G6A\F/4EWZ#J@DE99;\OU!:0L &P<$A8$IX8SQR1,65BHRIY M6*>LS,)KTR\6!J_LV4]C=W6^A_@&UOIOX^GX_.)\0S@ZY\:E%(B4IMR==Y8$ MI2TI]ZH<-3'Y3I>,.NG]UI,'UOP^>IOU(<2AM>^_WR!<)20-'1S<"@OU4* O MG",Q\\RB\&@,N]SJZ:;]FT\>9A?H3?M["[&!],>#D[E>_#C#KUB91 "JF($260BJWU"+1T28EK82LY+-B[9JV89,DO>.A*][V5$X#>"M]/R_PZZY8N331 MTAOJ-+*!X5XIQL-E629+@ 85*WDS-L36-M^].#"AIPCEY(O ' E"DSUWVF5_%&$LIE M)2+Q/A&=KK^2WA:%_%SYY7"TWXUB>ET.,JF<:38,2!:= MI\1RC*5E\H[@TA;(B$/!*:>"JM*0\$&*ALW#-P?#?C37 31"5Y=%IQ&6 GP MJC@8?2$FROJ1U!4/&^.U4&XNI^ 4I])K406 #] S;&*_.?CUH;4&P/=W-.97 MUVDRYT#+6;\, DVW=<2QB,%=](I&+W2JTS3K!@V=0-;[;*KGB%#V%70[&+D, M_)V4WJ(YS:F,H%%6$P^9X:)A&GU@JJ'.S;5;5 SKDNVMR^V8V$.P#:#B 8N\ MLK9HE>,7^#"]NL) E0.%7(E2"RTQ5B)!:$6L#X9SQ;6K,V5J!QJ;0-0^2.@6 M8QZLEJ- W'6Z,+BDK**T+,N,IIIBF,X52M2!5S* HNXYTQ_;:!S6GW].Q.VG MEJ&/"QYU"-Y=M8DQ-!F-_B+AJTO(-G&"_AXE*E AC#+.NSNW6_9I._%NIP:A MO0]AK.DAU1+VT/CY.(>O?GSOEO#)8@'+EQ?S(NZ1\]X:;13A"HVOE(D2YV(D M3&0!T7%I?;>RK X/:[67Q)[:G544]=#0>>B&^;NQ#^/)>/GCDBD,5+FWF:,! ME:K$F(+8E#4!;1A505#)0R?\='UBJUP!1%:$WBJ0KGEY!G /NW:\N8#G[ M!'&&,EYUK;J8%^FNYJ.-'.59:@9$E[E",F@@W@$M,+)6<9MSZ'8"W@LIJP*G?=K7^BN'-1?@-J_\-::1CXHXJ4UK7,R(S51BR<$UL\#HA>UK) M*G[];F2V6D!V&$:?065#F\LK=M;=.C[.9Y_G_GR]LF;YQI(;)0,R<2'1B1"! M2*=BJ4=!H\>84BYPD9SJ9!,[/[+5ZHT>#%\=L;=NW2[]"71 K85 "?.X2F36 MDO@D2J=DF2$X)ARK4BW=A;A6$_+/8,GV44\#D,/%\VV\0 6]FC3.R MI$1P20HTY"&6TB2#OH/(9;*R ? \2>LK&;^G:.L$1G=L8*REG";JN]^,T26% M=^-O@(MGZ:>?QV6=E8SC#:Z2C=[;-"#!B;"\HD!NH>JG07[D)< MMWPP/5;0]:Z?!JS<)T@ Y\6@OY]-8W%>9ZN)/<@@H/Z696&AX^KG\Q^E/N&\ M"';$0A*9>4]$I.B_TI*NI,H17%U*"\.9KW/XO@^QW3!Y=(<4SZ:_!C!Z^\;0 M&Q]APT>D7%F!*\QK60Y@0.$KP]#!L%H'FH#5L84/$=0-:T=WEM&K'IK#T^5* M^>27<%K&IZ;-'3+_&>F6EI!'ECUQK-0OA.BSJG)[H#N)W3!W M=*<7E775A+]WDO#;EAC*WQB*1\&[4L@"R9=YO4P0;YPBD8.P63*5Z@S@O$]* M-UP=[8G#@;)OP(H]6;_^:/GZIEAK':JSD4B@1$J4&/?_L?=ES6TE.;I_Y<9] MQW3N2\1]LR;FOC!R0=J8]/\?YI^O7;V?+6@N&,-(5Y =<[2].1BOO0X/)JOTPOMH7+I2,P%.]),(1P1R?:@^NE@X#BYL;YP^Q-3"DR!8M@8\JT5ID((=.J);4H23AN98@M M->\6@$L4&U,?:I]EUFPCUFWL]G7^E5I^]F/^B3IY>+RNK@='66L)R$ M'$-"*VN<%$%9S2E.X@E*(FMBUB>V'I<^&&TC:*<#3U?Y6^/Q MGKG=_<9MPQ.)%:FM $[Y(BB9(HG8_:ANEB%6[\AF%YOKCHTK!+EO+P@P9*,3:@O5L- M5ZJX,9.4F4PRD)F4D.J%=P61DFX*/0/C,2O*CMH,\AB2BXX=WC8(O+=!/9JF MC\PAOIW.PBQ-P\G-L?ZU5,+9C7YVWX,>XK4M'>P^$CB$(XZFMAE29 8VJ3IR M6(+324)R/'DL17/6).D[2.2XH5'2!WZ?SQ;W;73"%/)5BS>ALP-5IR@ZY2R$ MZ)T707+GFNR\#\9!QPYX&^0]&G$>5,,=[/!<,_[ZYRTO\W:!_WV.L_1SU5,L MH;2IU%%[AE'^KP*KV_.UI6"(A8L8@FJ;##Y.6R=P/"QJ'L/N0"KL"94/,739 M(\H$3-850_8MR-SK*,AHC0#*-&,J03O!F\2S&]#6"2J'PL,&V?D^RND4;\MK ML[T:^9!X44X8X(;"^@L;M8F#9ESIP%F,L(/?Z MY_67_W>*"R+JV\_W=?KCRE"M%3XY4S,X4>>:E$!!C620I<4BF8U*MPVGGR1O MW /E[I;?H139$SSOY)[W^+LT;H5$0IV^PS4CXV;.0] B0AU8*BQ7PK2YRKH5 ME9WXR %ALHF;'$1G/0'RXB!@)3%^Y?HILPO9*O"IU,L;/M.R@H(XP^PS"];G M)CV@GZ"I$[ -CX3',+>G6CI%F+@:9RDX9Z&>9E$@4>-E#XX3(.B;O/XH\393 MU9^@J9.U=Q2$[:*6'A!V?^_VPNEG8Z)TQ(:N%6K1,(AH-.3(L41,.>HF=:F/ MT#-NX58G4=T JNH <;7C]9+>7,7X&1<_IHE$]*$\=(A09Y(L'_[1I15S(]"+ MPDB DN3):],\77N?N=HWSWNCL E,AV1BY'5Y"%3-.U%Q!_#^;3[#G[^%Q3_Q M[.WY+%\-O?&!%50V W=UU$WM8^6RUV"L\8J78GV;^NN'R1D77Z2F^P>_SY?3L>LQ29C'75J+!1 $J>0O1"0?..V:2X*-)XFY0';1ROP]L3!+0:DBU*>$OF MQ9NLL ^3,V[-?C>H&T!7'2#N#2ZF/TAY/_!&.I^FRW]>!,JZU"H/!5D47T=$ MV8L&:=:(P(*S6?!&+74>)VI<]/61+@^FM*X >-6/N9KME7T&[X-T!JS-&E0( M%$8X1U\5G731)@379,E]BJAQ$XSA5/\HIO;40P>8>CM?X/3K[-<_ZR"-K[7M M;>TL<94""1F3\ H8R[7KHQ 09>TK00Q:U*KDDIIL_SU!5"^8VE?UZ]MZ0^FA M!TP-X/G?7_=7X2H54=N72%_;RF=/44+)DN(%GGQD(CAT34 X)!?CS*3H:RD> M#Q8=V,3#+0 >*!N>:"EE*$%"XJ:.40BEWD\KD%30/.K,,FLSN6=3"CLY03X\ MBC9J(;*O2CO ZJTN 0]QPYR1)=,*E[(/)*EBP',K*!W4P0BA0I9-ZEN?)JN3 M4^?143F@\CJ XH4X'V)$QL(Q"P7),P/*U+O_D5MPCH(PKC4ZVR3A?I2BXS^< M'@: PZALL'8->Z=&%^.-TL^'TLGE[_.S-[BD3]6NO:^6_Q?SUU6;\NL/7$]) M>G5S!6ZB+9-D;%C3 U/7 P9!&4H4I$DFH"O:M0EI6W%T_#M-PV"_#\@T$L(?%U7P$)8\,YL?XN-PYI[B* MB]IB-<=ZN80S!0%S '3!6,.\4GZ3&XP;P?5I4L8!Y&&A,&^BE[$[E%)0_1V_ MAD6-QWZ9+[[_V]7A"7KABA(0@BXD&A$A,".)$>Z+LEA8*L^%E$^]8#S$#*F\ M^<"2[&#OZ,GS7\9EX$I:* 9C%4ZA?(H+L"4JDDXNK,W-K+WK-;K>PMQ],1Q< M:5T!\('#8JE84H$'$(91/)SJ;31.X;$PUAJWJ=?81@\= M8.K).H$DI-/16#!8IW0Z3S8GO8)(UAABYK;H-DV8RO5;U.OL8T>>L#4 M!GU9N"S)9A4@.[,];P!@QRS5:JGK@Y?]E\VA5=@3*I_H MW2*YE][:#,QF#DI'!QYS AV3PU)89&T:N;^(5DM;X6&'5DO;**=3O-WKY6.= MS8;K!"[%4#L'%'!,99 ARJ2=RBXT.75^&:V6MD+$+JV6ME%/KY"[O3I'LJJ0/LK08-KT8, MGB^G,UPN/^/7BP/+NC80XM"*N3UM&BQ%#Q&T(NYOK-'Y#&(LCH%W=6)J35.60K<2^*"K##7 MXGCIP7OTSB=+,7R3NMS'21IW,1I&Y1O@: ?Y=X"D5RDMSO&N,:[<<$Q)1&L4 MY)Q+[2I(26%2 G)AB9E0K, F=82/$=0?BG91^/H]@R&DWP&*WLTRENEL>H;O MIS\POR/-S+Y.R5M?>/O7/W\+_S5?_'(2EA=9@"8&*!'0(#!3O)!5 5]O!">3 MHQ9)%>&:I$E;TKD1YLS+7C);JK9_Y-XP=ZLH*15!B8T\Z$H]:D3&6HJ$P MIE1VPFO3YISQF!;F9GC9')=[*Z\#;'XX^X:+>XQ=[E2C0.YE E84 Q5IF?&6 M;%HS6ER*#$[Z)BU0GJ"I6\SMCX5Y&\6,?./H4RW+7!DA,4SA29U7(VHC9X9D MA P38.UDSHPQ;*/;]AM=+KI^ZT9X<2]S9=U=_#U@YF9JFXO66,BIEG-(JP9%2RF8)C[T)GMXFZ-F[-M$.VIL7><[B&]DK?]&SO7T_/22<).3-5PZ*$'6 MBP91@!>&44+"/3<,<\J#746\\^:1-;^+WN9#"'%L[8<_;Q'.T+'H*0E%6X=! M>A00K1.0T4<=6*C3H0;3_NTWCW,8/9CV=Q;BR-K_#YQ^_5;[L/S 1;@6 TL* MT3!3F\/6(WD".-T7IBQF#NA5,]AJ#NHW.>@+DK6F(\FJ3/T2)@J2456V, MO2I+*TJ"DU%R+H(QL4EO^B=HZ@1LPR-A@R&5NZBE X3=DM6*F7J3=V63D:PP ML50'K'-?YR:QNLO*(,7(6"TQ";;)MO5C!&V&+?:RE]U!M-4IZJ[L4B1'0;$' MJ3'5ZB4';B4H$S%YR<@LF[BUQTD:UZL-H_(-<+2#_,FVM^P/ M-H&#O]!6@^/CH@.C^#LYCO?SY?+#[%:/_%HW5Q06#6BMKT>:OE[@C63>])=7 MPNCUJV3#@/M!:CK)2@Z/COG0JMH9;S]P$>>#-P#[?7[1 _K5Z?Q\=C91(CK! M:24)3$I:OJPFV10+@3-*Q8R/Q39N_G67H$YN\(^.NT$4UH&K:]B'GHF(5F9P M+!M0*@:( CV@%)&%Q)#9-D6-HXXNZ+I[U##0[P,R8Z=IPTKA[PM:PR8\()-9 M(*&:T@8EHP5G$R5IP0=ADA0\RHURN ;$'7]+C?W0WX72.U@P;@*N080QR34E M3I'8S[8F*25!T,5!