Expedia Group (EXPE) 10-K risk factor changes: FY2018 vs FY2017

We compete with both established and emerging online and traditional [removed: sellers] [added: providers] of travel-related services, including:

| • | Travel [added: product] suppliers, including hotels, airlines and car rental companies; |

Online and traditional travel agencies: We face increasing competition from other online travel agencies (“OTAs”) in many regions, such as [removed: The Priceline Group] [added: Booking Holdings] and its subsidiaries Booking.com and Agoda.com, as well as regional competitors such as Ctrip, which in some cases may have more favorable offerings for travelers or suppliers, including pricing and supply breadth.

Many of these competitors, such as [removed: airlines, hotels] [added: hotels, airlines] and rental car companies, have been steadily focusing on increasing online demand on their own websites and mobile applications in lieu of third-party distributors such as the various Expedia [added: Group] sites.

For instance, several large hotel chains have combined to establish a single online hotel search platform with links directly to their own websites and mobile [removed: applications and] [added: applications,] some low-cost airlines, which are having increasing success in the marketplace, distribute their online supply exclusively through their own [added: websites, and some airlines have attempted to apply or may apply surcharges for bookings made outside their own] websites.

To the extent that leading [added: or dominant] search engines that have a significant presence in our key [removed: markets] [added: market use their leading or dominant positions to] disintermediate online travel agencies or travel content providers by offering comprehensive travel planning, shopping or booking capabilities, or increasingly refer those leads directly to suppliers or other favored partners, increase the cost of traffic directed to our websites, or offer the ability to transact on their own website, there could be a material adverse impact on our business and financial performance.

In recent years search engines have increased their focus on acquiring or launching [removed: flight and hotel search] [added: travel] products that provide increasingly comprehensive travel planning content and direct booking capabilities, comparable to OTAs.

For example, Google has [removed: entered various aspects of the online travel market, including by establishing a] [added: continued to add features and functionality to its] flight [removed: metasearch product (“Google Flights”)] and [removed: a] hotel metasearch [removed: product (“Hotel Ads”) that] [added: products (“Google Flights” and “Hotel Ads”), which] are growing rapidly, [removed: as well as] [added: and has also further integrated] its “Book on Google” reservation [removed: functionality.][added: functionality into the Hotel Ads product.]

In addition, these search engines continue to expand their voice and artificial intelligence [added: capabilities.]

In addition, our [removed: websites,] [added: brands,] or [removed: websites] [added: brands] in which we hold a significant ownership position, including [removed: trivago-branded websites,] [added: 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.

Travel metasearch websites: Travel metasearch websites, including Kayak.com (a subsidiary of [removed: Priceline),] [added: Booking Holdings),] trivago (a majority-owned subsidiary of [removed: Expedia),] [added: Expedia Group),] TripAdvisor, Skyscanner and Qunar (both are subsidiaries of Ctrip), aggregate travel search results for a specific itinerary across supplier, travel agent and other websites.

eCommerce and group buying websites: Traditional consumer eCommerce [added: platforms, including Amazon] and [added: Alibaba, and] group buying websites have periodically undertaken efforts to expand their local offerings into the travel market.

Alternative accommodations: [removed: Airbnb] [added: Airbnb, Booking Holdings] and [removed: similar websites] [added: other providers of alternative accommodations] that facilitate the short-term rental of homes and apartments from owners [added: both] provide an alternative to hotel rooms and [removed: vacation rental] [added: compete with alternative accommodation] properties available through Expedia [removed: websites,] [added: Group brands,] including [removed: HomeAway.][added: HomeAway and VRBO.]

The continued growth of alternative accommodation sources could affect overall travel patterns generally and the demand for our services specifically in facilitating reservations at hotels and [removed: vacation rentals.][added: alternative accommodations.]

[removed: 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.

We continue to adapt our business to remain competitive, including investing in evolving channels, such as [removed: metasearch,] [added: metasearch] and mobile, as well as voice search capabilities and offering new consumer choices, including inventory types and transactional models, and increasing supplier inventory on our existing [removed: platforms through acquisitions and partnerships.][added: platforms.]

We [removed: increasingly utilize] [added: rely heavily on] internet search engines such as Google, principally through the purchase of travel-related keywords, to generate a significant portion of the traffic to our websites and the websites of our affiliates.

An important component of our business success depends on our ability to maintain and expand relationships with travel suppliers (including owners and managers of [removed: vacation rental] [added: alternative accommodation] properties) and GDS partners.

Political instability, including the [added: proposed] United Kingdom withdrawal from the European [removed: Union,] [added: Union ("Brexit"),] bans on travel from certain countries to the United States, geopolitical conflicts, [added: trade disputes,] significant fluctuations in currency values, sovereign debt issues and macroeconomic concerns are examples of events that contribute to a somewhat uncertain economic environment, which could have a negative impact on the travel industry in the future.

[removed: During 2017,] [added: In recent years,] certain online travel companies and metasearch websites [removed: continued to expand] [added: expanded] their offline and digital advertising campaigns globally, increasing competition for share of voice, and we expect this activity to continue in the future.

[removed: 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.

Moreover, branding efforts with respect to some brands within the Expedia [added: 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.

| • | Diversion of management’s attention or other resources from our existing [removed: businesses, for example during 2016, we expended significant resources in the integration of Orbitz Worldwide, Inc.;] [added: businesses;] |

Our [removed: HomeAway] [added: alternative accommodations] business is subject to regulatory [removed: risks and continues its transition to a primarily transaction-based business, either of] [added: risks,] which could have a material adverse effect on our operations and financial results.

[removed: HomeAway] [added: Our alternative accommodations business] has been, and continues to be, subject to regulatory [removed: development] [added: developments] that [removed: affects] [added: affect] the [removed: vacation rental] [added: alternative accommodation] industry and the ability of companies like us to list those [removed: vacation rentals] [added: alternative accommodations] online.

For example, some states and local jurisdictions have adopted or are considering statutes or ordinances that prohibit [added: or limit the ability of] property owners and managers [removed: from renting] [added: to rent] certain properties for fewer than 30 consecutive [removed: days] [added: days,] or [removed: otherwise limit their] [added: that regulate short term rental platforms’] ability to [removed: do so, and other states and local jurisdictions may introduce similar regulations.][added: list alternative accommodations, including prohibiting the listing of unlicensed properties.]

Many homeowners, condominium and neighborhood associations have adopted rules that prohibit or restrict short-term [removed: vacation] rentals.

[added: In addition, many of the laws that impose taxes or other obligations on travel and lodging] companies were established before the growth of the internet and the [removed: vacation rental] [added: 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 [removed: HomeAway’s] [added: our alternative accommodations] business and results of operations, which in turn could have a material adverse effect on [removed: Expedia’s] [added: Expedia Group’s] operations and financial results.

As we have expanded globally, our international (non-U.S.) revenue has increased from 39% in 2010 to 45% in [removed: 2017.][added: 2018.]

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 [removed: regulatory and tax landscapes) of each country into which we expand, could slow our growth.]

| • | Differences, inconsistent interpretations and changes in U.S. and non-U.S. laws and regulations, including tax laws enacted pursuant to the 2017 Tax Cuts and Jobs Act [added: (“the Tax Act”)] in the United States; |

| • | Difficulties in attracting and retaining qualified employees in international markets, as well as managing staffing and operations due to increased complexity, [removed: unionization,] [added: unionization/works councils,] distance, time zones, language and cultural differences; and |

Following the sale of our eLong ownership stake in May 2015 to a group of China-based purchasers, including to a subsidiary of Ctrip International, Ltd., we have conducted our [added: consumer] business in China through localized websites and commercial arrangements with local partners, including Ctrip.

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 [removed: vacation rental] [added: alternative accommodation] licensing and listing requirements, the internet and online commerce, internet advertising and price display, consumer protection, [added: 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.

[removed: Unfavorable changes or] interpretations could decrease demand for our products and services, limit marketing methods and capabilities, affect our margins, increase costs and/or subject us to additional [removed: liabilities.][added: liabilities or requirements for licensing.]

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 [removed: regulations] [added: regulations, anti-money laundering,] and anti-corruption laws, across industries.

U.S. economic sanctions relate to transactions with designated foreign countries, including Cuba, Iran, North Korea, [removed: Sudan,] Syria and [removed: the Crimea region of the Ukraine, and] nationals and others of those countries, [added: Ukraine/Russia related sanctions,] as well as certain specifically targeted individuals and entities.

We believe that our activities comply with OFAC, European Union, United Kingdom and other regulatory authorities’ economic sanction and trade [removed: regulations] [added: regulations, as well as anti-money laundering] and anti-corruption regulations, including the Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act and the UK Criminal Finances Act.

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 [added: 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 [added: Group,] and the presentation of information to consumers, as described in Part I, Item 3, Legal Proceedings - Competition and Regulatory Matters.

Industry and Operational Risks

Consolidation of travel suppliers may tend to exacerbate such negative effects on our businesses.

Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing

| • | Uncertainties and effects of Brexit, including financial, legal, tax and trade implications; |

We are also

For existing and future payment options we offer to both our customers and suppliers, we may become subject to additional regulations and compliance requirements including obligations to implement enhanced authentication processes, that could result in significant costs to us and our suppliers and reduce the ease of use of our payments options.

regulatory and tax landscapes) of each country into which we expand, could slow our growth.

| • | Changes to trade policy or agreements that limit our ability to offer, or adversely affect demand for, our products and services; |

In addition, we plan to move our corporate headquarters from Bellevue, Washington to Seattle, Washington in late 2019, which could negatively affect our ability to attract and retain certain employees.

Legal and Regulatory Risks

Other states and local jurisdictions may introduce similar regulations.

Unfavorable changes or

This has contributed to an increase in audit activity and harsher stances by tax authorities and has also resulted in legislative action, including new taxes on services and gross revenue and through other indirect taxes.

If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts and also may be required to pay interest.

A description of recent significant “pay-to-play” payments and refunds, as well as ongoing tax inquiries or audits in other “pay-to-play” jurisdictions, is included in NOTE 16 — Commitments and Contingencies in the notes to the consolidated financial statements.

Brexit may create additional indirect tax implications for our business.