=#8R3>J0;=KK#LS'\=_['CH>/SP\>K".^3S_,3TY>7?Z MG5126:C"F%B=@[:UN:<@,*J\RL2+K//+A8L9N6LS24[7S$5,W)/[A2!YO;7"(H1D&=A"/II2W3K$IP7:MJ+R^&OKAX%D M.]5VCMN;6ZLG]4K,?5Z92;5270$Z6>^_&++14OMQ5/&=@_SM#9^3PFQ6MDY_+(+6'&0> J?5)TOD15/4+&V;K@F;T?<""E[: M8W=7?8Z])?:X#;Y_T ;73]@GR6:;6>)0PNK8IDZI0JG))HLH2E%<;M>F4CRR M_[4O)2_@"'B W:Z#ZK,#'_O$W=F'AE1S*WVIY^E&$D_*UUHE%!R8DSI?G$W_9Z7\C[B8SC.?&$X@0T&& M*;". S0(GOD$UDFTCE8?S&T&C.]&[V9H_BL_'R#]*;3Z:Q6.]VHYN()? J6O".89+!E"2:7"-LP-CI3CM)8W M\S]FSTE!!A]J538P61LA),])(Q2E1>]XR<)F+INT0J8Z*OSB!1\7\^^X M./L99KG*Z7ME\W<\NTOX]?$D5*W?O/!57*[&TD[JGJ_U60&K!9(J\00A4+B1-&<,O:#8 MMTG/^&W/OJ"FVV9+R3EU_0[_YP(6:QEID"6DH,*V8,7%/J;)- '+4UJ M3U$]<%F]9,[I M)@,3GR>M=W>U#6HV=E>[*>;HG-0O\]/O\UDMJ9V71S[R9C4);DA'ML5+VSJ[ M7;D_F$.,2>0Z8QL4B[7F-#%PM>^9R\$[;)E'MI@3V[ARW0="]D9\ME-3!9LVC MW+S^>=UQ1,525'"4SULM+J:A1,\,Q,1C]JJV(VFR\[(!;2//%VT"BDV7Y1TU MU#/H;CLAQ!*!*R.R*T(X9@\; W;2&&AP/&PSOX@X;ZI#=OFW^^,\=6)E@0)"0.M"^@81&T#A&R"425JV::7XZ,4=8JM M776_OHH.HH@NVE'4>/F<('HMHDM&,#-K>.WSZU/M]Z[)"&N' V-$D4%YT:@[ MZ"/TC-N,HC6>AE#"V"7!;\\7L^G9^0))/JMQ(>O,&.\YHC-01&V700X<@J M5A3&"YIB4UPKTWGLROLS;QJW>T,KK POY+$1\_J-@+/A"\?M?] 4/RU$ MWD%@]#[,\I4!('G&8 4)Q%!RK+F!8(0"+ITN27+IL4F3@1L2QNT/T'JIVE'4 M'8#D4(!&1IBL]T=2HT:36U, M%,%;[L%8X5+2QG#?Y*!R* 8ZS0Z'P>PH6MX>W?X"W3/\6BD=:&]BU1XH5;;> M5<:^DF:7EZ::44GM#3"=$112^.*(")!1*BV38DHTB?.>H*G3O',8% ZEBP[< MYJ.2^AW/)D4'RGR, &D]+0&V% @\DJ!2$=QAT;DTP=531'6:D#9>DK?5QN[( MFI^%DQ$*-5[E/+UH*/MN5N:+TTNW/G1IQI.O:5N,L3F'ARNI%592BAO!%%XO M(2 #7RA-42REH%,V/!XVQ3MX^45214=6/%&:+7EKS:'&M6!S\NBSU:)-5=I+ M*;_8!D$[EU]LHZ0.EM37@=A(^/D;XMG[^NFJK7J"2TE3[EGI WX,;R;_^ M^1UG>57:M'PWJ]?S,;\^/_M]?O:?>/8Q3#.QR7501D#0E4V!FCCD$:3E+ :A MBW)-3DMWI+?[PX"]L'D '?9[[VY5.+73#NWE;PZTZ?H0'0/MHUX\^N;&D522 M%64@2(*)$O6 AY<,$;.M,\&#BDU:!]XE8^\J,<(HX@X9H_:E+L/R:5E/L@8>2_[#B,Q!O$M&'2HW6VR<3"NV1T M%TE.2TK(1;AP H5F13: MI[!)OD\/O04'^M32C#W4-M]7ACTH_NK*,9$7FP^-K>M\!_&-K/7?IK/IZ?GI)>$JZ,0%1PBK Y:9)/00A99@>**I*4MJVTJ,J*.V;,F@TZ>)VWL[&- )&RP M9[&'6CH%VB>8S=(V] M!7M8B.VJD+&W\"LO\\5=7CZL9'4V_W(QPN$,^80<>\C(&(CH-"A)7SG):_VB MX90J8,:R62^CS=XW]@[J\-AI)>PN_-/E2=:$A1238 J$J.F UT0X9Q%8RMQD MPU#G1I[HDH)Q+XZV]3F["+D7=+R:Y4]5$R>KDJDE3B@O5);7X2[)T<*;1 #O M4P97K#-*CV@^GW__?K)*4,+)+V'Y[>W)_(]A M;A=O]?Q!#WAVX:E1:0L&[1022$1V]$<]%[!.$?8L"E^,%+E1 C/D^<_=!?=C M^+GJ_#:Q4A?O7 916]XH'1T$YB-D]"E&0S_33>X5/$S.V!G9SGI?]SD#2+N# M9>O3].NWLP_E'\N+26L?(MGIJ 1P.3'M)OX,P[&ENK@^G/I2WTQFM M ]-P\G&^7+5@^K4Z^^4TGM!O+2FF*)GLQ19P,=<*)Z/ )1)#RC$$;3,KV*3H M:R@&QG5V0X)J*[PVTG"_R/Y]?G&1D*2J2V99D\_GEB,HC@6"]A:8U,17-+7C MW $A>T/9V+OSK7WECCKH%U03,D\ML[%@G0R@O E >50$9Q@)B#L699-]G'VR MS8;;]*T!M)6\!VOC.!1L_@-K!(KY%06%X2OEGK4OSNVC=#Y)PI.[SP$L-QJ4 MBAHBSX7\/S(IHTJ.-QGRM2VA8^_L-P+:P!KJSG&M\5?';M>^2I\H%OB(B[0* M.G'V_.\7<2XI<_\.0'_C:?G7U;3I %6TIPE"H%2IH49^"% M%!"+XT4:XVQNQ/YN!'>UW;8-=K:ZU3B4QCI84S?E\S\Q++[\,9](+472/H"P MD8)6F0(ET)*#RCI1]ES'JC79(MF2SJYVZ@Z!PUWT=$%N)=D M7[)$",D4<,S+P+ABNDVC[JTI[6H#Y& 0W%I'1P;"M_/SQ41I:66=,&]EI*C5 M&5$X1UJN]IE.006=]?5$0&R#I?70I!O-]Q2G.M2@A IX<+B M4^1DAK95E?AF!&X$._N"8+>51CHXV'B2KW_,\N6V)>9?_TSTT5>G]5\3$9TH MVEJ(AN7:,DE"4,*08,GM"Z$ITSK\SLQCU&Z$07?L&!Q$5_O.>/S2_)Q6H$C6 MUIQ*47BAC'.4XKO: 5 EFV) (YHXO'W.:?T18&L(>;^ ,XK)6F(T\"G%A!_\ MG&*=H^N3BK_M+LZ_S^?YC^G)29CE=T3_[&LM,;IHQ5CG/NP@P6>>.)#0MJ%[ MH!.=JU>^NO_*>B1X,E^>+_#:@F7D*)FPD'FI72K)T&)6'DI23 >*);AN4M"T M%97[NO:-7G;3+C%:7I"'"-;K>E<\D ="SR$4I)4M<&]-D\J<[<@<]^RG'VWNCYQ[$]S7L!;X=-AFRA#515ZGV62R40SD=)3BF";%U M+],TF>EQ4 ]X,P5K_5WT^BM*UKK&>A2L1"$@<4_!72F\!O04B+$0=4X4R^'M\=&L;-7:P$77#XC4_UZR(I'4TDE:0'"DUD(I8\;6B4VD5 M.$\YR":IV!,TC7OR/0;R]E-+5PA[.YU-SRCU_('WQ+=F1#(Y(P4/M;B$C"@1 MLS&H -*HJ&6*1?#&OG!C6L<]"!\#D6W4V!%2YT^Q^/:\#KNZ/8[MLJ?(&N]) M%87$)XB,!NJV#:T#%!U+KV762C#$ILYS"";&/6$_/+8/KOACS8AN!/;$Y_:H M"A[P[0?)KG:7QR@YF#7P;+_CNRO/.[W M?_TSG9SGZ>SK-7_)"26041QCBZK-PPK$@H6BG.)1%I&Y;E(7LBVAQY0L[0.\ MI@KL *!/!"5U%+7VE@(,:\%H7[OC>4_YH#6@I:ASKYP*;;JO/$W6,>5%^X!O M0.5TT;KD 2;>S=8-*$B3O$B%,CE#!F0%<16X \]*PMH?78LFF[B;$'=,2>[SM(,G&YOR.<\3M'!85(T2.$92A/T*. M 4S@D1;6K)1L4KP]T@'/G6. B1,88[(%6&*R7B\6$)W7@-E8:[65JLVX@T?H M.:;48QO<;+!=OK4Z.@CTKEO]O#Y?3F>X7'[&KZNZT]6L*B>B+(%3F.IS!J6M M@*!D@)IM:6:"<+;-CN)35(T\P6T(O3\VS&]O)?2 J O:W\QK>XR)$*B-EQ1] MTK)?3XX0(EH/21E="B5#:)N$;7>HZ&3FW_[:7>P#&IU7L<$G_Y6 K M(24KJD3(V=46^XY#5)H!&4XNQFHI=QXX\MVL81>\NJ [\_]LP M7?Q[.#G'US]_PU#CK2J2MPO\[W.G/4>46R]$D8 MU:2OP0:TC;L:#8Z'Q_ VD'(ZQ=OR]_EL@;5EY73V]=)5.^X0E8^ /M,:C,Z M*\F#,)S[DF40N4FM_8;T=8*[H7"Q >[V55(7^^-72\'[Z^E$P5EIT),]YFQ! M64])0Z _/-#]?+B?> M9*DS)W%@'6"60H80C8$2#7V_>.ML#>MM44 MCC&G96#@# 6EQ)\#9Y,FM!CD!8UQ;9KF-2F':5Z1,! "6RJI Q#>=>.87Z5T M?GI^4EL0K'EV4Q276GI(N=Y?3]90;I=UW_?ID\!5<845(A\+*#*F.LY:@V8NRZ2(J=ADG-W39(W;?FQ89 VH M@ '3Q -7LORR&L^WG,ZN/A9_?L+O))B:2%UM9[I<]E9&J.4O1AD M(BI9P"I." T.R0RXAJ*29B;Q9$33=6C4LI=BG.!!:>"Z[E!J7YO(^ 0ENP+BH0H.QYQGPI J4R%O;!AY8\LI;4&5>8I!H5// MA5G'4/:RE9Z>*WO91FAC*_T*_U_F5U]=,'')BG0I!\4D6)0&5%QU3J*T-<,SG<75*>'M\P)7W3TP ,%W4H+2Y*()(X2CJ@">F0X!G#X'WTSS]BIFW\P5.O\XN)L6G MGU\68;8\62GH[Q3FK1CD1F;GZZ068Q*%X5C Y3H:G,2>SL@ M'0)E RNF(XG:ZI(BPE2$4*S)-<2M@J$#GGH.$@QM M(]0]@Z%?9WG$$\[YZ??YK&X\SN\=\OXQ/?OVYE952[L&8CM1<9@SS[WE,\[A MIZT[?3H#5@^F? P0O2H02E"E:,$R;]IBZ\"'G\]UP)SDX%14C('(M2.A(Y_@ MR)V#%=H84ROG0^/.N<^1V$=*.3RZ=F];NI72.EB0G^#G]<_?PG_-%[^?F:@C&"."^6*YLBBHUZ1U@\Y?SY=G\%!>?\"('6WZ;?K\\K)I89J5/5@*R0(N+DHPB;VY!ZZ2X-SI( MW20_?H*F;C&W/Q;F;10S]OGAY_/OWT^F#_,A#29MF(,4R"15\0J=>,NXN[R$0,ZB8QX;+A1RJ1*ZH][D4SK@'$>H,QTQ\A!@D"$$N M7&3RW3%O!))[CQYW#_=@T-A/I!VL41_.ON'BGHPN6,DYDA2"AKQJ.N(#Y3Y: M6F"4#\48F(BER2'U$S2-NVE[R#5J*,5T@+$GQ':SGVEYD8P"1BA<\UK4P>OX M#@:F6"^L3]J:0[<3?M];D<182>)N6NH;>7]?U-,0Y,A4Q^(Y0V!QKV^NE;YS=NJMX^[+9Q*%7GJ< 0DM)')(C M#\4$*($[Y;Q )=NT)MJ:U&ZC_.98'$)W^Y[>'Z*5?Y!9T'^N=KXE?E@2E/-& M!22Z8&LY94Y-SE%Z;N4_)NZVUY_)W M\B9?_L"3'_C;?';V;3E1I7A;4@+F;08E?8:H3 *>"ONU(;[?) M8'<0WEJ[1PGBM_/SQ40(G[Q#) .MG9\\)>)>4_"6N7$\6"=+.71]V1/D=GMV MU1N$M];M<2*8/CO)7E&6$1%*M*$N-AI"/3*V201#Z"M*=1 77Y$[[AV(8T+P MMKH].@2_*O3F:U:]41(C#\"2K6T^ZST25@+0"A2+*,1U.'15Y7,T;X1E\Q?' M\NY:[AO0=8.]Q*!3P @N)D'I-&F7V,93W!3MU>>_F]%3SU>=#V_ *Q#1U3H]GPVME](I M9ZT+OW'-OAX_#KF(-KHVY6\G\^^?L'%:?WZP_G9DL*I M.I-ACXJ)#9XZH.O9AOZV+DFA9[&N5CJ5#(IG!9%%#C$JQC.IU?$FNS/M@I<; MZ%\4#'MK7$0NB*7:!KJV+_(A1)#&E^"1TQ+:Y!3@ 5JZ=#K;(."AH&4?>7>0 M0M]E877?4R0T5EN$8KTCB2CRF$8[$,G'Q*T0KLW4I_NDC ^8O;3[)%JV%G5W M8+EU#2:YH )W C#K59_K%

    ,K)F!5!$O6FEZ8_@M*UVJ[ESC'XJ-@+=;N\?MZ)G>+@=0 NC ZT6 M9JR8_#S]\T$>*VO?YN=+RG>^_$$__;GZE4M6!7/!6AD /?U1XU((HDB(.JJB M;32Y;':??S\ZQJW#:0"\PVEE; #6LHK-C:Q^^OI*.^7]0^5LJWY3P F M)#+A.;(D-UM@=Z1@W,J9!HOK(30Q-MRJ/54>+XSF%J?_F"WK-';,=UG^+?R\ M9VKUMRY95R8S%8(#'P76J\VL]KNLG?\-CX6R+!+&1B 5@D"4>C0 FO)9?9 MQ<2WBQ#WH&8C%+HC0N&A-30V)&]RLE^G7[^=/6MXJT]=N7GA2S!90^&QGA(+ M UXR^LK:P"+FJ-:'+CZ;)F]-Q$8 ],<#P$/IHQ_T;]/%V<^KP61D M88)3C"N%XF1DFJ*-(A$8BLB3M$FX#3<%]Z1DL]UH=HP0/(!JNCM+>W_=<$0Y MZ3WWE/%+1FP$53O/U'*ZB"8YD;()S0H-'Z"GIVWHH8]@=Q-Z!]BY73\S2<5K MK5( :27)@]9Y"#D[PKW+26@GW;I+&@8PMXGHZ6QL1ZW.!Q+Q8,7IP\#C8E#0 MV:1>!^5)*"@ZU896P8#3-D"Q3 =*C@T%C:U1+#L(O!^YG_=YN3W M^2Q=,J.3]2I("\++.M;5,_*YCD*^(!%KMX=HF]1W/$Q.3R=4PP-H1[%WL"S= ME?"*&K*?'Y,IP+7W&21+;*&3(,=/7FI/ 0+N8OW^7M;4CU'MLYF9!*3@4K CB)Q DW"%X'\LJIU%VZ MPG.;,?.6"M_>:T MMZVT]\YCYLE>7O!4@4-D6 "ME28FEY0[LFN"ZXEID$F3?W1@M?I])^*^T^7VF_C:B[ \NM_56)PE,.0/&8=H:,B%L(IG;B0ZYY M\+J@;G9AZ2@J[;=2]*:5]MM(?>PSCKWJNH7(VB=?;R=P8C3I^A5%@\QY'M&* M'*Q^+KIYJ97V6X%@L$K[;30R-O3V++5%ET.P@8$NQM:!UP:B+*Q>_:^=T@V) M^=G0^E %T(>OO-\9?@?4RM@ '*:0(M2NT%F",[[N]B<&@?E<^_Y;BQ2VLK!9 M@<'!2ET.7XV_NR\\M(;&AN3 Y;91E&!*'993$%?-/B$X:X"6".(])F/7D\Q^ MBJ0/7[^_,TQ'U-KH@-V[$%>R>FJ!&IRLC3V391 Q&LB%6^ZYBKFXS3!ZD"+I MP]?N[P[+@^IF;"3N>&4PH#$Q$G=(-@?*\ S1QPS$>=$.(PKM-PLCVUWFSM\/?[^ MX6%+38P.MQTO'13N(J\1;V2LAKTY 65F!LBVDN&%:[7>96.$RQ^'+[O??U^F MH1[&QMH^E=V>E^)1*4"4F:)6*2$6)BB(E1*+43'I;?=C7DJE_0";,6WUT0_N M=BSGQE*KMDL"J;D")54 .ZW%*=.3*?$1SLX7T]G7^8RR)^(EFV'EB,XGAA)H!\?VM8[W[+*.]PO]SNI$FID266(, MF+/UPHJHQ74Q@D=F2W)%.=&L>'J=F)[.MO:O\]A;W!U"YM*:K-&IR((0A"&Q M6$YV188$5I IF21B]O?A>LAX[9'GHJ."JOU[,+F*J MO0(215ZA" C1&]""^T )IS:X66O-Q]\Q[IHS(!B&E.6(D%@NSB:?PNSKA1\U M(KDL6 $G8JW*K7Y4: OD6U-!+[(JFUR0H(?>\A?TKW5?<>>M/54U[!Z&["[( M'K1_M:F47/#.U@$K7I(?LQZ<- Y*]M$F::12F_2'WUS_8ZX0>VAL7><[B&]D MK?\VG4U/ST^O#DQXL=ZG3,XJUE%O)E)FI:O'(B]%KC +W.3:^$9ZO_/FD36_ MB][F0PAQ;.V'/V\1KE$HC3F B;Y"OW#PM'J!171:9VOD^K*_A_9OOWF<8& P M[>\LQ [RA;O+WB?,>/J]"OXC+J;SO/*(CB010NWCF&MA'6H)E&0)T"R[&MUF MX?@&L-CS=L%#I/548#;T!96]5=$]N*Z#;L=-,+43 K.@.&5/43E):&#(O%8B MXP'&1#Q,7$^7#O8'Q%9XVT$[W2/NP^RZ?IU'7L"(7[A7# MHM8[%QX"=-?T]8R[78"Q%?)VTU+WX+NI@M,E,,XIO+"6,2!):0C)1S+:$G50 M&'4^P W/1^GKZ3C@X.#;34O]@^_6W1W#O! 1-; L*49QGI'PB@!>FS9:DE[* M!^A^\02%/6T$'1Z .VJJ PC>/:Q=Q2?)RL)U5I I[0'E?9T=+S(P:52B/-B' MU*3!PWU2>JKZWS]7V%/4W8'ETJR$ID5=5X0'K\BL6+T-$PO(I)*6(9B@FG3+ M>(B8<6.P?17\)%YVD'8'B/F$/^8G/Z:SKP\6A;CD"SE( T5S09E0*! ]1Q!U MN)YEPIHVW>B>I*HG#.VB]'DK#731'^P]GA$Z/Y0+;J[67"VMY+5%L(RZ#IU6 MX&I_&AZ1D72$5J;)BO40,>-&XH/#9V]YCW]DGN:GIU/B8KV(\6I.4Z1 37K( M=82XBMR#-\2+=Z$@Z3THO=DE\6=>-&Z /!@N!I=I!XO4^^D,UQ NM DEY@"% MLSKFE0=PA1))FXT5S@>N/#;Q*/=(&7>_?'A_LI^L.T#+OX?%M.8"M=_F*L;3 M(0H5D@+NBJY]S#G$9!*X[#P*YTJ.3;:&U@GIZ;[J_MG27F+N#"97A=72%E]D M !]$ )5I[8S*:K"890DQ*PJ]6@.EASQI/]4^@9,=Y-P!4EZ'Y8KZZSW,;!(W M%HICY%T9L_523@(=>18)4@'(;LH=3Z8A#O QZ_GBWF>GYR$JRO2 MRB='T2>"+D76NQ3D5@4R2%[G;*43')L@9)V0<5.=@3&REY1'1$G&*25I7\/) MK[.SJUVGK'/01D= C!11D2 @A#K/4Y= WUX5Q]P'R/(*(4M,__9U_N-O].@+ M<- 7ZYAXX+4]M3#8/?[85YXC0^&"ZDM[0')FSL@(B2E9:Z,Y64868))"8[UU M/CW@*+;&P>UWCK-N[*VT^0 2''NGX_+ZW>?SN)SF:5C\O#F4-R8RI<@=IDSP MIRR-4VR% ;C@EGFII4UKM<%/7V=\X!WC*7YWA3UP>7%?Z740+SPV&R!()56J MXVM60T@HQP;O5;W?H+TPPJC$=(NP89^!9 =J0C)T(>!N0N\..[=F0'AO=0Q! M@F8AU+(>DDV=#I@-@5_QD(([0+OJ+<=O''Q0V5;:WG3\QC:B[PY"3TZGL=9F M\J01;*B#!+2BE%\("TS'J M2%/]0G-K=\*"#CS@;#F:#J6?4P\'+EHK7U_C> M+9?GQ,EBFO 6.TH;;W3((.D+2ONU "\"@Y*,$C(887&SD>O/O:FG6JC]0#.\ M8,<.DA^'_^WY.A???5=^P<49194?XLGTZTJ!RU<+)$E\IG\LRQ3S)&5I2M8( M/M46.E%F\#E;T#H++,F*J-A&H!J8L)ZN60R P3'5UMV:>JO\<,T2;3!9!?+8 MJ62*8#.2QV9U]TJEC*;X7/QA[V7LX!@//C-MN-5T&,4<#]X^%/K&+$V_AY.+ M6+5^$D^K?44EO*?DF^EZIIOR:NP%^;T0.#.42'$\P BM[0GOZ0SUH @=1I4= M0/=J%?@8?M:D_G**[ZM9OC6.E:%TO@Y@R=Z3%!DE^CZS#-FZK+1/28LFD[8W MH*VG3?1A #BT0CK V'JJ/EW\>S@YQTE*R;"4,Y1<>Y%@O4=L X+-G$?D/LCU MH4MM-DDNZ>EIAZW-'LDN@N\ /^]O%4'=]%1_@VRN#2;L'7[>ZO["\,I@/YV?+LS#+Y+TO3U=LT5KY M7)L51\K'2YVC8X,$1L*R)E,\$4,3E_8,85UU!Q[( M?E91D9G4CI=?<'%:6;ZVFDE,687L#: +J=8EAKIU'0&+4-GSA$ZZ%@[K6P!-G ?)W SL!WQ6<) NND <[<3%DJ5>#$3S$HCV4%LNY@ \Z*@] M<8"J3;AUBXC-L'-4N_P[RW@P?/R?O]V3)A'US]6/5C^IO_4)R_^J?__CT[L[ MSZ\K>YZ&Z2S]6YJ?7KS@U]/O)_.?B*]QAF5Z]O$DS)9WJ5Y.Z2//#JYZ\#E_ MNZ%KG>++Q]U3^6XTXI]GJP$J_WL_&_HX7Q)&ZLM6ON'B=0[W1(C%"Y-Q 0EM[F#N33),KB$^3M7>[D?GI=YPM+RQSEA\2]H>S;[CX M\BW,/G\CVZOW?/+MW_I"XG]-C_SG)$>763#$@4VURSNGU(*+NF-G7##66,Z; M'/D,R,.X)8\#(O!>HY.1]'QSV7DXN?W#Y4=<7&GKL#?M7?O/;1!W/W$XK%['WGI[A-]+EA:_A3/2Q>SKG9\3QR%]>[.ZX/GJ M8UB<36NM2]WKOOP0+B>Y$)?1%BC)QMH&/$*0&( 5(77P-N84GO.J+0D1.,$&.]"C7D4N)(MB)BLJ#E?-HV:@^Y*\K@5\H=W MQ4-KL7,/O'R(SW_'Y1E]ZZ)CZB0HDY0U'I(@2:M(UAE]ILS!5+&K90?R:L.K*'^_>>;Z3(M<)5C+'[>_M#ET:.Q)3 K&82,!E1@A>(?