There is uncertainty as to the manner and timing of the withdrawal of the United Kingdom from the European Union and the operation and application of relevant tax laws in the context of the withdrawal agreement scenarios.

Depending upon the outcome, we may have a material and adverse impact to our business.

Certain jurisdictions have enacted new tax laws, rules and regulations directed at the digital economy and multi-national businesses.

Possible outcomes include double taxation, multiple levels of taxation, or additional obligations, prospectively or retrospectively and subject us to interest and penalties.

Demand for our products and services could decrease if we pass on such costs to the consumer, result in increased costs to update or expand our technical or administrative infrastructure or effectively limit the scope of our business activities if we decided not to conduct business in particular jurisdictions.

Some jurisdictions have enacted laws that require online digital platforms to report user activity or collect and remit taxes from some or all of the travel suppliers listing on the online platform.

We periodically receive requests from tax authorities for information regarding accommodation providers listing on some of our sites as well as traveler information along with details of certain transactions through our sites, and in some cases we have been legally obligated to provide this data.

The cost of complying with these new rules and information requests may harm our business.

reporting (“CBCR”).

In March 2018, the OECD proposed measures to address the application of corporate tax to companies operating in the digital economy.

Following the OECD’s announcement, the European Commission published proposals for European Union (“EU”) member states to introduce a new digital services tax on the revenue of companies that provide certain digital services.

Several territories both within and outside the EU, including geographies in which we operate, have proposed similar measures to introduce new digital services taxes on companies.

At present, there is limited guidance as to the applicability of these taxes to our business.

These taxes are likely to be incremental to the taxes currently incurred by the Company and could result in taxation of the same revenue in multiple countries.

If enacted, these proposed measures could have an adverse effect on our business or financial performance.

Additional legislative changes are anticipated in upcoming years, including but not limited to increased disclosure of company activities and the introduction of other new taxes specifically targeting the digital economy.

Technology, Information Protection and Privacy Risks

transactions, decrease our quality of service that we can offer to our customers, damage our reputation and brands, increase our costs and/or cause losses.

the collection and use of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices.

Four U.S. states, including California, passed comprehensive privacy legislation that will go into effect in beginning in 2019 or 2020, and 15 additional states are considering privacy legislation this legislative term.

We have invested, and expect to continue to invest, significant resources to comply with the GDPR and other privacy laws and regulations.

Failure to meet any of the requirements of these laws and regulations could result in significant penalties or legal liability, adverse publicity and/or damage to our reputation, which could negatively affect our business, results of operations and financial condition.

Financial and Market Risks

In addition, we face significant credit risk and potential payment delays with respect to non-financial contract counterparties including our Expedia Partner Solutions partners, which may be exacerbated by economic downturns.

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capabilities.

Notably, Facebook has launched Dynamic Ads for Travel product, expanding its reach into the travel market.

In addition, many of the laws that impose taxes or other obligations on travel and lodging

We are subject to legal, financial and competitive risk associated with HomeAway’s transition to a primarily transaction-based business.

HomeAway historically generated the majority of its revenues when owners or managers of vacation rentals paid HomeAway subscription fees for the listing of their properties on the HomeAway family of websites.

While subscription fees were previously the predominant source of revenue for HomeAway, a growing share of HomeAway’s revenue is now generated from a commission-based business model, where the traveler pays a service fee for the use of the HomeAway platform and the owner or manager of the property pays HomeAway a fee or a commission on a transactional basis for each booking of the property by a traveler.

HomeAway launched the traveler service fee and introduced its Book with Confidence Guarantee in the United States beginning in February 2016, followed by a rollout in Europe beginning in June 2016.

In addition, HomeAway moved to a single subscription option for its homeowners and property manager partners in July 2016.

HomeAway’s business model transition involves significant additional risks and potential costs for HomeAway, including:

| • | Delays or unanticipated costs in completing the transition, which may delay or negate any expected benefits; |

| • | Suppliers and travelers may not adopt HomeAway’s new marketplace or payment structures and may choose to transact with competitors; |

| • | Failure to implement or expand HomeAway’s technology, systems and network infrastructure in light of additional payment processing and reporting complexity, or failure to do so at a reasonable cost; |

| • | New efforts in search engine marketing and participation in metasearch may be ineffective and reduce HomeAway’s ability to spend at the desired return on investment; |

| • | Increased risk of fraud; and |

| • | Additional potential tax exposures. |

This has contributed to an increase in audit activity and harsher stances by tax authorities.

For example, as a pre-condition to challenging the assessments, during 2009, we paid $48 million under protest to the city of San Francisco and an additional $25.5 million under protest on May 26, 2014 in connection with additional assessments; and during 2013, we paid $171 million to the state of Hawaii.

In September 2015, following a ruling by the Hawaii Supreme Court, the State of Hawaii refunded the Expedia companies $132 million of the original “pay-to-play” amount, and Orbitz also received a similar refund of $22 million.

On May 15, 2017, the Expedia companies paid under protest the full amount claimed due, or approximately $16.7 million, as a condition of appealing the August 5, 2016 decision by the Hawaii tax court holding that taxes are due on the online travel companies’ services to facilitate merchant model car rental transactions.

be subject to additional tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our cash flows, financial condition and results of operations.

Additional legislative changes are anticipated in upcoming years.

protection.

In addition, the European Court of Justice’s invalidation of the U.S.-EU Safe Harbor Framework could make it more difficult for us to transfer data outside of the European Union for processing and the European Union’s reforms to its existing data protection legal framework, which may result in a greater compliance burden for companies, including Expedia, with users in Europe and increased costs of compliance.

Failure to meet these requirements could result in significant penalties.

assistants, and our global expansion, including into markets with a history of elevated fraudulent activity.

In addition, due to instability in the economy we also face increased credit risk and payment delays from our non-financial contract counterparties.

We make available, on a stand-alone and package basis, travel [removed: products and] services provided by numerous lodging properties, airlines, car rental companies, destination service providers, cruise lines, vacation rental property owners and managers, and other travel product and service companies.

We also offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on our [removed: transaction-based] websites.

Generally, [removed: 2016 and] 2017 [added: and 2018] represented years of continuing [removed: improvement] [added: growth] for the travel industry.

Increased usage and familiarity with the internet [removed: drove] [added: are driving] rapid growth in online penetration of travel expenditures.

According to Phocuswright, an independent travel, tourism and hospitality research firm, in [removed: 2018,] [added: 2019,] over 45% of U.S. and European leisure and unmanaged corporate travel expenditures are expected to occur online.

Online penetration rates in the emerging markets, such as Asia Pacific and Latin American regions, are lagging behind that of the United States and Europe, and are estimated to be in the range of [removed: 30%] [added: 35%] to [removed: 40%.][added: 45% in 2019.]

These penetration rates increased over the past few years, and are expected to continue growing, which [removed: has attracted] [added: presents an attractive growth opportunity for our business, while also attracting] many competitors to online travel.

Competitive entrants such as “metasearch” companies, including Kayak.com (owned by [removed: The Priceline Group),] [added: Booking Holdings),] trivago (in which Expedia [added: 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 [removed: tools, the impact of which is currently uncertain.][added: tools.]

[removed: Players] [added: Businesses] such as Airbnb, HomeAway (which Expedia acquired in December 2015) and Booking.com (owned by [removed: The Priceline Group)] [added: 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 [removed: estimated by analysts to account for approximately $100 billion of annual travel spend and] expected to continue to grow as a percentage of the global accommodation market.

Furthermore, we [removed: saw] [added: see] increased interest in the online travel industry from search engine companies as evidenced by recent innovations including direct booking [removed: functionality, as well as licensing deals and proposed] [added: functionality] and [removed: actual acquisitions] [added: product enhancements] by companies such as Google.

Expedia [added: Group] distributes both merchant (Expedia Collect) and agency (Hotel Collect) hotel offerings for our hotel supply partners through both agency-only contracts as well as our hybrid ETP program, which offers travelers the choice of whether to pay Expedia [added: Group] at the time of booking or pay the hotel at the time of stay.

We manage our selling and marketing spending on a brand basis, making decisions in each applicable market that we think are appropriate based on the relative growth [removed: opportunity,] [added: opportunity and] the expected returns and the competitive environment.

[removed: In certain cases, particularly in] emerging markets, we are pursuing and expect to continue to pursue long-term growth opportunities for which our marketing efficiency is less favorable than that for our consolidated business, but for which we still believe the opportunity to be attractive.

[removed: The] [added: In addition, the] crowded online travel environment is now driving certain secondary and tertiary online travel companies to establish marketing [added: agreements with global players in order to leverage distribution and technology capabilities while focusing resources on capturing traveler mind share.]

As a percentage of our total worldwide revenue in [removed: 2017,] [added: 2018,] lodging accounted for [removed: 68%.][added: 69%.]

Our room night growth has been healthy, with room nights [removed: excluding eLong growing 36% in 2015,] 32% in [removed: 2016, and] [added: 2016 (excluding eLong),] 16% in [removed: 2017.][added: 2017 and 13% in 2018.]

ADRs for rooms booked on Expedia and HomeAway websites [removed: excluding eLong declined 5% in 2015,] increased 5% in 2016 [added: (excluding eLong)] due to the acquisition of HomeAway, [removed: and increased] 3% in [removed: 2017.][added: 2017 and 5% in 2018.]

Current occupancy rates for hotels in the United States remain high; however, U.S. hotel supply [removed: growth] has [removed: been accelerating,] [added: continued to grow,] which may put additional pressure on ADRs.

In [added: some] international markets, hotel supply is being added at a faster rate as hotel owners and operators try to take advantage of opportunities in faster growing [removed: regions such as Asia and certain Latin American markets.][added: regions.]

We have [removed: had success] [added: succeeded in] adding supply to our [added: global lodging] marketplace with more than [removed: 590,000] [added: one million] properties on our global websites as of December 31, [removed: 2017,] [added: 2018,] including more than [removed: 150,000] [added: 370,000 integrated] HomeAway vacation rental [removed: properties now available on select Brand Expedia, Orbitz, Travelocity, CheapTickets and ebookers websites.][added: listings.]

With our acquisition of HomeAway and all of its brands in December 2015, we expanded into the fast growing [removed: $100 billion] alternative accommodations market.