[4 F M3-DHE8UM4F6U']GC%M2/YT>'U&:_NP"?S^;IGZN]CE=_A$6NX[M7^R"__O?Y M].SGS1;R3NG_Y@\?*._?D9N!$OZ*F)/Y\GQ1M\EO[1Q]PI-ZZ_$7@O)RM;<4 M*X4?+T_]KK',$<8MDS8Z^G560JNOKGS>?N:1DI>F;S3G,Z(+-'#@7JX5$0XB:I*AR2"JJ$K#-)?)A M^1CY[OGAD'S/*X^(AQ?@IE==)MHZZ\M7'-IE/\19'XX[\NA+B89BUPHQFQ0$ M8U;A@,Y) M/.Q>D-)!"KDFBWN+VXK?#]\O+I0_S#$ZS;0OQ&)ALE9NF#I,7$'QM*ZIE"/3 M3'EVO<,^.S-2)#=,;6 M&1+$/:(FX9>@E+/2L(-A?G+6@D\DT"P91EE0JA+;NO\!N3GJ M/& ;5#^^"HR%C0X"HXOM*?KPJH%P2<4'I.Q%6D*?LC[5IA0.!*4MM:!1ES:[ ME7>H&!>0':!B/I2*.L#7[GNF-VS/I&MG9C@Z:>[4B!!^\,LTSZ%E!\E*)QM^*Z@^$PFNL @I?U5:O5106>1&(" M3 YU:SR[BPT3'AAQI-!GV:3>Z!8-(\.LN]!R5_7T@ZQ+8^.H,PL^U#;QM9M> M)J=LA(,4 T;#@HFZ29>F.U2,/$!L5UT^C(D=!-L!*AZQI)67)F].!G@SXZ2D MF!)C]9)PJ)>/I0+GJJ2L=@+)QR)UD^[Z/>V1[:[.1W"Q@VS'OOUT)R']>+Y(W\BN M5C=N+UPHB]8@4W7H?2!S*;P.)/41&'E/R:)+9#,;W6UZYD5](&$7!5^"BBJ#DG6&H;9D5IHAY.REIC @,]UD&=N?]''OTO6W M^!T8#,<,_]_/J[5?%B$M7YV??9LOJCXFP81LC36@D1(?A4X"A<$4!TNO7*YM MMT.3[=G!.>G\=&%@* YE"8/@HA?#N%=>?5\ \<%=]SY>W1:Q$] MK8\4@>G5'"O.P5D6P,:H@XV"G%2;6OP6W'1^[G$ QD5'[T8R2XZN"V$BQ6< M3T)P/DBC(?I00 5'O-90BFD;W5 9D8N3=A Y,8@PT'+,EW*O-O6Z= M=U7#37+!_&YV(9@O\[-P-U>$[U@:!?!7=K3KW]20#==XO*.2;VK74]FRVFZ'(&6Z^4SP<%[6]TD'2L+4YI'A0+;6YA'8"Y<:=R]H#[GM#S BSJ[_3!LVN!3+1G*=MLP"9? MFU\6"1%%A"*50RF5M:JO+:8'V1AW=.B16\D>B.C 'BZWLC$_+(9?_ZQ?XL3+ M*(PUL0XK(2E[ER F;2%&'VMMB;>A272_&7GCCBL=&;\--+@S+G_@(LZ'+KM^ MZB3F2_CSLGO<6]++0WP;'9%QDR!@/5U4M#2%FL(C3]K[;'QJLY0OX?N4@K7ZW;N,I<\B0RAMS& J$42D^$]Q 5 MR=SEY#CGZ(UM$K@\2]G(@V!'QN^PBAN[K.N7\T65^;M9FI_BS8+T:KFO9MO27&Q*>05;U8P'.Q=;(RK5!%&_"*HC,5C!!Q#9J/%'OM]/J1I\2. MA+\#J:L#U[C1"O'[?/9CM>5^P>-J?^?VS^LJ\?O\[#_Q[&;]F+#@"E'LP:=5 M[68R)(AD@3F?%3.H^/K4[ ,&$KMP-/*@VV,()9H#Y25;S$7$]7:^N/Q6_1PG MG3DC' E$A:"H%RW?UW;D8/LCGR:-^7:EO[0ZH#@]NY<.FZ MUKN>Z:T:'IU>=EN\&HG"*<$7GB40,ILZN]N!C[Z M[QPZ[26LLF%BW8LC3RV MN(=-^O&ATHO1[**(RZ%NUR[I/"[38KI*N^IPZ(G6E.CG:$ XKT%EF2$R^B.S MHNE?P98R3C>@'1D:>59S#P8S-DQZ,)=JZN^6RW/,;\X7UU5]%S7ACUX@6DY$ MQ.P$5\ -)P4D(Z NKA +:<"CT*HTV2W=D=[-P/YBCW /H.0>L+RKE$DZF%QAQ#JP+!N18671R(7#'TB<"Q^8,VSWIZ?G2^P^I@P2[0*BN2M M=QELJ;VJ@T0*&E?I%I.&62^X9RUL9&M*-X/[2SU!;JO8%]"$_//YZ6E8_)R7 MIV9S'*(I^5:$'+I)^>Y2ZJ-I>4'!^V(UK:8*"#D.9N1^*0E/!U8SB@BZ 8J_W=@P8=E4=GC;9>M0!PEPW)#XJ$ M)YN0;Z.6#C"UN^">Z.^:(B,CY@&,( @I;\FP1=%@)8N)"Q0NC9-M'GD3\JVP M=8@FY-LHN@.P/]W".HAH4*$!1&;(!SA#S$0&163-!"?9X[^:D!\:-%LU(=]& M@QW <8!$6@8K9<@&0D).'L%G\-JS.I; FL*%$*I)X^C]2>^EW_28D<.! 7#, MD'_VFOEUQ<6G^B_AKV=M&2:Z*\R**8 N@Y24?*"%&R!-YYS]!0BM]H[N>A M.#Q2*SL S ]OD3M@;F=C_'YQ[GP6%F>=F^3:K64760A1\CKI0($*7H"K$;:8.XEV20>R#N12^.=WL>3;A.KB:]P"TOH(K,$ K3E #[ M3+[*D5[[:N&[)8-'VI?N)5GB'HC;WA+]A27.\&L]Z^G<%DEO!:>WA:-*P1 + M)1E9U>K@;"EB< YXD-9&AK6AQW&9XST>C[27W4NRR/UP]\*-+FLIN0?$SBC@$*4_L>U2+L1"&$,B(*E1'1'%DFN3GS'6S M=FP@AU]&AT7K7VY_]GGQ&1D$BTK7U)W\N5$)G'4*D$F>R-.K6/IJ1#JT!#I8 MD?]E\6UQ^Z(7]KN;0Q IT%=",<&SP]*DIK\;"72P MD?PO@V^+VQ=M\)=[?N<$W.>E%DA&)I'4@F>R5O.2[K4OD)-&GI+#H(XLEM^& M_0YVJ/]EZ@T1^Z+M?(L<2'IMBZ/,1RA-'E$H"0&5 NE"#NB,M=A7A>ZA,_:V MF][_LO%F:!UY3WS5]K-UTD/N\4M8?,6S]_@#3UX1XNCO/%'.&U68 2D24I@C M'820"J1'JTG+(#+,D+,1(LOH0VAR*>ZEM!E02AJ)@A)BFR@B M<$Z""SZ""C$[0][*NC:%#?]J,[ E>MNU&=@& QVD37?O'!?43G/4P+*@B+ F M?I[5:4.112]=UL(U:2'Y(ML,;(6$)]L,;*.6#C#5Y")QH(Q*::&A2&UK+_(" M$9,"GK/G/"8N>;N&P ,STU.;@:VP=8@V ]LHN@.PW^E.>1'I75Y0-\S4]C;$ M@V&K1JL(T9!X'9F_RB8:G=O.:UJGJ(.:BE'!\EAO][TTUP$$!\BQH\_,IR0( M4RY1CHVU*;!.Y!1T"M8)1?EW5QN7[U]::X%]HH4# ^"8(7^Y@?/A_&QY1NG[ M=/;U=BTS.E48=Y0]L$"+H2; $M\()>D<;7)2L[XNBSS)3N?^?F!0#CP5> "$ MO"P[N2RD9\%9JY($5+69'U<:O'$&D@\Y2DQ)^K[*5A[CY$BM8T!XMK.8';!R M_"6A#U^3)OZ%1^)1\$NZ?M^OL>R!DAZ6E:?F M-3P\#E3ZQ%5! TQZBF^+)U^ + 'W7*.SPAILTL%T>U*/],"T(=;;:ONX;[_> M+ZUZ-A'F=3^V#"*G*#0CC7A'*V9(=9 O@F:N(";C@ACG/*!)'M+?9?%^ MS6<_K/1T^7L/(5PNQ75K\4H(Q3"/QD%0D512ZD6="G%,,6C'N+=15K;^DO\_JM^TXCLZ*\20RTSA;(73!:;;,! M$A 7&7D,ILN-KDT9/-(TIP\S:H*B%V!=MP2P5G]^E1NN!L[54*%Q$9K52#=XFK_=9V_+V8G&<=Q+) M/GL \J2XO!'""XR@5QO023/P4C+(24I=8HDZ]34*80BNCS2W[-1^N\'G,2RW M Z4(2H;H2XZ 7OFZ#^WK3ID SYD,&I,3H4NS'3(M/89COF,PT!:8>WD'@T^* M)G"IO$P:N-,%E"@./!-Y5<834Z!403:Y"GH@_H[4'/O8BVV!H1>PTCU_*/2D MM)"\8LJU7([K&N9K1PXSKG*?U MBW!RTVGBIGV$,5P4+0OX[.ME!4Y^*I+O"J$$C#Y%5KI<\)[D:B/KLO^RKL9X MZ<5XXO/"B%N'U)^P7L6F[_\RGZU$YCQWXMLS7L7H!E;AV>/RXY)J0KCAO0*0M0UE(J M38$09&^C\)Z9EA/7NQ#!<9]0]FO'(X&T%_,>9I?Y'4EB.EM.TT5G9>^2)]UQ M8,K6B;RN=E&7FMR>1&V$=S;WU>W_.8Z.^WBQL?&-#J%>;&F8:.*N("AH0*^S MC R*\9:"!B[!)YD@%.F3\Q;1M"O :<+2D1X^=+^4#02B7LRIZ<;PJZ]?%ZL+ MOFM^I]2+Q,)G$ 4I><[,0' \0F922'$WTB=#C^_)34BJKP*D6J2H4KUTU\XR=@8P1"7XSP>.5-I%8KU'"R?PP$X'#") MN]SEO=J3.7ZA!Q#=;VV7@>!?H('^CGO]:KF\_KH1X;R\OL+XSX_Q"SVP/N#O MY''G-[BXFF^$7(]Q2)!_GZ=\M;Q$L_VA:;UT8_ZFLNZCB3^R@D;G"+%>Y:4@ MC)9[9!YD=$X+BRKH)N[27Z6)O_?%RDR.=]',=%'@4 G16&,@R8=!M,BW_ MKXG_D>AMU\3_& QTX"T^[.B-T9L<-8E0*@9*Q0!.! H?DW#6RQQ3^G]-_)L@ MX=DF_L>HI0-,G2ZX9]IU!V\I!O.!'% 2I%*& C"/'K1E0BIGA5?C]"!YX4W\ MC\+6)9KX'Z/H#L"^OQ4\$UZZ7 K%(O1!)2_!&?H@8I))>54L-KDL_7]3$_^C MP')P$_]C--HE9*:)2X1N-6>.-8.D%D!1&V=1VDP^?_7Q+];;^'" 'C) MD+^;Q7H7O_\Q7?[SUT6NN:1,^%G]0='&Q&'MC<@Y!,TR699DP;DHR+P$%9PS M,O"^>IX=REGGN\# 4!UJI33!S5]M(=VD:_]S3@'[]&JZ^K$6B75,:VX88*XS M<53QX"(6T"%R;B(:V2:M= '>7FB%6(>+:0#L]+*<3CF&?$XDFPH9#$SH:#)$ ME2THS3T$%1EDFP-#\G5=:M=[J0E++[0L:\#%,SY2>EDS0YN17Z;?IRG/TMJ( MB((Y)2:!NU3W9%<@>!TA6&3(L6:)Q^F0="YG+[2VJN/MYV3U(/E]HR=7(B^P"F.JW M@..W&7V:/^&?^:2:BOM_/E"9PUZ*!JH\N'W^W2'N[<%L$)%[E0PP[>:VB<>_8DD^9I^YY\3G85T/#$(%*6 DCR",R$ M"2%JY1P+V"3>?8ZH<;,^0Z%CUSH-IH8784K6B>)S#HNX!Q090Z M%^.@D-I \3HN1,<,Q=)W:=/S3C0YN6AH7.X.%38O>9W+?)'O7DC_+%?3^&J6 M?J7O3S_/UJ*_ [Z5Y*J&S,$Q3B))PM;/%&@FZ'_:^6#:S$L[C^Y^3=0Q&-M? M6=1>F3W$(+?L5G]Q/JL'7S>L$[LUS)HM20BS7*:K'5939DF&'$$GK4 Q*2X MFGZ_VS]JGNJ/'.>S2*RN%;K#*^=HI4$&2<SCYGXI#6XRU?GD6!7"FPB=-2+!(! MZWR]+ 5JG;W46C>!YX$$CIO\:P;%%NIY$3'TC;^-M_[VYH?OYLOECFN>S[D6 M=>XKAX_/S^?\ M&\M#PPQR+0)W7X)[F0*"KRM I!\Z1,:6(.FJ<*JY1_I?6] M66?7M-3>?\O;UM^/I;]5U02M";3*.6@DF2B?4Q6' :6\#M*G$D63+FAGT-QO M%'\,MIY.-+978@=;]PFL;NW)1&-$5I* &+0@3ID!CY@@11&09\:4:7(!_'22 M^XW?+XS64U3X,L'Z]D\2,&EV.B,/:'U ^CNYW;4?T?SJ:M-,95W-.0**!.CB]JJ M-E/Z&GJV!R2'GUJ,MR+)0FK.LX5<"SZ4:WU'?_ D4\@M-PYVRS6S]/U[@A30!OCQ0G3"O,Q5DPMG;WT9E!$%J 1.>-M:GH M-N>8SY,U[DEE!^@;0EV#Q@/>\UID&#J%>W]^]" M5B8UV:3/H+G?M.L.[UN%M 29UD& U(@<.F 6Q3$ M7C#:-JF\/XR\D;O-70HM>U ZH.HZ N0#GW@O;UQ%*;R'XBUYQK0Q@*^7?(+/ M/*F4Z/,FKN0Q1(YK(L<&Y^!J[ BB#ZH?'G.5G#;)Y +%U$D4/@?PQ0FMRS/XR\<<.=L6$YH.HZ N0^=A1'%I%\(:>9KQ>8!+C(R$>/T1@=B^>^ MZ>[=9'(.H $25J WA/P9LBAT/+0*&;:EN U9.Y M:Q6H#"'\%W'8?#=BX+=Z#/MU_?1A3IB???3PQ\J'7))_=[=GN,3F_LR?G"Z\ +NJ7_U?7JRWPQ7?U8]R4FNV?0$ -& M204J20&(5D)0S KAE+:N;=. !^2,@YL!]+MOYSE=V%U"9ML.F"=!FZ9$,-'2 MIIQ= (PB0^!!9X&9_+PFL=L^@CHQ-V:FGJ.D-.ZC>&.EOJ'4#G06KL M?U\OILLTC?>:AP>2 $>;P3)9*T;I T:O@.+.S-%H25Y\"Q#]A*Y.CGR&A-.0 MFN@ 6-ODUL/%$13&'*,&7>KP09M]=0LUT,K0SJ8L)#:)QY\BII-@?$@(G2WS M#G"SKE6GP/2/_#W/KO/'O/@^C?FW/SYNV8DYRU#0@W6QRD=Z<,46*#R&DJ5B M]/\V3M&S='5RR7M(- VIB1&!M1MVO+OM)$@R82D0 TQD3?NU0W!::>",EZ22 MUEKN.$@_C\O?C3O)8;@8:QBQC:WWW;J>;6[RU7(YC],ZANT?T]67W:&)$\^4 MRCE)2*DV<7.Z0&"&@TA>%V$^T(ZU M/9J9?:YWMM[@8O&CS!<;7DP,MEA1.5!8!_K09Q@92.EMD3EAPGJ0^S M=!ZX!A9\!T[/HX8_^UG[?;[Z>!W^*\?5I_G;/[]--Z>"$W2(DG&D<*!(4"59 M"(E,O.5)NE2DX;QI$(T(TM*6PD,.EC7IP'H ;>-T;[H0\,Y410?H>LS!+I-OOM0^\[_-7GVM M&9H)L2"D$0FL=+8V0S7@I);DLR3.HTV(N4F#D6,)/0AWYF7@KJF2.@#A?\S2 M=+E:3,,UQ5=O<3$C4[Y\7[:90;+ARVF:XF*:EQ/MF%[/ TF"T_+"E %U#B!X MT;;H[(QL8ND.)_$@X-F7 ;Q&BND >0CM,HLYY5H$<#YU!:Y8Y;1DJM:FG&('7@Q:!>QF+ MH'>H=+":[G-^ES-;3M!ZS^K !\L8L<%-'1WH(WB3,=O"DD]-FN?MH><@5/J7 M@OWS"N;KOU?MKTZ9U(I]$[;J'H]?E@*! 4SR!) MDME(6C"[U8E-@?43<@]+CK,7#;PA-=8O+F^E^2'/\*KV-7\U2S>=RE[%N+C. M:<)9\<+;ZONH==$#&>\4+6B?O9(F62TN"UR-?U*[L;[\F&^7$Z)MWHD M,"&A1>-] <=4)LYX 71(>Z@*Q!@S(JG<8D<^G,3#(/A"#F@::>9%3#>X:P@T M?SP2!V=/)0:F0[5\/>_=P]_8&U 6%[C2IX-.&D6@G;9>71>Y;+(OW(J@711% MFR9N>\/VL$\+^/>\NAO]R4+PM:6R,XR85F3N/9+?H81E3O%27&K"]$\IZ^3N MQ9DX.2"7>(9".MB$'RUKXN5]>7Q@=]M ZP_2Y^+[.@1;A_YXM=RF .[) M>Z*BH%N0-P 9C_#]"5T/G;H_8CI M=_,?>+7Z\6$Q_[S KQ,T6@2;)1'OZ]P;SB%XC8 L&FJX>%RK5Y;1"9XC7M2'XY4OBF0@1F3;9H MC)+^W^I-*T%>Q#W#C!VOCQY1];=%/742&7UA'FN7VD2NL9) L9JB8$U$%851(5W&+5R3,TZQ M;!^H.EX?'71N/>0>D'),,TL0B-(&4!QKHPE&NWPF@4DI=')-6GX,=25K\#+8 M/O!VIJ:.!Y_?@&^6/]?F ZM[* M/;*ZR3FW/: [5R%].6'WN/G;?)[^-;VZVA1!XNQSK0G:+*'=KR>%&562$F!B M)/\ ;:(%&FJC%69U\.BUNF"5PA&4=W, =S:,#D)H*YV.NNWN!M[W^'T8?6\9 M\[).02TD5JQC"(1/@*@21*%C$B)E)W?FUOX\_?&3=_9H"\^"64N9GPNF3^VF MC]S/W^1L@TTI0A'U^ 9CG>I3NZI(P9-VA(%B&2Z8W6).N;[ZE/T=4CQ)K579VADAE]HH^)H ^V-WYEZ]'+B:;[ZL^GAJ>M#K7.:+?.^YPY1+MZ9N^(+J MB\KS B77@2 >3$'@HMZV4Y)\0%8X!"R%,4YK2;,6-JAAR?6=(G*KD@H"22BU&BYJLC0J@#"\Y&Y54Q*8"&H*+?DNY MC\'?WDLN%U=T!R']'N9WAP-6UGZ9%B*1%#7%JXFQ]18X1DB8B#E=I[-)Y6BO MRR$ZEF76C1IAGT1O)QW[+X/<0977+T9OJ^66M1Z8*/PR$=8P%J,G;TOH3;J6 MH@>$HAA7W@INL>W,FI]1V$G;_\O@\$P%]1/>[^'O]WGUJJ[CJB;#MKO$,V5K M.6F)+CN@C2&#LHZ#\Y+" QVB\HDI*9I]_Y-7U8K::?UC,OT^7E=5-%]?@?3;)"! 8:@N&),%EJVCM%LVEYL[K M';=TST'2&42,6_$X- @OJI*7 +VG7)97\;^OB>?ZX[7W$I[R7K;RL)AXD-F" MS"&18\XMA"Q)"3FI6)NZ%?G3C.REB!VWS'(T*%]2Q?VZ# \&%=[+?$\29]KY M9"%%79,:WM6+OQZ<<$YY3E%GOF1XM8_.<6LV+^P,#**L?K'XU(JL73.GBWHK MJ%[J)%9E9L&EE('S>IKMJZ>>; 23A78B&,=5DWK.,V@>N>RS@VC_+"WV"U@2 MZ+?Y9KMX7UY?+Z>SO%Q.'%/".UZ (0F68DDD-QPU.!:*LG7"M?471.B31([4 MUW0D2)ZOIY?@L]:DQO6Z?]C_GH?EJ[B:%_(F[=^NYJ'N%C=EAN_F_ZJ;QK:D M9^O,L,B\K*6&TM5+<2ID5LI3_L:F)C0D=JACJZLWHIW;X$G/^R MV5UN#^9^R0OZ@WN%M=NVG>B-D,86,+8V'8D*P6-$\M=%DB*(&/"P;AP#$C52 M1]71\=M"9]T?:*UOAMY^:_9YTT T:<^,TP8T%Q:4R0J\DA*X45H1\[+82P96 M3Q(Y4M?5D=R#\_74DXNZTS%;2):YX0L89K\7A3:;6[J'G M,&2]W'.F,Z3_(BI7_V,6\V)%/Z:O/FQ]ZH'*3I]]]/ UHX=S6'C5+H M&W4X:6V3O?[US<'#\H_YU=6OFT9>$TP2):('@Q*-VUD%W!H8/]>M^<*I:#X-IFB(%G4/6Z=3 Y@+*8@C2:2=DD M>W3.:+!F8.P+- =.&CM&@R<#\1L%4//T<86+5>.Y3NO9&+7D\/JJ%LS\6N]. M7"^J]CZL:;B_?4ZPZ!*8J/=61?6A2@0O4@8= POU/E!D32I&AR%_W++FEPCV MEOCHUT@_S?5Z>LP3/$>GF>"<@U%*4"!9APZSS &E3,YY)Q(VN; Z!/'C%EC_ M=5;$$-CH=SW<3% ZC&>NI9=,!Y *.2@I+,7$41+C1MM8A QM[FX-0?RX==LO M<3VTPT8_^=\]K/]QD_1^R/L[_+;,[\NK;]^NIK&.&=M2\V1- MD[30H%R,6^/^$I?,!=#2\V*Y3=L],T1UXIV61M0F[];66=.L0-"*0TK"\Y18 M=A==&H?0/&Z=_4M<"(,CH=^X8Q*XS$*0?Q@,[7=*6 7.! 8A6"70)6O5)0$] M;B7]2P3K41H\,UGZ=I9:'I*^P6_D@EU]7,WC/T\Y"7WP]P,==^ZG:: SS3JS M8?7C]H"(PK1LI2$="EN;0#%)&ZD+H$7RC/Q.'G63.ZX/R3C7VJS%]65^1\U_<$_)P1XYHW,Y& '6@=!1? YDD$5:!Q3CMSP)L45 M!U,X[O'-&>C8M1]M=-+OY.3[*_=3#?5.JJYXXBD-+,M3]+6Q+TFXA#P7B+S. M((R1@W.&OK12J&RS-;')I>6![+'VLQOO[QY@J7RSLD:ZV% M+40-=[7WD60!@N+UIH3@*@5$Y9JD@ ZDKRO;<@PR'MF6!OKHP&G^9?I]FF@1 MUM#X"M=WQVF=WK'#$$5!$<&2_U:OBU/4:R42=];[D&71LDW[\N?I&O<0=D!8 M#2G_E[%1O4IIG<>O5Q+*?/%U6_I]9T)> M\A03183$A>.U)XE\$:[TK6E]8%+K0I@X+I43S-1:@#I?A)AS)5-T68JQ41>6 M2Q/[\PQ-76UIQR!@_Y9VGMP[V,;6EYYK!GQHQ3@DW%.L82-RM>>I&9D% VG[?G0HN\ /T3^U]J0@1;8 MW_/7D!>3F)33HA@()?AZ?80!,BTAZLBR"1H3$RVP\XB2'C:QL[0['U+4)V/E M>UZ$^4!HN7,F/^ T_3;;.II;=HRN:?7D:*,/%&08)L&)DD!J$9QGP@K5Q!%Z MEJH>PK A432<"KI U*UY7F_NVZU^;9I-C"$:94GK=5B"HF7BT0A018F0>?&8 MVKC5^R@:%TG-O:&S%-##3G:/_NTZ"U%;D]%!-(SD(FVN5U\1K"JHG$KS\P3> V36._*:C]=; \J*,D(J64FNHR+)=GJ!"#DQPW.( M186&WL]]4L:%S+G*?=+W.5G2'6#E8U[4$I0/-Z^_[\@J" MDQZJ]679T8(*;;:J_32-NUD-C)ZA9-\!C/Z!BP7.5EOBM6#%!EO(\Q-8!],F M<$PF*"HGQQE:B@M: ./>C1D8*J?+MP-P/(X0$]&IK;2 POG:CQ8!,ZDT M1R^B#T86S.VVHV/M2;,+(TUVHU/E/&K42+ M4NG_(W^[7L0O=8CJYT7>^/\[+&W7DM0F).DD\!3"IM0(H]? ?