HomeAway is a leader in this market and represents an attractive growth opportunity for [removed: Expedia.][added: Expedia Group.]

However, in [removed: 2015, 2016] [added: 2017] and [removed: 2017,] [added: into 2018,] there [removed: has been] [added: was] evidence of discounting by the U.S. carriers while currency headwinds and weaker macroeconomic trends put pressure on international results.

We can [added: encounter]

[removed: encounter] pressure on air remuneration as air carriers combine and as certain supply agreements renew, and continue to add airlines to ensure local coverage in new markets.

Air ticket volumes [removed: excluding eLong] increased [removed: 35% in 2015 and] 32% in [removed: 2016,] [added: 2016 (excluding eLong),] primarily due to the acquisition of Orbitz, [removed: and] 4% in [removed: 2017.][added: 2017, and 5% in 2018.]

As a percentage of our total worldwide revenue in [removed: 2017,] [added: 2018,] air accounted for 8%.

Our advertising and media business is principally driven by revenue generated by trivago, a leading hotel metasearch website, in addition to Expedia [added: Group] Media Solutions, which is responsible for generating advertising revenue on our global online travel brands.

In [removed: 2017,] [added: 2018,] we generated a total of $1.1 billion of advertising and media [removed: revenue] [added: revenue, a slight increase from 2017,] representing [removed: 11%] [added: 10%] of our total worldwide [removed: revenue, up from $807 million in 2016.][added: revenue.]

We generally experience seasonal fluctuations in the demand for our travel [removed: products and] services.

Because revenue for most of our travel [removed: products,] [added: services,] including merchant and agency hotel, is recognized [removed: when] [added: 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 [added: or more] for our vacation rental business.

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 [removed: aggressively market] [added: typically increase marketing] during the busy booking period for spring, summer and winter holiday travel.

[removed: We expect that as] [added: As] HomeAway [removed: continues its shift] [added: has further shifted] to [removed: more of] a [added: predominately] transaction-based business model for vacation rental listings [added: and] its [added: booking window elongates, its] seasonal trends [removed: will be] [added: are] more pronounced than our other traditional leisure businesses.

In certain instances when a supplier invoices us for less than the cost we accrued, we generally [removed: recognize those amounts as] [added: 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 [removed: experience and contract terms.][added: experience.]

We offer certain internally administered traveler loyalty programs to our customers, such as our Hotels.com Rewards program, our [removed: Brand] Expedia [removed: Expedia+ rewards] [added: Rewards] program and our Orbitz [removed: rewards] [added: Rewards] program.

[removed: Expedia+] [added: Expedia Rewards] rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 30 Brand Expedia websites.

Orbitz Rewards allows travelers to earn [removed: OrbucksSM,] [added: Orbucks,] the currency of Orbitz Rewards, on flights, hotels and vacation packages and instantly redeem those Orbucks on future bookings at various hotels worldwide.

[added: 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 Tax Act [added: was enacted in December 2017 and the Tax Act] significantly [removed: changes] [added: changed] U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a territorial tax system and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries.

Expedia Group is one of the world's largest travel companies.

We help knock down the barriers to travel, making it easier, more enjoyable, more attainable and more accessible.

We bring the world within reach for customers and partners around the globe.

We leverage our platform and technology capabilities across an extensive portfolio of businesses and brands to orchestrate the movement of people and the delivery of travel experiences on both a local and global basis.

For additional information about our growth strategy for Expedia Group, see the disclosure set forth in Part I, Item 1, Business, under the caption “Growth Strategy.”

For additional detail regarding the competitive trends and risks we face, see Part I Item 1 Business - "Competition," and Part I, Item 1A, Risk Factors - "We operate in an increasingly competitive global environment.”

In certain cases, particularly in

For more detail, see Part I, Item 1A, Risk Factors - "We rely on the value of our brands, and the cost of maintaining and enhancing our brand awareness are increasing” and “Our international operations involve additional risks and our exposure to these risks will increase as our business expands globally.”

HomeAway offers hosts subscription-based listing or pay-per-booking service models.

It also generates revenue from a traveler service fee for bookings.

As of December 31, 2018, there are over 1.8 million online bookable listings available on HomeAway, with over 370,000 listings also available through Expedia Group's other brands.

Starting in the second half of 2018, there has been evidence of modest fare increases, though it remains unclear if this trend will continue.

Ticket prices on Expedia Group websites declined 6% in 2016 (excluding eLong), 1% in 2017, and increased 2% in 2018.

Based on airline reports, demand for airline tickets seems to be strong, helping increase air revenues globally.

There is significant correlation between airline revenues and fuel prices, and fluctuations in fuel prices generally take time to be reflected in air revenues.

Given current volatility, it is uncertain whether the recent increases in fuel prices will drive further increases in airfares, particularly when considering planned supply increases through capacity additions.

In 2018, trivago shifted its operational focus, reducing marketing spend to better balance revenue and profit growth.

The lower marketing spend negatively impacted revenue growth, while benefiting profitability.

We expect that trend to continue in the first half of 2019.

Deferred Loyalty Rewards

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.

We applied the guidance in SAB 118 when accounting for the enactment date effects of the Tax Act in 2017 and throughout 2018.

At

December 31, 2017, we had not completed our accounting for all of the enactment date income tax effects of the Tax Act under Accounting Standards Codification 740, Income Taxes, for the following aspects: one-time transition tax and revaluation of deferred tax balances.

As of December 31, 2018, we have now completed our accounting for all of the enactment date income tax effects of the Tax Act.

Based on our final analysis, changes in our estimates during 2018 relating to the one-time transition tax and revaluation of deferred tax balances were immaterial.

The Tax Act created a new requirement that global intangible low-taxed income (“GILTI”) earned by our foreign subsidiaries must be included in gross U.S. taxable income which we account for in the period incurred (the "period cost method").

Occupancy and Other Taxes.

More recently, a limited number of taxing jurisdictions have made similar claims against HomeAway for tax amounts due on the rental amounts charged by owners of vacation rental properties or for taxes on HomeAway’s services.

HomeAway is an intermediary between a traveler and a party renting a vacation property and we believe is similarly not liable for such taxes.

Our employee stock options consist of service based awards, some of which also have market-based vesting conditions.

The

| • | Jefferson Parish, Louisiana Litigation. On January 2, 2019, Jefferson Parish, Louisiana filed a lawsuit in Louisiana state court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, Orbitz and Egencia, alleging claims for declaratory judgment, violation of state and local tax laws, unfair trade practices, breach of fiduciary duty and imposition of a constructive trust. |

| • | Palm Beach County, Florida Litigation. On January 23, 2019, the court granted defendants’ motion for summary judgment, concluding that the defendants are not responsible for tourist development taxes. |

| • | Miami Dade County, Florida Litigation. On October 30, 2018, Miami-Dade County, Florida filed a lawsuit in Florida state court against HomeAway and Expedia for a declaratory judgment and supplemental relief claiming that HomeAway is obligated to collect and remit transient rental taxes imposed by Miami-Dade County. |

| • | Broward County, Florida Litigation. On January 11, 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway for a declaratory judgment and supplemental relief claiming that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and also seeking enforcement of a subpoena. |

Expedia, Inc. is an online travel company, empowering business and leisure travelers with the tools and information they need to efficiently research, plan, book and experience travel.

We created a global travel marketplace used by a broad range of leisure and corporate travelers, offline retail travel agents and travel service providers.

agreements with global players in order to leverage distribution and technology capabilities while focusing resources on capturing traveler mind share.

In May 2015, Expedia sold its 62.4% equity stake in eLong for approximately $671 million to several purchasers including Ctrip.com International, Ltd (“Ctrip”).

Expedia and Ctrip also reached agreement on cooperation for certain travel products in specified geographic markets.

The transaction closed on May 22, 2015.

Unless otherwise noted, all discussion in the “Trends” and “Growth Strategy” sections refers to results for Expedia, Inc. excluding eLong.

However, U.S. dollar-denominated hotel ADRs declined in 2015 and 2016, due to the currency translation impact, and increased in 2017.

In addition, HomeAway rolled out a traveler service fee in the United States and Europe during the first half of 2016, consistent with market practice.

The fee is expected to continue to contribute to HomeAway’s revenue growth and help fund marketing investment, programs to better protect travelers and future growth initiatives.

Furthermore, HomeAway moved to a single subscription option globally in July 2016.

In the first quarter of 2017, HomeAway began integrating Expedia vacation rental properties onto its websites.

As of December 31, 2017, there are nearly 1.5 million online bookable listings available on HomeAway.

Ticket prices on Expedia websites excluding eLong declined 11% in 2015, 6% in 2016, and 1% in 2017 as short-haul traffic and low cost carriers grew alongside increasingly competitive airline pricing and more recently a volatile fuel pricing environment.

Growth Strategy

Global Expansion.

Our Brand Expedia, Hotels.com, Egencia, and EAN brands operate both domestically and through international points of sale, including in Europe, Asia Pacific, Canada and Latin America.

In addition, ebookers offers multi-product online travel reservations in Europe and Wotif Group has a leading portfolio of travel brands, including Wotif.com, Wotif.co.nz, lastminute.com.au, lastminute.com.nz and travel.com.au, focused principally on the Australia and New Zealand markets.

Egencia, our corporate travel business, operates in over 65 countries around the world and continues to expand.

The HomeAway portfolio has 60 vacation rental websites all around the world.

We own a majority share of trivago, a leading metasearch company.

Officially launched in 2005, trivago is one of the best known travel brands in Europe and North America.

trivago continues to operate independently and grow revenue through global expansion, including aggressive expansion in new countries.

In December 2016, trivago successfully completed its initial public offering and trades on the Nasdaq Global Select Market under the symbol "TRVG." In addition, we have commercial agreements in place with Ctrip and eLong in China, Traveloka in Southeast Asia, as well as Decolar.com, Inc. in Latin America, among many others.

In conjunction with the commercial arrangements with Traveloka and Decolar, we have also made strategic investments of over $600 million combined in Traveloka in 2017 and Decolar in 2015.

In 2017, approximately 38% of our worldwide gross bookings and 45% of worldwide revenue were through international points of sale compared to just 21% for both worldwide gross bookings and revenue in 2005.

We have a goal of generating more than two-thirds of our revenue through businesses and points of sale outside of the United States.

In expanding our global reach, we leverage significant investments in technology, operations, brand building, supplier relationships and other initiatives that we have made since the launch of Expedia.com in 1996.

Our scale of operations enhances the value of technology innovations we introduce on behalf of our travelers and suppliers.

We believe that our size and scale afford the company the ability to negotiate competitive rates with our supply partners, provide breadth of choice and travel deals to our traveling customers through an expanding supply portfolio and create opportunities for new value added offers for our customers such as our loyalty programs.

The size of Expedia’s worldwide traveler base makes our websites an increasingly appealing channel for travel suppliers to reach customers.

In addition, the sheer size of our user base and search query volume allows us to test new technologies very quickly in order to determine which innovations are most likely to improve the travel research and booking process, and then roll those features out to our worldwide audience in order to drive improvements in conversion.

Product Innovation.

Each of our leading brands was a pioneer in online travel and has been responsible for driving key innovations in the space for more than two decades.

Each Expedia technology platform is operated by a dedicated technology team, which drives innovations that make researching and shopping for travel increasingly easier and helps customers find and book the best possible travel options.

We have made key investments in technology, including significant development of our technical platforms that makes it possible for us to deliver innovations at a faster pace.

Improvements in our global platforms for Hotels.com and Brand Expedia continue to enable us to significantly increase the innovation cycle, thereby improving conversion and driving faster growth rates for those brands.

In 2013, Expedia signed an agreement to power the technology, supply and customer service platforms for Travelocity-branded websites in the United States and Canada, enabling Expedia to leverage its investments in each of these key areas.

During 2014, the Travelocity-branded websites were successfully migrated to the Expedia technology platform.

In November 2014, Expedia completed the acquisition of Wotif Group and subsequently converted the Wotif.com website to the Expedia technology platform.

The fair values of our [removed: 7.456% Notes,] 5.95% Notes, 2.5% Notes, 4.5% Notes, 5.0% Notes and 3.8% Notes were approximately [removed: $516 million, $810] [added: $778] million, [removed: $828] [added: $771] million, [removed: $528] [added: $504] million, [removed: $807] [added: $760] million and [removed: $969] [added: $915] million as of December 31, [removed: 2017] [added: 2018] as calculated based on quoted market prices in less active markets at year end.

A 50 basis point increase or decrease in interest rates would decrease or increase the fair value of our [removed: 7.456% Notes by approximately $2 million, our] 5.95% Notes by approximately [removed: $10] [added: $6] million, our 2.5% Notes by approximately [removed: $17] [added: $12] million, our 4.5% Notes by approximately [removed: $15] [added: $12] million, our 5.0% Notes by approximately [removed: $27] [added: $22] million and our 3.8% Notes by approximately [removed: $41] [added: $35] million.

We maintain a [removed: $1.5] [added: $2] billion revolving credit facility, which bears interest based on market rates plus a spread determined by our credit ratings.

As of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] we had no revolving credit facility borrowings outstanding.

We did not experience any significant impact from changes in interest rates for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] or [removed: 2015.][added: 2016.]

As of December 31, [added: 2018 and] 2017, we had a net forward asset of [removed: $6] [added: $22] million [removed: included in prepaid expenses] and [removed: other current assets As of December 31, 2016, we had a net forward liability of $4] [added: $6] million included in [removed: accrued] [added: prepaid] expenses and other current [removed: liabilities.][added: assets.]

[added: 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.

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 [removed: $26] [added: $23] million based on our foreign currency forward positions (including the impact of forward positions economically hedging our merchant revenue exposures) and the net asset or liability balances of our foreign denominated cash and cash equivalents, accounts receivable, deferred merchant bookings and merchant accounts payable balances as of December 31, [removed: 2017.][added: 2018.]

[removed: 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 [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] we recorded net foreign exchange rate [removed: losses] [added: gains] of approximately [removed: $46] [added: $3] million [removed: ($40] [added: ($38] million loss excluding the contracts economically hedging our forecasted merchant revenue), net foreign exchange rate losses of approximately [removed: $15] [added: $46] million [removed: ($30] [added: ($40] million loss excluding the contracts economically hedging our forecasted merchant revenue) and net foreign exchange rate [removed: gains] [added: losses] of approximately [removed: $25] [added: $15] million [removed: ($15] [added: ($30] million loss excluding the contracts economically hedging our forecasted merchant revenue).

As the net composition of these balances fluctuate

In August 2006, we issued $500 million senior unsecured notes with a fixed rate of 7.456%.

Since the notional amount of the recorded

We refer to [removed: Expedia,] [added: Expedia Group,] Inc. and its subsidiaries [added: (formerly "Expedia, Inc.")] collectively as [removed: “Expedia,”] [added: “Expedia Group,”] the “Company,” “us,” “we” and “our” in this Annual Report on Form 10-K.

[removed: Expedia,] [added: Expedia Group,] Inc. is an online travel company, empowering business and leisure travelers through technology with the tools and information they need to efficiently research, plan, book and experience travel.

We seek to grow our business through a dynamic portfolio of travel brands, including our majority-owned subsidiaries that feature the world’s broadest supply portfolio — with more than [removed: 590,000] [added: one million] properties, including more than [removed: 150,000] [added: 370,000] of HomeAway's [removed: nearly 1.5] [added: over 1.8] million online bookable vacation rental listings, in 200 countries and territories, over [removed: 550] [added: 500] airlines, packages, rental cars, cruises, insurance, as well as destination services and activities.

| • | Expedia.com®, a leading full service online travel company with localized websites in [removed: 33] [added: over 30] countries; |

| • | Expedia® [removed: Affiliate Network ("EAN"),] [added: Partner Solutions,] a global business-to-business ("B2B") brand that powers the hotel business of hundreds of leading airlines, travel agencies, loyalty and corporate travel companies plus several top consumer brands through its API and template solutions; |

| • | HomeAway®, a global online marketplace for the [removed: vacation rental] [added: alternative accommodations] industry, which also includes the [removed: VRBO, VacationRentals.com and BedandBreakfast.com brands,] [added: VRBO brand,] among others; |

| • | Expedia® [added: Group] Media Solutions, the advertising sales division of [removed: Expedia, Inc.] [added: Expedia Group] that builds creative media partnerships and enables brand advertisers to target a highly-qualified audience of travel consumers; |

| • | Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in over [removed: a thousand] [added: 2,000] destinations worldwide; |

| • | Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of [removed: over 250] [added: more than 270] retail travel agency franchises across North America; and |

As of December 31, [removed: 2017,] [added: 2018,] there were [removed: 138,939,100] [added: 134,334,400] shares of Expedia [added: Group] common stock and 12,799,999 shares of Expedia Class B common stock outstanding.

Expedia [added: 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, [removed: 2017,] [added: 2018,] Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”), through its wholly-owned subsidiaries, held approximately 8% of [removed: Expedia’s] [added: Expedia Group’s] outstanding common stock and 100% of [removed: Expedia’s] [added: Expedia Group’s] outstanding Class B common stock (or, assuming conversion of all shares of Class B common stock into shares of common stock, held 16% of [removed: Expedia’s] [added: Expedia Group’s] outstanding common stock).

Barry Diller, Chairman and Senior Executive of Expedia [added: Group] holds an irrevocable proxy granted by Liberty Expedia Holdings, pursuant to which Mr. Diller has the right to vote the Expedia [added: Group] securities held by Liberty Expedia Holdings and its subsidiaries (the “Diller Proxy”), which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings until the earlier of May 4, [removed: 2018] [added: 2019] or the occurrence of certain termination events.

As of December 31, [removed: 2017,] [added: 2018,] as a result of their agreements and respective holdings in [removed: Expedia,] [added: Expedia Group,] Mr. Diller and Liberty Expedia Holdings may be deemed to share voting power over securities representing approximately [removed: 54%] [added: 55%] of the combined voting power of the outstanding Expedia [added: Group] capital stock.

Malone and Leslie Malone over their shares in Liberty Expedia Holdings and the governance arrangements at Liberty Expedia Holdings, during the period the assignment of the Diller Proxy and the proxy granted him by the Malones are in effect, Mr. Diller is effectively able to control the outcome of nearly all matters submitted to a vote or for the consent of [removed: Expedia’s] [added: Expedia Group’s] stockholders (other than with respect to the election by the Expedia [added: Group] common stockholders of 25% of the members of [removed: Expedia’s] [added: Expedia Group’s] Board of Directors and certain matters as to which a separate class vote of the holders of Expedia [added: Group] common stock or Expedia [added: Group] preferred stock is required under Delaware law).

In addition, pursuant to the Amended and Restated Governance Agreement, dated as of December 20, 2011, as amended, among [removed: Expedia,] [added: Expedia Group,] Liberty Expedia Holdings and Mr. Diller, each of Mr. Diller and Liberty Expedia Holdings generally has the right to consent to certain significant corporate actions in the event that Expedia [added: Group] or any of its subsidiaries incurs any new obligations for borrowed money within the definition of “total debt” set forth in the Governance Agreement for as long as [removed: Expedia’s] [added: Expedia Group’s] ratio of total debt to EBITDA, as defined therein, equals or exceeds eight to one.

Expedia [added: Group] is [added: one of] the world’s largest online travel [removed: company,] [added: companies,] yet our gross bookings represent only about 6% of total worldwide travel spending.

Phocuswright estimates global travel spending at approximately [removed: $1.6] [added: $1.7] trillion in 2018, with an increasing share booked through online channels each year.

We have built, and continue to build, a broad and deep supply portfolio which today includes more than [removed: 590,000] [added: one million] properties, including over [removed: 150,000] [added: 370,000] of HomeAway's [removed: nearly 1.5] [added: over 1.8] million online bookable vacation rental listings, over [removed: 550] [added: 500] airlines and numerous car rental companies, cruise companies and other travel suppliers.

With our unmatched global audience of travelers, and our deep and broad selection of travel products, there is a rich interplay between supply and demand in our global marketplace that helps us provide value to both travelers planning trips and supply partners wanting to grow their business through a better understanding of travel retailing and consumer demand in addition to reaching consumers in markets [added: beyond their reach.]