-3>.U;[5PV% MG8.I&L?_'4;Q\]9:&+N_W:L/O\X7JW^?7]4"W.6[?_OP;UM#FJ66Q7H) 06G MQ48?,)-K[X23)7+CK-8/H;2G6=V^-XP'BT::G \MUK&Q\7%Z13O=._QG_MMB M?OWMW;LW6R8\&DQ.6= 6:[%^O21,?PO)F9*U9%EP1&V21/L>S2,Z]BVRNJ> M*N1^\+%=+IXGS(PB>Q^"(L?<:O#>2)#:Z2AIX]6B24.Q!U2,FXH[69=/8^($ MP8Z]H_PZ+:LO'Z=_KKZ\FJ6/^3L)C3Z;3+K&FAK:64"@72[()8N&U0S"9 MU:", .^*]%;):,MAG7(/?&$7N#A%G_/&PAT;,&^GG[^L^?E]NH<;9XLK10HP M0M3F5MJ#+YF#S4)XKH5UNQ7X^YHJ_^Q5XV9B!P+)L +M8)?Y)8?5;[/E:G%= M?;4_T$[72/N/>S?!,S>B>R\X[ 0=)2=<0=^AQ!)QN55HQY/H)MNZ6O9]R= HRC MD'>:EKJHYGJ>L4__FF\9*TH8STR$E"32LJT%N$YPH,B&BR 8?:-)E<6!](WK MLHT,O].T]!+@1TBZ65DL9IF*%A XJ^=]#&LP8\DO]L713QC]< 0 WE$X[G': MV! \45.CG\Q^FJZJ7_S;+-4[D]=XM792I Y%%N3@M2 6$ .$>OE2A&05+:,L M\)#RH(..UYZD8-PN7"W.9L\7],B'LX\8J&V]_LA7F]YW7Z;?/LW?SE;3U8_M M8K/5F>59 6.U6JX$!TZA@TQQ=?:..14/V3%/P]#SM(UW(C< "I[#U( J&1EM MK^>X2._++]-%CO1;RS=?ZAA+G-WXF4E[RXNMD]7J%$M>$T2Q0$(3& _,R'A( MDOT@<#U/2D=8&E+[\R:JZ"#>O%^8]6XZRYN14S(K7= H\.O3:E_+[C19=2]1 M9(VJB,);>%=/4C-NY[U6R;+S!=\#>N[J\-9CRI?;CI;_D],$K1$I*0.2Z0R* M9?(NHXS@C!:I"*3%T"0M]@Q-_53DGZCQ_6609XF_B]CO'C,?WY?_G->C]/^J,=A2_((,'ZYNY50F=JT=IL@EU(6[@ #8V3::?D$ M3XXH?==9D9R-9:>=PY[CQ>/>VT\I_WDH:BWR7M!TZP6^O:)_IPV:UHY9C]XP@8RTR9#)?&N/*K B MCH+: $3U6ED=.&@?\=9SO9'"QE/X;;F\KF.//RUPML1UB_])-@)C M2!RLM_4N:21/EJ&N#362+#(&YYO,0SF&R'%/SH??9ILIJ /P/;SNM]>+R#FI M)'2]]N=5K8MSQ% *D$20:GT[T#6!W6'DC9MZ'1YP#90R]F:\%M*\;&\.SA=K M3V.SBCYLB[J7$S1!ACI%68F:5!1"0$@ID0@=9Z58-!(/VF4/>=NX*8N!M\_! MQ=N%:9I'@OBRCN:HEA9GD'D3=NE_\6IFEPI8QOFN;+.@$FTUK!:9HPH;W7%./(J-:7 MW3.X0@96>U$;**!ENWO=7BOTX,$'0<'W#X6SA3:ZPG<#B0_S?^7%_0""AVHG M22!UG)R*Y+[Y; /D:(R+@1ETAR46?O:FPY*=[*5@8DBY=K$!W7?#;CHT_U$- MW1U/*- KZ2.8X.IT$TU.6% :D+;7%'T4R!IM/S\G[C!XO:!D^N :&=L4/63H M9ASL;[,]K)%PA-8R0C)("\@:2SNJ+"1*6;*(MJC=3A5[#--Q[ST,1R\@<=Y: MYGW!Z=WTOZ^G::VGS0\R.6M;SNI\%2FB"L1,"=O+SIX%8%FDK!!16WD"E)Y[ MYV$P>BF9\T:R[F[?>Y*S26(^TP+0D(O*H)2.@*$HR%*(;(P6J)LT53J ML-@ M]@(2XZWTT1W$UFFM24&M2TX9K"8^E,\!4-9J?,&+I?4BI:'F"EL,@]()2 MV.?*>]3J@R=W[>EJBE=UI%?M %&'5FZ3$6_FRU4M3\R.5]Y0UKE>D1OP/FF* M3G4PALEH=WNS'^@H/?O:PV#S A+1C27>@0%ZE?[K>KE:S_K]--_3[GF;3=V< M\DQXDL&$7,\2,P,E3 &T%,O&A!&E3,J')G4M1U-Z& I?0&;[,KKJ (RWPY\> M+KE)MMPG'C,PH0JH%#(X1VM*.5IJN@04JDECPCWT' :L%Y3,'D+N7=3E/9T7 M6=Z<%-[,%)L8S;60-4$;:S_'Q!RX7#QHG8-@1:)K4YMW('V' >P%I,A;ZJ4# M>[45U-;FOM^<-K[]DZ+=Z3)_6$SKD=#VA\OM3Y=\PJW-P8@(F3%:2YH$B=X8 MX)(;3MZ!=[E-8>@IU!Y6*OH",O.7T]G8R:\]''Z;+O#NUN,DJ&@51@\Y80V4 M::FA#@4*4RD5&9W0 :^D80[,&8/QKAN2B8FCCOA68B0 MI*ZWVWB$H!2%-:B,XLFC:S/3X@E:#D/0"\B]#R7O+ARN#=WOKU?+%N=7%I_AW+-K)(\8H&LE-Y$-3YX!<4XC069RJ5) M:<0PY!\&X1=T!C""5E_&)/(-Q_=X'&@*^=[G-IA ?A@/;::/H^7*6J5 >L<( ME,(#)I[ VH119:C@(=ZCIXT_XI:\BO:'F9U(IV9>BP.IDMA,?HQ;@2N2N M:"9+FR*O9VCJ87#K20@X(!XX2>Y=Q 4/F+EAXQ6] 3^OS\EN[VYH)C0SF0-Y M!8'BG%0] @* )LGW_/J?;EW,VUS3&N,RT6[")G":E#92$ 5:P>"0EN88=RDPRZRGDS"N->G M!T#6!37P0ORGZZ]?U7%3T*6Y+7(924V3D9[&&#T?:]H1/MGZ*S^= "[ P%=^VVDW8^:.< M>8WRZHI *R)(R[31Q?,D#YM>M.\-([P/"]/LMG*,561$7R2BL5>,)7+W" MP(5SW+HL3#[L=NW>5XS;&:L9$$X386= ^#C]<\N$XLDI9 (P>0TJ2 X8$[D\ M43@*O8M)XB1/\?8-X_:K:@6#TP38&PKJ;,;;F;_1Y. Y.*RMW+@U=0ZH AU1 M1DEAE5(G^0CWWC%N$ZIF2#A1B)UA83V/\68P9Q0&E:5];5VFCXH^\8MU54*RR<*L3.L/#[]#8.9J@$LRCJN %JLZ_0"-VBFJ%A!-%V%.Z<9M]?7=7CR40M>$9!DV-MFQSW'4)<)^G-\W"POX'^,$KIH@B)1+2^+/V^O%^DZ0P7 M/VZ9FZ3H-!E= 4X(6X=31W"28G991#0HR3UO,V_Y&9KZ,EG# &LH%;R, I!7 M,5Y_O;ZJ'8K?K[[D!2TK>M&7/%M.O^=W\^5RH#J0@]_3H!SD-!X;5848*Y6V M$F1 #DJA :X:M"GE6HK_-2 MKN6Y\".L#UFI0*#P&4$:0 M#R&9 ^VC<4Y$5E*3?E/'$-E7#CU?TL[@Y4>IC)Y8^_6O^83Z=K>JI MR;9!Y,<\F\X7O\]7>?G+=7X_HU_Y__)B3O_/%MLJF^AO;%+[9L$:96!?XYD]\!L>=B8GG4LQAI5QGD?$B7+83 MX3$?15=+JJZ(VEPR(VRT7AA#NPO= X9+\(Z MCH3*TW357=#QVXR>3'S5=O6;Z6#WFM8S1,F\*!3]DQB5((\%E9%@;.&F:!,= M7B ,>8[$<:LC+X+0QGH;T+]LFAU^2ZY/7"WGY34Y-3T26JZ2@(? MH_5=JW6^K$?<,I>+U>3]OV;TG"_3;YN\D^(ZAYIHBMR"TK*6*!LB'#E'C#PX M=\@5,7KP/8#05[O@>/3F<0$Q@!;G0XBT%RQL\T;:LY3)QX-4^SPHFSB)0GB0 MWI:BD=:,/.08_#@TC)F1/5-[3V'@!%&.'=I]JG,J/]\D\XHS/B4*12TG%TL) MKLA.9@XELAP38TJRPPKY'CRV _V>HIGY(&(:6\&O7KVE0/![OOJPRO_V;I7^ M;I>L\+QHFW!U7Z$*+K($A^?4WN M=EYN>D@MUZ,BUN8.?9:IV BN?6=! '>!'*%DBB!,^84-ND^OH>><1,TPWD% M0XJ]4_1L^OKD#9N'[F(/H_ M %.G*V/TK6FZ>+6'76J MVBPK._RV-(SH.\30K=MWESQ^_>/#6LH3="E[U I8E(Q8(UEYJ3+D[+G1B-SX M)J[.$33VE10Y$14_P=I0*NH ?3>6_+QAO7?;@W_ MO;.-Y-$(I>LHMG6O11W!66L@6:$])^ZSU2T]IW.([\M='P:O%U=J!T"^N9?Q M:;[EY8ZYC]=A.4U37$SS\M4LO2IE>C7%55Y.HO'>,B% *$L\9E5#:J4A!XY" M,BEM:K)+GT)L7QOX,$!MKK1^;]F\Q47MS7][*>V4P]%'SQCHQ/-YVH8ZQMQY MR>W1EA26F1P,"&<5>85D@D)B# 1/!1,RH7.;.S!["#K7,NT^]Q,)\/55G499 MO/+%*4.4A%IIBG7:#?-08F %*6A*O,D=X[T4C7S$.00B=DW,,-)_.79D'5F= M5&JQYTF-;,I3=+:V+"K4-A7>0@BN-K.2%C!S =[9G"5C2<@F?FHKR_(Q?LGI M^BJ_+[MO>(W+::1M\Y?IU?4JI[6P[Y"OD\W("/0F^ !*:PW!5:?PV=HF M%LL+YTI!-'7B'OTE!*8]$& P.:^9-DWJ25O9Q'55\$V59^U+5+S4";).=?RR M%H#(': SHBA6(F*3I@@/J.C4?AVC^5W[=;J4>T@5/#V[>\/0NG!W7Z=,"8,UT=#S^_ 9_L_RY MEG1_&@R&#];0J^]D^M=[_?Q>ZYHO\RO2W7*];TPK:3PE%:$])FVIHJ2'%*#J56B$BRR%QX MU<3OVD//N-V9+P*?4R3? 8#^D6L7T=NY?0]'U=Z;#+YE[Y?I,E[-E]>+S>'# MK20I!D93M 3'.2V;9!AM_N0+6,,<\B!54DVBF&'('[=K=!-XCJ#7%X3FC:T7 MR3'%8X;D:Z]47QLH.\? H# V2I^LX&."]O"=MUGP.@:,3D3R\3KM%;!;83[B M\.[V]:U@B:VB2HJ08NW2DE$"!B_ N<10*YU('!>#\.%TCQLP]PKJ1GH?NSR7 M0K?%.EN 5]N ;3.*>K5:3,/U:AO*X=75^V\5 ?K9N8& MHL!$7&:7XD[DLZ>"]]@W=VAK6V%B?BD%O0#TK>;K3@5K44^_YX\Y7B^FJVE> M3D)$H7SQ8#)M*8J36^\85Z U*RBCL,$?W^@H^7">6A\@HU<<2S)@?1W]D@OATQ<) MEGEFO>$HRT7RQ(,UKYZMINF117_[9[RZ)BG^2LN\MA2ZWJCQ]1M\>):[;?\YH]< M.U;%%0EA]IDL_Q]YW2[KCTQTX&SZ/^M7O"&V/Y]62'C4\P>RCZ?S-)!]?