Expedia [added: Group] operates a strong brand portfolio with global reach, targeting a broad range of travelers, travel suppliers and advertisers.

[removed: Our] [added: In addition, our] brands tailor their product offerings and websites to particular traveler demographics.

A leading full-service online travel brand with localized websites in [removed: 33] [added: over 30] countries [added: covering 18 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 that delivers airline tickets, lodging, car rentals, [removed: rail,] cruises, insurance and [removed: many things to do -] [added: other travel needs,] such as airport transfers, [removed: activities] [added: tickets to attractions] and [removed: tours -] [added: tours,] from hundreds of thousands of suppliers, on both a standalone and package basis.

[removed: EAN is the purely partner-focused arm of Expedia, Inc. EAN] [added: Expedia Partner Solutions] partners with businesses across a wide range of verticals including loyalty programs, airlines, travel agents and online retailers who remarket [removed: EAN’s] [added: Expedia Partner Solutions'] accommodation rates and availabilities to their travelers.

Partners can access [removed: EAN] [added: its] accommodations in the way that best suits their business, whether that is a fully customizable environment through [removed: EAN’s API or] [added: Expedia Partner Solutions' API, Rapid;] an ‘off-the-shelf,’ white-label or co-branded [added: online] template solution [removed: offering.][added: Hotels.com for partners; or a powerful agent tool, Expedia TAAP.]

The online platform gives travelers access to price comparisons from more than 400 booking websites for over [removed: 1.8] [added: 3.0] million hotels [added: and other accommodations, including over 1.5 million units of alternative accommodations,] in over 190 countries.

Officially launched in 2005, trivago is a leading global brand in hotel search and can be accessed worldwide via 55 localized websites and apps in 33 [removed: languages.]

In December 2015, we acquired HomeAway, which operates an online marketplace for the [removed: vacation rental] [added: alternative accommodations] industry.

Egencia maintains a global presence in more than [removed: 65] [added: 60] countries across North America, Europe and Asia Pacific.

Egencia provides, among other things, a global technology platform coupled with local telephone assistance with expert travel consultants, [removed: unique] [added: relevant] supply targeted at business travelers, and consolidated reporting for its clients.

In September 2015, we acquired Orbitz Worldwide, Inc., including all of its [removed: brands] [added: assets] and [removed: assets.][added: portfolio brands, including Orbitz, CheapTickets and ebookers.]

[removed: A] [added: Travelocity is a] pioneer in the online travel [removed: industry, Travelocity] [added: industry and] celebrated its 20th anniversary in 2016.

[removed: In November 2014, we completed the acquisition of] Wotif [removed: Group,] [added: Group is] a leading Australian online travel company, 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.

Wotif.com launched in 2000, and was listed on the Australian Securities Exchange in June 2006 as Wotif.com Holdings Limited, under the ASX code “WTF,” prior to being acquired by [removed: Expedia.][added: Expedia in 2014.]

[removed: With CarRentals.com’s international expansion, it] [added: CarRentals.com] is able to provide our customers more choices across the globe and help our supply partners expand their marketing reach.

With access to a rich portfolio of [removed: over 25,000] [added: more than 35,000] tours and adventures, LX can be found on more than [removed: 60 Expedia, Inc.] [added: 70 Expedia Group] websites, and operates more than 100 concierge and activity desks in major resort destinations.

[removed: The franchise company has] [added: With] over [removed: 250 retail locations] [added: 270 points of sale] across North [removed: America,] [added: America and] a team of over [removed: 4,500] [added: 6,000] professionally-trained vacation [removed: consultants and inventory of more than 200,000 staterooms available on] [added: consultants,] the [removed: most popular ships and destinations to book online or in store.][added: franchise company has been]

SilverRail Technologies, Inc. SilverRail technology is built for rail, uniting the ecosystem of rail carriers and travel distributors around the world’s most comprehensive [added: rail] search and booking [removed: platform for rail content.][added: platform.]

The product suite spans the full customer experience: journey planning, [removed: inventory management, scheduling, pricing,] booking, payment, ticketing, [added: scheduling, pricing and inventory management,] reporting and administration.

On February 4, 2019, Expedia Group filed a Current Report on Form 8-K (the “Form 8-K”) reporting that Liberty Expedia Holdings and Mr. Diller filed an amended statement on Schedule 13D/A that included a description of discussions that had taken place between a member of Expedia Group management (as authorized by a special committee of disinterested directors formed by the Expedia Group Board of Directors) and a member of Liberty Expedia Holdings management (as authorized by a committee of the Board of Directors of Liberty Expedia Holdings composed of all of Liberty Expedia Holdings’ Series A common stock directors) regarding a potential business combination transaction in which the outstanding shares of Liberty Expedia Holdings’ Series A common stock and Series B common stock would be exchanged for newly issued shares of Expedia Group common stock.

The Form 8-K also described expectations regarding (i) the exchange, in connection with the consummation of any such transaction with Liberty Expedia Holdings, of Expedia Group common stock beneficially owned by Mr. Diller and a charitable foundation formed by Mr. Diller for shares of Expedia Group Class B common stock currently owned by Liberty Expedia Holdings, as would be permitted under certain circumstances by the governance and shareholder agreements relating to Expedia Group currently in effect and (ii) the entry, in connection with the consummation of any such transaction, into certain amendments to the Governance Agreement currently in effect relating to Mr. Diller’s ability

to exchange for or purchase in the future additional shares of Expedia Group Class B common stock, as well as other governance arrangements and transfer restrictions.

Expedia Partner Solutions.

Expedia Partner Solutions is the purely partner-focused arm of Expedia Group.

languages.

The HomeAway portfolio includes the vacation rental websites HomeAway, which operates 55 localized websites around the world, and VRBO.

In addition, HomeAway operates several regional brands around the world and offers software solutions to property managers.

The Orbitz Reward program allows travelers to earn rewards on flights, hotels and packages that can be instantly redeemed on tens of thousands of hotels worldwide.

Budget travel site CheapTickets gives customers more ways to save on their next trip with last minute deals and discounts, while also offering travelers event tickets to top concerts, theater, sporting events and more.

ebookers is a leading online travel agent in EMEA offering travelers an array of travel options across flights, accommodations, packages, car hire providers and destination activities.

With ebookers, travelers have the flexibility to build their perfect trip by booking a combination of elements in the same place.

Expedia CruiseShipCenters is North America’s leading cruise specialist, providing a full range of travel products through its network of independently owned retail travel franchises.

recognized as a top seller with every major cruise line and is consistently ranked as a top-rated franchise organization year after year.

More recently, we have invested in migrating parts of our technology platform to the cloud, as well as focused on expanding our lodging supply in key focus markets around the world.

Since 2014, we have acquired Travelocity, Wotif Group and Orbitz Worldwide, including Orbitz, CheapTickets and ebookers, and migrated their brands to the Brand Expedia technology platform.

In addition, our HomeAway business facilitates vacation rental bookings, earning per transaction commissions, traveler service fees or a combination, and provides subscription-based and other ancillary services to property owners and managers.

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.

content uploaded by users.

Similar laws are currently under discussion in other jurisdictions.

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.

beyond their reach.

Expedia Affiliate Network.

The HomeAway portfolio includes the vacation rental websites HomeAway, VRBO and VacationRentals.com in the United States; OwnersDirect.co.uk in the United Kingdom; Abritel.fr and Homelidays.com in France; Toprural.es in Spain; AlugueTemporada.com.br in Brazil; Stayz.com.au in Australia; and Bookabach.co.nz in New Zealand.

HomeAway also operates BedandBreakfast.com, a comprehensive global website for finding bed-and-breakfast properties.

In addition to its online marketplace, HomeAway also offers software solutions to property managers through its HomeAway Software and Glad to Have You products.

Orbitz Worldwide was a travel portfolio including Orbitz, CheapTickets and ebookers.

After entering into an exclusive, long-term strategic marketing agreement with Travelocity during the third quarter of 2013, under which Brand Expedia powered the technology platform, supply and customer service for Travelocity’s existing websites in the United States and Canada, we announced in January 2015 that we acquired the Travelocity brand and associated assets from Sabre Corporation (“Sabre”) and terminated the strategic marketing and other related agreements.

Following our July 2014 acquisition of Auto Escape Group, one of Europe’s leading online car rental reservation companies, the Auto Escape Group joined with the CarRentals.com brand.

Expedia CruiseShipCenters is a leading seller of cruises and vacations.

Egencia, our corporate travel business, operates in over 65 countries around the world and continues to expand.

trivago continues to operate independently and grow revenue through global expansion, including aggressive expansion in new countries.

Traveloka in Southeast Asia, as well as Decolar.com, Inc. in Latin America, among many others.

In 2013, Expedia signed an agreement to power the technology, supply and customer service platforms for Travelocity-branded websites in the United States and Canada, enabling Expedia to leverage its investments in each of these key areas.

During 2014, the Travelocity-branded websites were successfully migrated to the Expedia technology platform.

In November 2014, Expedia completed the acquisition of Wotif Group and subsequently converted the Wotif.com website to the Expedia technology platform.

In January 2015, we acquired the Travelocity brand and other associated assets from Sabre.

The strategic marketing and other related agreements previously entered into were terminated.

In December 2015, Expedia acquired HomeAway, Inc., including all of its brands.

Additionally, in June 2017, Expedia acquired a majority stake in SilverRail, a leading rail technology distributor.

In addition, upon our acquisition of HomeAway in December 2015, we also earn revenue related to subscription-based vacation rental listing and other ancillary services provided to property owners and managers as well as from the traveler service fee that was rolled out in the United States and Europe in the first half of 2016.

reservations booked by the traveler to the relevant travel provider.

With our acquisition of HomeAway and all of its brands in December 2015, we expanded into the fast growing $100 billion alternative accommodations market.

HomeAway is a leader in this market and represents an attractive growth opportunity for Expedia.

HomeAway has been undergoing a transition from a listings-based classified advertising model to an online transactional model that optimizes for both travelers and homeowner and property manager partners, with a goal of increasing monetization and driving growth through investments in marketing as well as in product and technology.

In addition, HomeAway rolled out a traveler service fee in the United States and Europe during the first half of 2016, consistent with market practice.

The fee is expected to continue to contribute to HomeAway’s revenue growth and help fund marketing investments, programs to better protect travelers and future growth initiatives.

Furthermore, HomeAway moved to a single subscription option globally in July 2016.

Financial Information about Segments and Geographic Areas

We generate our revenue through a diverse customer base, and there is no reliance on a single customer or small group of customers; no customer represented 10% or more of our total revenue in the periods presented in this Annual Report on Form 10-K.

We have four reportable segments: Core Online Travel Agencies ("Core OTA"), trivago, HomeAway, upon its acquisition in December 2015, and Egencia.

In addition, eLong was a reportable segment through its disposal on May 22, 2015.

The segment and geographic information required herein is contained in NOTE 19 — Segment Information, in the notes to our consolidated financial statements.

In the ordinary course of business, Expedia [added: 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.

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 [added: of that magnitude.]

A number of jurisdictions in the United States have filed lawsuits against online travel companies, including Expedia [removed: companies,] [added: 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, [added: business privilege taxes,] excise taxes, sales taxes, etc.), as well as related claims such as unjust enrichment, restitution, [added: conversion and violation of consumer protection statutes and seeking monetary (including tax,] interest, and [removed: penalties.][added: 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 [added: Group] companies, to collect and remit certain taxes, either retroactively or prospectively, or both.

On December 30, 2004, the city of Los Angeles filed a purported class action in California state court against a number of online travel companies, including Hotels.com, Expedia, Hotwire and [removed: Orbitz.][added: Orbitz, alleging that the defendants failed to pay hotel occupancy taxes.]

In the administrative process preceding the litigation, the City of Los Angeles had issued assessments in September 2009 totaling $29.5 million against certain Expedia [added: Group] companies (Expedia, Hotels.com and Hotwire).

[removed: On April 18, 2013, the] [added: The] trial court held that the online travel companies are not liable to remit hotel occupancy taxes to the city of Los [removed: Angeles.][added: Angeles and the city appealed.]

On October 30, 2009, a jury verdict was entered finding that defendant online travel companies [removed: "control hotels,"] [added: “control hotels,”] and awarding approximately $15 million for historical damages against the Expedia [added: Group] companies.

On [removed: January 22, 2015,] [added: April 20, 2016,] the [removed: court] [added: Arizona Tax Court] granted [added: the cities' motion for summary judgment] in part and denied [added: it] in [removed: part the cities' motion regarding penalties.][added: part.]

On April 11, 2016, the court entered an amended judgment including approximately $68 million in tax, interest and penalty amounts for the Expedia [added: Group] companies, [removed: including Orbitz.]

On October 24, 2006, the county of Nassau, New York filed a putative statewide class action in federal court against a number of online travel companies, including Expedia, Hotels.com, Hotwire, and [removed: Orbitz.][added: 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 [removed: New York cities, counties and] local governments in New York.

[removed: On April 11, 2013, the] [added: The] court [added: denied defendants' motion to dismiss and] granted [removed: plaintiff s] [added: plaintiffs'] motion for class certification.

[removed: On September 10, 2014,] [added: The trial court certified] the [added: case as a class action but the] New York Supreme Court Appellate Division reversed [removed: the trial court's order granting the plaintiff s motion for class certification.][added: that order.]

[removed: On September 11, 2015, the] [added: The] parties filed cross motions for summary [removed: judgment.][added: judgment and the court heard argument on February 4, 2019.]

On December 2, 2016, the court granted defendants’ motion for summary judgment [removed: and denied plaintiff] [added: with respect to] Nassau County’s [removed: motion] [added: claims on the grounds that the enabling statute] for [removed: summary judgment.][added: plaintiff’s tax ordinance did not impose a tax on defendants’ fees.]

On March 22, 2017, the court granted defendants’ motion for summary judgment against the [removed: first and second group of intervenors.][added: additional intervenor plaintiffs.]

Nassau County and the [removed: Intervenor-Plaintiffs have] [added: intervenor-plaintiffs] appealed the court’s dismissal of their [removed: claims.][added: claims and that appeal remains pending.]

[removed: That] [added: The] appeal remains pending.

On September 25, 2009, Pine Bluff Advertising and Promotion Commission and Jefferson County filed a class action against a number of online travel companies, including Expedia, [removed: Inc.,] Hotels.com, Hotwire and [removed: Orbitz.][added: Orbitz alleging that defendants failed to collect and/or pay taxes under hotel tax occupancy ordinances.]

Defendants appealed the class certification [removed: decision, and] [added: decision and,] on October 10, [removed: 2013] [added: 2013,] the Arkansas Supreme Court affirmed that decision.

On March 26, 2014, the court denied the [removed: plaintiffs'] [added: Town's] motion for class certification.

[removed: The parties filed cross-motions for summary judgment and, on] [added: On] April 20, 2016, the court granted the online travel companies' motion for summary judgment, [removed: and denied the town's motion for summary judgment,] holding that the Breckenridge Accommodations Tax does not apply to the online travel companies or the amounts they charge for their services.

[removed: On June 8, 2016, the] [added: The] Town [removed: of Breckenridge filed a notice of appeal] [added: appealed] from [removed: the court's order on the parties' cross motions for summary judgment,] [added: this decision,] as well as the [removed: court's] [added: trial court’s] prior rulings denying class certification and dismissing claims for state sales tax.

[removed: The] [added: On January 25, 2018, the] Colorado Court of Appeals [removed: heard argument on the Town’s appeal on January 11, 2018 and on January 25, 2018] affirmed the trial court’s decision on all grounds, finding that the defendant online travel companies are not liable for accommodations taxes, that the Town’s sales tax claims were properly dismissed for lack of subject matter jurisdiction and that class certification was properly denied.

[removed: On September 13, 2013, the] [added: The defendant] online travel companies filed a motion [removed: to dismiss plaintiffs'] [added: for judgment on the pleadings seeking dismissal of plaintiffs’] common law [added: and unfair trade practices] claims.

[removed: Plaintiffs filed a renewed motion for class certification, which] [added: On May 17, 2018,] the court denied [removed: on September 28, 2015.][added: plaintiffs’ motion for class certification.]

The case went to trial [removed: from May 1 to] [added: in] May [removed: 12,] 2017.

The [removed: OTCs] [added: 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' [removed: protests to the assessments and ordered the cities to abate the assessments.]

On [removed: December 3, 2015, the Villages of Matteson, Bloomington and Oakbrook, Illinois] [added: January 2, 2019, Jefferson Parish, Louisiana] filed a lawsuit in [removed: Illinois] [added: Louisiana] state court against a number of online travel companies, including Expedia, Hotels.com, [added: Hotwire, Orbitz and Egencia.]

The complaint [removed: alleged] [added: 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.

Palm Beach County [removed: v.][added: (Ordinance Tax Amendments Challenge).]

On December [removed: 12, 2014,] [added: 20, 2018,] the [removed: court] [added: Ninth Circuit] denied the motion.

Actions Filed by Expedia [added: Group]

During 2013, [removed: the] [added: certain] Expedia [added: Group] companies were required to “pay-to-play” and paid a total of $171 million in advance of litigation relating to general excise taxes for merchant model hotel reservations in the State of Hawaii.

In September 2015, following a ruling by the Hawaii Supreme Court, the State of Hawaii refunded the Expedia [added: Group] companies $132 million of the original “pay-to-play” amount.

The amount paid, net of refunds, by the Expedia [added: Group] companies and Orbitz to the State of Hawaii in satisfaction of past general excise taxes on their services for merchant model hotel reservations was $44 million.

The parties reached a settlement relating to Orbitz merchant model hotel tax liabilities, and on October 5, 2016, the Expedia [added: Group] companies paid the State of Hawaii for the tax years 2012 through 2015.

The Expedia [added: Group] companies and Orbitz have now resolved all assessments by the State of Hawaii for merchant model hotel taxes through 2015.

The complaint alleged violation of those ordinances and also included various ancillary statutory and common law claims.

On March 28, 2018, the Court of Appeals affirmed the trial court decision reversing the tax assessments issued against the defendant online travel companies, thereby ending the case.

including Orbitz, and the defendants appealed.

The district court entered final judgment in favor of the defendant online travel companies on March 28, 2018, and the defendants submitted their request for an award of reimbursable costs, which remains pending.

Additional county/city plaintiffs subsequently joined the case as intervenor plaintiffs.

Defendants appealed and the plaintiffs filed a motion to dismiss the appeal as premature.

On October 4, 2018, the Arkansas Supreme Court deferred ruling on the plaintiffs’ motion to dismiss the defendants’ appeal, combining it with defendants’ appeal on the merits.

The motion and appeal remain pending.

The trial court dismissed the Town's sales tax claims on June 8, 2012.

The Town filed a petition for writ of certiorari to the Colorado Supreme Court seeking review of the Court of Appeals’ decisions and, on August 20, 2018, that court granted the petition as to local accommodations tax issues, but denied the petition as to class certification and state sales tax issues.

On October 19, 2018, the court entered an agreed order dismissing the Consumer Protection Act claim.

The plaintiff appealed.

The New Hampshire Supreme Court heard argument on the appeal on January 10, 2019 and the parties await a ruling.

protests and ordered the cities to abate the assessments.

The cities appealed to the Arizona Tax Court.

The parties filed cross appeals and, on September 6, 2018, the Arizona Court of Appeals affirmed in part and reversed in part the Arizona Tax Court’s decision.

The parties have filed petitions for writ of certiorari seeking leave to appeal to the Arizona Supreme Court, which remain pending.

Defendants' applications for a supervisory writ to appeal the court's decision were denied by the Louisiana Court of Appeals and the Louisiana Supreme Court.

Jefferson Parish, Louisiana Litigation.

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.

The parties filed cross motions for summary judgment and, on January 23, 2019, the court granted defendants’ motion, finding that defendants are not responsible for the tax.

Miami Dade County, Florida Litigation.

On October 30, 2018, Miami-Dade County, Florida filed a lawsuit in Florida state court against HomeAway and Expedia for a declaratory judgment and supplemental relief.