$# MJUL"7D5"W!IK=W5CUG%7:%?5/-?V'$Z"E_6#8$XIKFW )J;A8 K/M: _?=&= MJW-7V99-SD9D!$O>#BVM*" (B[7/06U&43B:)B[E*<2.:Q_;(&W78#97XE_# M/@[M6P[V[A'LZL5]TL-70C*1%54*N)@%*)\48*28*K+D46%T:K>C\$NVN5M] MU([\RO'@0:QOTS-#0:3D";@62-+@'G.3[/Q3Q+P4FWD,4IZUF:%-N^SZ1MA@Q]6IA=W DH627M! MWJF.CGS2Z@FCBY"11<4CYU:Y%^T$W-TJ>L8PW(RN"+499!4!HP!!>6\ N1 @ M4S#1:N_0-O$-CJ#QI;@,Q^!J_T6P8576FR=1V5@SML96O[MMOZ0$0Y?JD".94TVT.T#T&@(72J"11%C[-,P>XL8%5P>NU&EJ MZ@UZ6V;^F%]=_3I?_ L7:<(C,SDQ \4'6C]1&"#N..00Z1O*8.%-&E'^A*YN M?:L3@? K!IOD]LPE6XPYBPS96C+GPB.@RQZ$8%X6R8)K4WUU M\L'790!0Y/:XU1G,M+2"TD^(B<7E$L#WOADA-,% M1=/FH+L$C5O-W!)(@ZB@G\8>3XGJ_A#3V68RY=UEA0FQ2=&-)3Y9O;GM?03G MG 'MN&5.*\/4Q=RI9RD=MP_#I7?$X936K;=%)CDZBJLUSU/)8?KTP-@UR:M7!;'E2,^,GGC+0$??/ MZ!OH(/K>:\A:;-]TKQC32"E\-"!24*"4LP0@5#4#Y:RS*+QN'U>WZ?S^:T0Y*RZN3N7;G?ZQ0NDHQ>*"@FT=Y/(6[MQZ4@L&"- M%ID61!.S=1JY?=NO(W"UOU:FF?9>DB$[HU!Q_\.:F;*6)8 _P9R/"G60IG;2 MJV-N*##H:Q\$X1RYJY!I"B0ZL"DP:(R-OTSCT26K& MS;XWA-7YLN\*0!^Q[NLW@\LFH:2LF.:0&,]06X@#*BM !NXRA3^%RR:G@/L( M&C?W?A$8G:&!L7LLW;B#[Y]T!S<_S:N)+"EJ'A&( P1EE*YMF34H'ZWA1>2P M>\5X3S>EP]XW;JZ\ 69:R;H#0_1\0#'ACCDBFY-X5 &5R+8&XQ6X(GFBS[(+ M3NYQ P5U!U,\ M4%AW[WVO=MYWE["\!5QD47C)%= _O&Y8 =!Z 5PQ$1"+5JZ)VWD4E>?:J8-> M=I?Z<)9YDSF#O&Y^YX0')ZVD\*(.O@O2!M;DDM=Q9(X;^K5#V:Y9:ZB\?O-6 MSQB-TS/Q/W]H>Y/7,#=_'"11FB*35B"QQGPBU0&\AA$NC9!:16_4RS5\R\5J M4A]=GW&-5^_#U?3S6I._TBOPZO]D7/P=Z\'ZZL=->G@G_8L4QQ25 EA=:XBD M3>!E=B"+E"P$)LQ!XV2)D'NBH:]VQ7(VI2_)#!Z#N1LS>%E5ODB+>,/WO#S\ MI3M9+<_(^@_SXO:6]50IC&)]7 MU.VL&:+'F]]Z[I^+M/:9=1F4BAQ0%0/:NZ 8UXRU.21^FIR79#^/0;[LN%I>Q58"V&#MP&R)PVK@ [04QRO MH_$ZI:Q]:')M]CFB>D+0*2K?+=<92OX=8.F127YW>Z$S!*ES[:J*0JG:_2=" ML,%"=M9KJ[7E;48=[B=IW#/O!KO70-+O $4HG F/W/EHK+76)P$FHQ>,8$W!7FQ_H M4D?D. L%6;W:$HW#)I> 'I,R+IK:J?VG^#I*!X.=:0Z)HE^N\V^SW_.?JT__ MRE??\]]I57Y93D2*:'1"R%E+6,_$1A$]" IV?5"U$T*3KNX'TC?N3CDBWL[7 M5I>F;,W6QQSGL_1JECY]F2Y2%>8DU'OG03HHN5 HI,G11&$=9)YR,([+@/J" M,'Q,X;CU96,#\4R-]0O%7^?7B]478NS7:5E]63-6L@M:&0.&U0&Q*%7M.90@ M)._0"(8\7!**CRDJ;%>H?BJT ON6!(\H];(P H6:'75^?"Q),@* M:7$E7S2_W+;\D+9QB]K&A=\96NH >'^[Q@7.5OE^$:#GGCC0X'0@*VYR+2(. M&@1'U(IY^DZ3W,AC4CK+B0P3IYXI\;'+MN_(GQ#*I25N06KZ0 1[<$4A2&F* MY44YEW92'7M*L^^>.6XL>:YJYN?+:<0P<8=L,FW3Q]%&S)(7SQ/(J&WMJ*'! M!S3 6<@Q.HDAN2-U_N2+QEWZ;8!POD3[6?QK7C8A -X/ 9C(JF3-(')EJYC6 MDYL1BA'96.)3.7,*/AZ_:MSHJR%"SI1J9QC9^.:X]CH*5YIAHLS)-E!*/)N/OO\*2^^_I+#ZO6/1X&;MUGHF"W$ M8BFPLIK3/JE"K6-UW 3!HVI2-O(\6>/N0HU"E $UT0&NGBQ?GN2W9\Z5?0?G9D\R\?1A3"I,>:TT M),X22:AH"((LL,I,9QN-56UZ=AQ.XM@YE%I7(@:U7C3)9 M>$PHP+,ZL$44"EN;#%TZALAQ@\-14'BFICI&X4[H8U3(S!4+A9&;H3*%Q<'4 M'%M&+W2FP'@W#=46?SV%GR,@[PSMC)VJ>'A%Z-YMMHG-2CN9++C@R7?0-@.6 MR$ D99//(3"^8^/V)"KVOF)L"S5H<#F@-,<^)-G+Q=,9?FE=PKJ],V8,*$/\ M(9E52#+XV@/%Q-UIEL<"Y?0CE(96YH+H.5_NW9J9?4<"A6/QB3OP*GFRH;'> MQ4@*D@V*"5N,W.U,?A*H3CQW,7\=6)TI^[Z!]? <8:B,GO MR]VW-QT!M'#%RU" *:R7*JRH_4<":)(;#]S:PUIAG0^SO22.?7IY/B!^AK%A MM-,=[K9<;=L&1!,$.D&1,G,4U40= >N4LRR#BX@A!+Q 8Z '-'6&K(%@\"S: M3M?)V '!.W)4-B[I>E0[L?-I_C[&ZV]8)RC@GS=-)&QDVMD$*?,Z'C0BN<*B M@$O!^R**%[MS>?8$ X>]KR<(G:';>5M!CXB=E*>3=_DS7KTE,6V[X$06O5<4 M%26#"912!KP+!F0I%" )E9)]XOAP>6.+ECG^V^?Y]_]%C]Z8(?IDU_H\\=JQ M2R,&V\?.%>G(:-A0O5TES/+B4Q102K+U.$I"J%?Z0C3(4XX8TA/NS]%0N/_. M<4S&V4J;#R#!L?>03PO\GJ\HFB!;1DM@:\E0(&?(/5A3#R*Y)$N&KEXSMD%J M7H(IAZ4DGWS\>.H^74WS0676G6/Z(&.FC%#!&T*]"[7KE-(0>"Q0T/ 8LU?6 M7*9AY;NC>C5=KNBW0 M2&8$1,DY*.0%D*L(7,9<>-;2Q,-N/![WWLZ_3F>)F/M]OOIX'?XKQ]6G>9U)F;U-O! CI4[_5IYG<%HC M,%NXM\X*Q,.2+(>]K]M"M9.-50,Y]V>D7L6XN,:K5ZLWN%C\H&_^)UY=YXE+ MCNRNIH"3,UM[$'OR)*T%F[*(6)07JLD5@H.HZ[:J;4 S-8!>QK93M_G(.@*B M3H:CU?**;.YR60\)_\CE>I;^R#'33I]J7V%9F)&U;UAMK"\\!.>K/6;HO!1: ML,,*)(]Y:[=U;"?;K&8R?TE@^FU&+\W+U<0)4S#3-LY,IEV=>P$AT[H1AN<< MN%5:_[0NY.2W=UO+=A%PG:2#?@N17L7_OIXNUV4XR^T S=OAS22-7Z;UJVD] MV3FI^.B8QP]4<'0R1P,5&=T,+'XS_QJFLTT9V]V8*L*B4-Y!837IG7,&\JLT M1)9,"E%A;-/E_SFBSG6\_IX7GPFF]^7^JLIY^6V^_?*N3&9Y-SLK66MUR62: M2ZFF67OP3!=R-(577*.U7+40Q6GDCIOV&@Q3N\[9!73WE[!]IT^&//XEE[># M#2='/HOQVBPW6@:TU-Y-,=3Y)K4<=KF\_IK3SHC!X*3TLJR+*.B# M"QQ"T!82*S$(XSG+329]#\Q'Q_;S&!0^&BDSHK;_$H;UX_77K[CX,2^_XG2Q M3@7,RT.QX5-BF\XH!OBOZUFL[_C7=/7EWBO/J)7O@_#+;P"7TL(E-A5=+#I6 MKW=C%J"83H#>:-"&7M*GVF[*F"MN'6W@X]XZ*K+0CFPVND4V!M=J";RN+@,$K!(HD& M63V50D!F%?A>J!%ET#):NP3.=\\>":3\$8<>#'\N;?TAY SM/FX2G, T?9I@>Y.&$1F M.I*1!NM"G;SB:#692 SQ8JSQACO?-&'Q%%'C%E.-OQB'_6T^3_^:7ET]F4SX/:]NW5>EG;;)1DA"1Y*S];6\7D,6!:VSB*B;Y(T: M\]6=#3T1@'N0W0,:.E@<-WQ-0F)*\A3!JYA!F5!'AKL"*1IR:!R+OLV]S1L" M^H!;%ZC8'?5SBHHZ@-:),GU2EK\1%F:?I_7P9"*%\"7' !AX'6X?!03$!"85 M1E; %+P;;M^!O?T9/^-Z%3T#OP< _<76T2];%C[AG_=^. FACFAG%FRNK32R MSA!4RI"2P&B4]Z%-&_OVK(U;C_Y_R^H: %;'+S2_66BS_+D&PSV'"A/ON%'1 M)@BL-G:PM'W[6H+KG,R*%YU*Z6E]_8R?<0OU_X*+:E #=;7=LS3ZJ%[LPWU MZLN?&%^\=]OS9W7D'^5DZE6ZZ$$Q1B:=9PD^&<5IV60CFK3D[^K,5QOGUNU0 M#%-U\@=/X%GAM+EY%)P))5V3P[>_TIGO$3@Z^\SW&'V-Z/ O%ZM[O+TE)E8_ M_IY77^;ISCH\_F[.O^/7O.D?)='K3 Y6P#H$U*8"J*RC#]PZ%D6(^I K5T3' M/4S25[MX/)?0%W9:?!1\YB/H]A5#'+K XG/57_*U@&"*:LJOIR2 M8[X(/Q0JGR=E'-Q=%@KS)GKIXTAY_D_\]_E5O4'[;OIU2D'?S<&G,#'ES"&; M@J"TLN",%:!#KH6EWC.E?N8@_OPUXZ%G2$4^/DT>0JH=I,DV5RGPZF^+^?6W M-U>X7%*H%?&V/D,X;UTH$8PV]1894@CEZJ4RM)*)F'EI,TSJ)W2]L$/E4_;" M%AKJ&W#;A:D$BS)E!J4@.;E*.'"6,[!"914098F7AEP/%52#XN!PC)V@E-Y0 M]N_Y*I7Y@K[,O\]7]<+8^G[N=4[OO^7%)L3:6F^&FG%)6P&K-VJYF9T,7W7H'T\W8@?OU"@\^H[6=S/^3^6N5Q?O9L66F,*'19)9B362];&U&*;1*$VV5W- P7@ MHLGD[7.([J. 9#! 7ER/'6!VR+/X-[BLLWEKSN [.1FSU7*2+)) !(=H5%4# M]X#6,)!BW;]=*7507GC4\H[';/51VC$X[CO"0@"92$3H6'EV3-- ^@L9M?M@,:(/(OP,<;>SZ^_(@;?#;+%Y=UQS]DQF# M"0LL>B9";MX MU'\>.!