The lawsuit seeks a declaration that HomeAway is obligated to collect and remit transient rental taxes imposed by Miami-Dade County.

On January 11, 2019, defendants filed a motion to dismiss, which remains pending.

Broward County, Florida Litigation.

On January 11, 2019, Broward County, Florida filed a lawsuit in Florida state court against HomeAway for a declaratory judgment and supplemental relief.

The lawsuit seeks a declaration that HomeAway is obligated to collect and remit tourist development taxes imposed by Broward County and also seeks enforcement of a subpoena.

Hawaii for tax years 2000 through 2013, thus resulting in a double tax on the amount paid by consumers to car rental companies for the rental of the vehicle.

The Hawaii Supreme Court heard argument on the appeals on April 5, 2018 and the parties await a ruling.

Colorado Department of Revenue Tax Litigation.

On January 11, 2019, a number of online travel companies, including Expedia, Hotels.com, Hotwire and Orbitz filed a complaint in Colorado state court appealing a final determination issued by the Executive Director of the Colorado Department of Revenue upholding tax assessments for state and state-collected local taxes against the companies.

The complaint seeks cancellation of the assessments in whole or in part.

In addition, HomeAway has brought the following proceeding:

On November 20, 2018, HomeAway filed a lawsuit in Florida state court seeking a declaratory judgment and injunctive relief against Palm Beach County, Florida and its Tax Collector in connection with recently enacted amendments to the County’s tax ordinance.

The lawsuit seeks a declaration that the amendments, as they relate to violations for the failure to collect and remit taxes, are void, invalid and unenforceable because they exceed the taxing authority granted to the County under state law, violate state and federal constitutional provisions and were passed without a valid referendum as required by state law.

The lawsuit also seeks temporary and permanent injunctive relief prohibiting the defendants from enforcing the challenged portions of the ordinance.

The cases were consolidated and an amended consolidated complaint was filed (which did not name trivago as a defendant).

Plaintiffs filed a renewed motion for class certification; the court heard argument on the motion on December 6, 2018 and the parties await a ruling.

Hotels.com appealed that decision but its appeal was denied.

of that magnitude.

City of Los Angeles, California, on Behalf of Itself and All Others Similarly Situated v.

Hotels.com, L.P. et al., No. BC326693 (Superior Court, Los Angeles County).

The complaint alleged that the defendants failed to pay hotel occupancy taxes, and sought certification of a statewide class of all California cities and counties that have enacted uniform transient occupancy-tax ordinances effective on or after December 30, 1990.

The complaint alleged violation of those ordinances, violation of Section 17200 of the California Business and Professions Code, and common-law conversion; it also sought a declaratory judgment that the defendants are subject to hotel occupancy taxes on the hotel rate charged to consumers and imposition of a constructive trust, disgorgement, restitution, interest and penalties.

On January 8, 2014, the court entered final judgment in favor of the online travel companies.

On March 21, 2014, the city of Los Angeles filed a notice of appeal.

The California Court of Appeals stayed this case pending review and decision by the California Supreme Court in the San Diego litigation.

The stay is now lifted and the appeal is proceeding.

See City of San Antonio, et al.

v.

Hotels.com, L.P., et al., SA06CA0381 (United States District Court, Western District of Texas, San Antonio Division).

The complaint asserted claims for violation of that ordinance, common-law conversion, and declaratory judgment, and sought damages in an unspecified amount, restitution and disgorgement.

The online travel companies filed a motion for judgment as a matter of law or, in the alternative, for a new trial.

The cities filed a motion to amend the judgment regarding calculation of penalties.

On February 20, 2014, the court denied the online travel companies' motion.

The online travel companies filed a notice of appeal to the U.S. Fifth Circuit Court of Appeals on May 6, 2016.

Plaintiffs filed a notice of cross appeal on May 12, 2016.

The Fifth Circuit heard argument on the parties’ cross appeals on September 26, 2017.

The plaintiff municipalities filed petitions for rehearing and en banc review, which were denied by the Fifth Circuit Court on February 6, 2018.

On July 25, 2016, plaintiffs filed a request for attorneys’ fees and costs in the trial court; the defendant online travel companies opposed that request.

On February 16, 2017, the court referred the matter to a magistrate judge for review and recommendation.

On April 10, 2017, the defendant online travel companies filed a motion to stay further proceedings on plaintiffs’ fee request pending resolution of their substantive appeal to the United States Fifth Circuit Court of Appeals.

On April 17, 2017, the magistrate judge issued a report and recommendation as to attorneys' fees.

On April 20, 2017, the district court stayed further

proceedings on plaintiff's fee petition pending resolution of the parties' appeal to the Fifth Circuit Court of Appeals.

On December 8, 2017, the district court dismissed plaintiff’s fee petition as moot in light of the Fifth Circuit’s decision.

Nassau County, New York, et al.

v.

Hotels.com, L.P., et al., (United States District Court, Eastern District of New York).

The complaint asserted claims for violations of those ordinances, as well as claims for conversion, unjust enrichment, and imposition of a constructive trust, and sought unspecified damages.

The county subsequently dismissed its case on May 13, 2011 on the basis that the court lacked jurisdiction and refiled in state court.

County of Nassau v.

Expedia, Inc., et al., (In the Supreme Court of the State of New York, County of Nassau).

The defendants filed a motion to dismiss the refiled state court case.

On June 13, 2012, the court denied the online travel companies' motion to dismiss.

On November 27, 2012, plaintiff filed a motion for class certification.

The online travel company defendants appealed both the court's certification order and its prior order denying their motion to dismiss.

In a separate opinion, the Appellate Division also affirmed in part and reversed in part the trial court's denial of the online travel companies' motion to dismiss.

On September 25, 2015, Erie County, Orange County, Rensselaer County and Saratoga County, New York (the “first group of intervenors”) filed a motion seeking leave to intervene as plaintiffs in the lawsuit; the defendant online travel companies opposed the motion.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

[removed: EXPEDIA,] [added: EXPEDIA GROUP,] INC.

| [removed: Expedia,] [added: Expedia Group,] Inc. 2.500% Senior Notes due 2022 | | New York Stock Exchange |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] 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 [removed: and post] such files).

| Non-accelerated filer | | ¨ [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | ¨ |

As of June 30, [removed: 2017,] [added: 2018,] the aggregate market value of the registrant’s common equity held by non-affiliates was approximately [removed: $18,137,071,000.][added: $14,376,116,000.]

| Class | | Outstanding Shares at January [removed: 26, 2018] [added: 25, 2019] were approximately, |

| Common stock, $0.0001 par value per share | | [removed: 139,033,403] [added: 134,390,305] shares |

| Portions of the definitive Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders (Proxy Statement) | | Part III |

[removed: Expedia,] [added: Expedia Group,] Inc.

For the Year Ended December 31, [removed: 2017][added: 2018]

| Item 1 | [removed: [Business](#s8EF3ABEBD277517F8D1F241C69AB5A34)] [added: [Business](#s89622EC3347D561881097BBD2466AF04)] | [removed: [1](#s8EF3ABEBD277517F8D1F241C69AB5A34)] [added: [1](#s89622EC3347D561881097BBD2466AF04)] |

| Item 1A | [Risk [removed: Factors](#s8FEEF245C7C25D2AA818A6792E70C0B4)] [added: Factors](#s22192CB7749D5B71AC3D24FBAE6310E5)] | [removed: [10](#s8FEEF245C7C25D2AA818A6792E70C0B4)] [added: [10](#s22192CB7749D5B71AC3D24FBAE6310E5)] |

| Item 1B | [Unresolved Staff [removed: Comments](#sBCF2DB63A90E585DBE6DB4F03F1A790C)] [added: Comments](#s725BDFCA43C055B0AD90E8FE43EF6A68)] | [removed: [26](#sBCF2DB63A90E585DBE6DB4F03F1A790C)] [added: [26](#s725BDFCA43C055B0AD90E8FE43EF6A68)] |

| Item 2 | [removed: [Properties](#sC7F5E75BFCC056A9BB57DBC1A9FCA3BF)] [added: [Properties](#s8E7F693BCAED5D4AA8B73DE70C940804)] | [removed: [26](#sC7F5E75BFCC056A9BB57DBC1A9FCA3BF)] [added: [27](#s8E7F693BCAED5D4AA8B73DE70C940804)] |

| Item 3 | [Legal [removed: Proceedings](#s3D36DEE92E4353A7818A32AD45CE917F)] [added: Proceedings](#s66BDB4F70B1352B58F7F29516FEC9F9B)] | [removed: [26](#s3D36DEE92E4353A7818A32AD45CE917F)] [added: [27](#s66BDB4F70B1352B58F7F29516FEC9F9B)] |

| Item 4 | [Mine Safety [removed: Disclosures](#sCBBBE44717A65FFB903ABB1B2517A96F)] [added: Disclosures](#sAC5C680CE5BB5D81B71D30ED27A52184)] | [removed: [36](#sCBBBE44717A65FFB903ABB1B2517A96F)] [added: [33](#sAC5C680CE5BB5D81B71D30ED27A52184)] |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s380A5A9060345C4D9B9B6051EABC32BC)] [added: Securities](#s64936BD1EDC15E5DA3D2112501543C39)] | [removed: [36](#s380A5A9060345C4D9B9B6051EABC32BC)] [added: [34](#s64936BD1EDC15E5DA3D2112501543C39)] |

| Item 6 | [Selected Financial [removed: Data](#sA1BD256EC9EC5C289C402C6A371728CC)] [added: Data](#s5AC309DCC4BC5467A79D435540707EC1)] | [removed: [39](#sA1BD256EC9EC5C289C402C6A371728CC)] [added: [36](#s5AC309DCC4BC5467A79D435540707EC1)] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sDB59FDF3E77F5C53AABBA71198F9FDDE)] [added: Operations](#sF6EE6D6622D65E21AEEB246F043B630F)] | [removed: [39](#sDB59FDF3E77F5C53AABBA71198F9FDDE)] [added: [36](#sF6EE6D6622D65E21AEEB246F043B630F)] |