_!6VN9JG-*(ZC,$)R6D?C/PNJ$*94FI?MG4SYN)\9FH+VL1E\6A%_% M6+V0Y>_S5:ZMVM[-<;;<]*:LSDJMRK122RT* ^-EO6&I/(3H!5BF2ZIC,RQO MTHA]4"[&G7'< [0'UO3+@OF'1?Z&TQH^KNM0-]O8=HK"Q)* 2R9_*8>40%D> M:F>6#$E*X5)@.;BQ ?X<_0=!V_^5H3V8=CL ];WTQG%NEN:V3JMBD(J14-MQ M0/ 441;#;:8@T\G0Y"CT5((/.V%@+PZW%U'@V =4-YO)!_Q1-X^_YT7\@K38 M,DO,2O*,6' DN"(B!*7);S*N]I15H9B=?L1[SJ;VO. PT+RP2&82099L"(LY\:,O2T?PL=AD'UY M)U=CJGML\W=S$_1FJ;Z>S_])S"]O^/EQXWP$FX5GT8$TQ=6[H0E";>3!4_2) M^2B-L ?9PT/?>!C:7LYY43MQ]]ON]MTTY,7JQ]O-C[95R\M/"XK7<-T:]2$+ MAUT-_/E#![KT=R3U9U[GVVR@U>&_WX?LYOZ5T]E;&Q44KBB@-4F!JT,7??04 MS:)!M3M#;I\[LN<-YSE1.P^]U[;96,X2>G".PA650P&4+@,/)5@39.2[OOR! M=(_EYZW"T #L(KK;-,#\@K9U[BV7Y^L?]GZPO%@1M"_E3 1PW@CA3O)I1!LFR MF)QV5H0F][8/)[$C>)T AOE%--,9YK87!&PJS/$40-1C H7&UAR5!,>DEM8* MS+O3!X?'5@^7>UHI_1ELG:"!LAZ+Y9X<^\I1^4G**^>0M9=F!8?LEA]=N,]O7K>BM\O4JLX(R(%6!# MCJ"TU8""+' )47'O/$K3Q+ \)F6<0O-&F].9DNX.*_?N@]?CO():0,%20!%; MX+U*D'G2S'*AC6Q39;.'H)'O]IVIZ&=Q5KK-@RM[83[*]&'F"PJO]3,@@Q$P!AF1.9R50!''07G3P*WM"RZGJ MG3>7=0?VY]U\]KD6;U>1?:*_62\M)EDJ169((;EZO4"#1T/K*P<=>= LZB87 MJ)XB9IP+(HWVJ[.EW2%BMDNK]K#AN2A 6R0)HQ 7 0O(Z$@B*@IL4T;W-#GC MVI_SU?P3W)P@\YYVJSO;N36:V=)^[50=I6+K*/)H (LUX+Q Y:PM21V6[GON M+7UAXA05[MN1SI)G!R9EWS0F3-$DX2+$+#*H7,]6=3)@K##!VDC!9M,KCZ?, M1QO\;E>CK6@(F7<*G8=CFDQ"PT@L]7)D3:QG#8&3?R93,BHHY81K$GJ_T EH M1^G_Z EHQRAC[!WK]3S]"-?3=2:J'O!M;2NWQ2:&'K3 F\9&T62*.W,VBG9S MI^-!>]73S^\/%6=H<#ZL.#NP-\\T,GC]X^_X7_/%NO/0>BE%"OE,E+1V4A*@ MA*DC46DKIF\%*27M\[[)Y>4C:!SG%FFC+:V5;OJ&W1UC]Q(=%%GP:*4&Z0VM M4B$XK5))'VQM@&6<96UF%1Q)Y[C&KAE>#L?EVKE8DC,TS>:@&^7D&[1=;[6YP.J8&P_:W'=;4:NRLT*A MH"W (XFD, C$!ABA7%0V()8#KUOL>\4X]]@'WO\&E&('YN3C:A[_^=MR>9W3 M+]<+PDJ10\H"Z_3FB4J*8L+IH6- M.8BZC@J 3H3![K"&P75R,M"^YT68#YC*_K3-R4VB0IM<00B1D7R2UT!R4;3# M(X_:.V9WCP;(CHZG!\&."=+N -#] %_K$?Y?)IO0V#:QC.I9/7;[.-U M6$[3%!?3]5WS5Z5,KZ:XHC7@HK7:*PL"/?F)02#X1#QZ"I :Z<#Z[=GR/WXA(2\WG_\VBY7Q_$O> M_#O1*AJK38%8K\&I'"TXB8[\ 2;H#3S&-JGV$VCM*/'5U$4;3%\=0'+(IIJU M'PP3(CI>(DA6BU63R. <&M"9E5B"/#>;B]D$9R)@BZ\WE9SY#%98Y73 M(&(U#CX@[8$) 84VV4NK7L#4]'O\C-,([H6L@U/UWL4"N!DO/2D<-=-8FWUY M52GG@(@E8\FR9NRPT!XS1D:PBQDR3;@:/PL,S])M?Q!Z[RQ]7Z8E9> MQ*J:SWE"3H^ST0:@*+2.ZPT*0N0!N+8Q)D$N49O6PH>3.%*_M(:P:J2>#H#W MA$W^L)C_6N>:WQMO_D?^GF?7^7VYJ2#Z.)W%?$_,OY 47L75-5Y-8F:1[# # MRTT&%7B!H!@)($1AF' F89/N?H-S,E('M\MNP!=4]HM!^UM+=?OZ M0^2@(F/%YT).MPN@9+;@/">7W 9K+3*7PJ5 WRR! M6?Y<]YE/K?OW[.L6\)"!P_KU['W60/UY#J/US'X\/VNC<-OT15A3?*H]H JG M?3\5#<@%0A6'B9;<3MW$+?L98:W:N=3VB5?SY?4BW_6PXBHK5R?#FJP\.=VV M^CY6UN4JI9-2L.PN*8,G:.RGS<+9*#JTO<::TMM)X=<^TG]%Y M[*3W-+9RA_-X*0L8&189T(&3=>P]"X3B7"PPK:45/CK&FV2C6UO N\&PA_72 MV53_26%$J'W*QR#KT6%J<^V-&->D M/)V\(]?PZNUL-=UV<1+&>DV[" 29: NQT0(:ZZ!D5)%\4<[X$X[(\@9YRQS_ M[?/\^_^B1V] 1Y_L8NV)UXZ+H LH>3Z,Q$<&RX;J;9EZDL61KU&@9D1KVQ4' M*"B"___;N[(F-W(<_;[_A;N\CY>-\-GK"'>[M^V9>:P 2;"L65GID:KH'B@L.A@I^VN. Y.3E=8- M(,&Q:_.?;LLE4]$J2I8C>8%:1\W()P1F2^0Z*Y*1,3_SDB;:XNPTI?5O;': M!*<)A?=O?OWX[OW[5UN&DC39RSH'SP&G7^JTS^PR2Y$7EY%'$T[I>O?C:N-4 M2[>&Q@D2'1LBGS[CKS#O%K@>FK!E(!H45BKROI2B S-Y2]:3@E7N2>F1V)#8 MK]GW0U\?IX1Y. B<++$)J/SU;#['Y=ON>I'7DL\1;O[T6[=X>[U<42Q)C%V^ MA2^S^??;?[GEUW'$K+5CR4K-=+:)03""66LA&RVUZ]D.?@!BQJE-'A109]7' M!.YGUK>I]8IU_:+R0UE7PJ[=->.*HTU3F.6A3N3@G 5>N^+($J6W$&.;5]"/ M4C3.B77^@&=8U4P 8_OT;[?&D!KOND MC!Q&#Z/C;E"!3P$RW97*.A-48()^J@>[9& \A8]%H;?!9>&: M5&[=)V5X-/\2$B6O&:\=2;65F07+#DN;6\<"E M;7,Y>)^4<8^M=F@Y1M*3L2QK>6P94"*K*"D^=+Y.-D8;&!1#Z \F&AE0.1O; M066/DG'BL:9(.5;.$S$K"_KI36(^8:$>@!0\8DFWB*O^?H&ED/ZD)"'Z&M",U,G8FZL7E$M=QR(M% M_GT.Q,VON+S$Y2ZI46P&C*%:_D0BJG/2425F<^(Q>?H][SES\,EU)@:88W79 MM1'LV!CYB*E;Y!=?UJ4MQ,X?N%J7XO_2D=@64,LU=\QNN=/%%9&U8WD]8=$J MO:DB>F2GNP62VHI_1'"MEE<7GV97U4%XM\BS;[-\#?.U M90[>9^X$, P%F1:E,/!2D3N:C+16(GFA/2V?*JK/LZ^?NA^N":3(EIN$#&TM(Z!>,^B*"L5\GU MR4$>AZZG:1OG(!P(!4]A:D"5C(RVEQTL\X?R>K;$1/]J]>HSS)9?8'<-9*- MLNB9B01UN# GIS(HQ3(&0".+\VXPT_4T*1/"TI#:[YJH8F10_5&'4FP&G@2P MP=..$T'4AJ9T;$=I##/1:IN4CDGV*6;MA9^;5 CRVL 07D M@LARBH8:0;C:-J/Y6B.]E]]O1F0I&UU0#EC*M15C<8Y\-(\LTBE7#&2,&7O@ MXO#FF3^G;9PF6^/EGX=6UY01N#>."Z+V*8)BM#UKE !U,%=2S.J,0/;:0IMN M0#UH&S>S.#@>^N+M2.6,G6E\,5M^)5;PTY_=[I*9AZ@"M\RJ1%9?*E,G M63LA,T_9]BN-OO?IB2+C6,UU@XEQ;!#\AG_N&+C)9^H(CO:_T-8R.J45"Q$# M UD'_H&'U//)Q+U/CYLN;@J"T\0X@9/G[7QV^?GJ1B8[!PZD-N0",BY5("9( M*!XK.\50K _:%=YD8NJ#U(Q[O]X*/L,I8 (HZN?Z;:)+84TLT3%C+!E);A1Y M?JHP:11@TCP'U62607\2Q^G7.9X_W4AY$X/E=JO2_G&1M@_+0H8ZU#8PDALP M[40Q7GGE1/.6'E-PFELI_0EL':&!L;VD[?NW=XNTMSE)=[\\'30G$]RG*+&-BH?_ES0AS[/ON[-_%G/OK@0 M3ID0T+*H4V$ZDX@\-Y(E,HL9 D43,O0R,H\N,9USY70U=H/+=&QD[)7Q_[6[ MJI-1NC]QN==]UP./SFK.@JJ7]O6QD#/]P?;6Z@D7MSW"1@.QJ(-A*T"4R)3-6^4MX5GWFC MEQ*/$S5N]J8)L ;7Q;1P1<+ZL-ST 5\/#*/-LF;OPDGD1BO/9.1D615Y\X$[ MSY!()K:R2KSU4Z[':!NWE/1<*!M$,Y, VYT*[LWVV8P($Q=&&G11"99#;?(0 M-)+CR"4+0DO!%=#)UF1 X--DC5N^U1AB@^EC NAZHEO_ID^U^*J M/^H5SVI;([7F\\67[GI1QP[KXOEZU)6K UZ#8UYHS7(IN=0"VGBWVNQ1]_XH M L:]ZFCI];?7Q]B8V]T[WXN$+VSQ:!QME1"*KST#Z@.XG)F6COS0$!-BOYO\ M1Y<8-QW5#C?#R'1L9#PBGYJ83U>;P;\?RMY?7-@,VB4TK(BU^YACG4-A&0+( MJ)3A,?N/,Z\KO8X:JJ!";A8^_Q59E87.CK:#K$PYZJ/Z&1FT1K'P&F; MC4S)ZR;UL?755ZUSJI/L/5Y]Q^5NW2-?+*MK- ME,2+(C,"E\A*940+]"R4$%C6I119%,6Y39#4@[:1)FB=!5M#JV:Z4S8^XN5F MZMW-F(D?:>XW0^.!KPPT(>-G] TT_V*[S!_XM5O6Q/CM= *KK4L&F$K5U0DE MLE!-C$)7T$G)E6]R!_H802?G ^Y\]Z'Y,8C9A,0MDQKKFR=/=M1S9%%'C'7W MD#4]!\^3F_ S"$KN90 &ULASLC7KN_&CIO8\^JUF=N*,H#&231I3-K,]-[<3=%?8$_?+[]B]O\:]0JY"SI<,UKR=G MD1Q\E@S *NF%L0*;E& ?2>]$K=0A:'I\TDX[S4W )[]E<],NX&^SC/>GI[XE MF;^AK;]

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end

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�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