| Item 7A | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sD068CA46D75A54DA9EAEE0860BD4C37A)] [added: Risk](#s5AE71C6A45E25809909C6FCD3BDFDD5E)] | [removed: [61](#sD068CA46D75A54DA9EAEE0860BD4C37A)] [added: [56](#s5AE71C6A45E25809909C6FCD3BDFDD5E)] |

| Item 8 | [Consolidated Financial Statements and Supplementary [removed: Data](#sA5501CF37D295D628643F2471E8CD533)] [added: Data](#s46FB3A33C6005A8BA2063FAA1E2A24B6)] | [removed: [62](#sA5501CF37D295D628643F2471E8CD533)] [added: [58](#s46FB3A33C6005A8BA2063FAA1E2A24B6)] |

| Item 9 | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s083C2920D4E55DF2933E337CC4C0B713)] [added: Disclosure](#sDF83785022DE5833AAC81A86E5C7BF6D)] | [removed: [62](#s083C2920D4E55DF2933E337CC4C0B713)] [added: [58](#sDF83785022DE5833AAC81A86E5C7BF6D)] |

| Item 9A | [Controls and [removed: Procedures](#s510EE2FE800252FA9D7A498F64C1F30C)] [added: Procedures](#s4E3A78A26BBA58A4914655621D239567)] | [removed: [62](#s510EE2FE800252FA9D7A498F64C1F30C)] [added: [58](#s4E3A78A26BBA58A4914655621D239567)] |

| Item 9B | [Other [removed: Information](#s8EE1C7DB1E2F58BFBD602110BE031ED1)] [added: Information](#sCCEB57E744865BC49EEB6995128EC2E5)] | [removed: [65](#s8EE1C7DB1E2F58BFBD602110BE031ED1)] [added: [60](#sCCEB57E744865BC49EEB6995128EC2E5)] |

| Item 10 | [Directors, Executive Officers and Corporate [removed: Governance](#s94D26F50F8165905B479D7FC95A2078D)] [added: Governance](#s33271750E2275A80A71354286640472F)] | [removed: [65](#s94D26F50F8165905B479D7FC95A2078D)] [added: [60](#s33271750E2275A80A71354286640472F)] |

| Item 11 | [Executive [removed: Compensation](#s60135405C81956BEA0C962FA8EB2A829)] [added: Compensation](#s50E85E282AEC534A9D37F436A4DFCDAA)] | [removed: [65](#s60135405C81956BEA0C962FA8EB2A829)] [added: [60](#s50E85E282AEC534A9D37F436A4DFCDAA)] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sECB1012717DF5E5CB692F30910251AB7)] [added: Matters](#s5CDEBE0A4CF955DF847005673D81BA2D)] | [removed: [65](#sECB1012717DF5E5CB692F30910251AB7)] [added: [60](#s5CDEBE0A4CF955DF847005673D81BA2D)] |

| Item 13 | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sCF92B902FA555A1688E8509164D8B00B)] [added: Independence](#sCB7BD3DAA8D45AFD9688150D79F8FC09)] | [removed: [65](#sCF92B902FA555A1688E8509164D8B00B)] [added: [60](#sCB7BD3DAA8D45AFD9688150D79F8FC09)] |

| Item 14 | [Principal Accountant Fees and [removed: Services](#s17E03D46815757A5A8AACE0BAB90B24D)] [added: Services](#s3B8E518293585CCFBDE7306C9EA2852F)] | [removed: [65](#s17E03D46815757A5A8AACE0BAB90B24D)] [added: [60](#s3B8E518293585CCFBDE7306C9EA2852F)] |

| Item 15 | [Exhibits, Consolidated Financial Statements and Financial Statement [removed: Schedules](#s3518CD4CF4425E8295EC44358B6E6533)] [added: Schedules](#sA4AABE99F8D250C8B78D93DA22B26D77)] | [removed: [65](#s3518CD4CF4425E8295EC44358B6E6533)] [added: [60](#sA4AABE99F8D250C8B78D93DA22B26D77)] |

[removed: Expedia,] [added: Expedia Group,] Inc.

For the Year Ended December 31, [removed: 2017][added: 2018]

10-K 1 q42018-10k.htm 10-K

| Item 16 | [Form 10-K Summary](#s33c8f41c386647c184fa954bb38bb59a) | [65](#s33c8f41c386647c184fa954bb38bb59a) |

| [Signatures](#s9D8715830DDF555A9E4F18448CD4BFB8) | | [66](#s9D8715830DDF555A9E4F18448CD4BFB8) |

10-K 1 q42017-10k.htm 10-K

| [Signatures](#s3C0C327E8C3A5DD7BBF8616BEDEDB950) | | [70](#s3C0C327E8C3A5DD7BBF8616BEDEDB950) |

We lease approximately [removed: 3.9] [added: 4.9] million square feet of office space worldwide, pursuant to leases with expiration dates through March 2031.

We also lease approximately [removed: 1.4] [added: 1.5] million square feet of office space for our domestic operations in various other cities and locations pursuant to leases with expiration dates through March 2031.

We also lease approximately [removed: 2.0] [added: 2.8] million square feet of office space for our international operations in various cities and locations pursuant to leases with expiration dates through June 2030.

We lease approximately 580,000 square feet for our headquarters in Bellevue, Washington, the majority of which ends by mid-2020 with the exception of 70,000 square feet which expires in January 2023.

We lease approximately 565,000 square feet for our headquarters in Bellevue, Washington, pursuant to leases with expiration dates through December 2019.

As of January [removed: 26, 2018,] [added: 25, 2019,] there were approximately [removed: 2,110] [added: 2,014] holders of record of our common stock and the closing price of our common stock was [removed: $131.76] [added: $117.11] on Nasdaq.

As of January [removed: 26, 2018,] [added: 25, 2019,] all of our Class B common stock was held by a subsidiary of Liberty Expedia Holdings.

| Year ended December 31, [removed: 2017] [added: 2018:] | | | | | | | | [added: | | | | | |]

In [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the Executive Committee, acting on behalf of the Board of Directors, declared the following dividends:

| | Declaration Date | | Dividend Per Share | | | | Record Date | | Total Amount (in [removed: thousands)] [added: millions)] | | | | Payment Date |

| | February 7, 2017 | | $ | 0.28 | | | March 9, 2017 | | $ | [removed: 42,247] [added: 42] | | | March 30, 2017 |

| | April 26, 2017 | | 0.28 | | | | May 25, 2017 | | [removed: 42,438] [added: 43] | | | | June 15, 2017 |

| | July 26, 2017 | | 0.30 | | | | August 24, 2017 | | [removed: 45,578] [added: 45] | | | | September 14, 2017 |

| | October 25, 2017 | | 0.30 | | | | November 16, 2017 | | [removed: 45,512] [added: 46] | | | | December 7, 2017 |

In February [removed: 2018,] [added: 2019,] the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of [removed: $0.30] [added: $0.32] per share of outstanding common stock payable on March [removed: 28, 2018] [added: 27, 2019] to the stockholders of record as of the close of business on March [removed: 8, 2018.][added: 7, 2019.]

During the quarter ended December 31, [removed: 2017,] [added: 2018,] we did not issue or sell any shares of our common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended.

A summary of the repurchase activity for the fourth quarter of [removed: 2017] [added: 2018] is as follows:

| | | (In thousands, [removed: expect] [added: except] per share data) | | | | | | | | | | | |

In [removed: 2015,] [added: 2018,] the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to [removed: 10] [added: 15] million outstanding shares of our common stock.

As of December 31, [removed: 2017, 4.9] [added: 2018, 12.2] million shares remain authorized for repurchase under the [removed: 2015] [added: 2018] authorization.

The graph shows a five-year comparison of cumulative total return, calculated on a dividend reinvested basis, for Expedia [added: 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, [removed: 2012.][added: 2013.]

[removed: ][added: ]

| | February 7, 2018 | | $ | 0.30 | | | March 8, 2018 | | $ | 46 | | | March 28, 2018 |

| | April 24, 2018 | | 0.30 | | | | May 24, 2018 | | 45 | | | | June 14, 2018 |

| | July 23, 2018 | | 0.32 | | | | August 23, 2018 | | 47 | | | | September 13, 2018 |

| | October 19, 2018 | | 0.32 | | | | November 15, 2018 | | 48 | | | | December 6, 2018 |

| October 1-31, 2018 | | 252 | | | $ | 129.35 | | | 252 | | | 14,496 | |

| November 1-30, 2018 | | 1,128 | | | 119.41 | | | | 1,128 | | | 13,368 | |

| December 1-31, 2018 | | 1,145 | | | 117.46 | | | | 1,145 | | | 12,223 | |

| Total | | 2,525 | | | | | | | 2,525 | | | | |

The following table sets forth the intra-day high and low prices per share for our common stock during the periods indicated:

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| | High | | | | Low | | |

| Fourth Quarter | $ | 154.24 | | | $ | 115.55 | |

| Third Quarter | 161.00 | | | | 138.35 | | |

| Second Quarter | 156.39 | | | | 124.33 | | |

| First Quarter | 132.17 | | | | 111.88 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| | High | | | | Low | | |

| Year ended December 31, 2016 | | | | | | | |

| Fourth Quarter | $ | 133.55 | | | $ | 112.63 | |

| Third Quarter | 119.77 | | | | 104.44 | | |

| Second Quarter | 118.00 | | | | 96.58 | | |

| First Quarter | 122.13 | | | | 88.40 | | |

| Year ended December 31, 2016 | | | | | | | | | | | | | |

| | February 8, 2016 | | $ | 0.24 | | | March 10, 2016 | | $ | 36,174 | | | March 30, 2016 |

| | April 26, 2016 | | 0.24 | | | | May 26, 2016 | | 35,773 | | | | June 16, 2016 |

| | July 27, 2016 | | 0.26 | | | | August 25, 2016 | | 39,062 | | | | September 15, 2016 |

| | October 24, 2016 | | 0.26 | | | | November 17, 2016 | | 39,150 | | | | December 8, 2016 |

| October 1-31, 2017 | | — | | | $ | — | | | — | | | 6,237 | |

| November 1-30, 2017 | | 1,294 | | | 120.35 | | | | 1,294 | | | 4,943 | |

| December 1-31, 2017 | | — | | | — | | | | — | | | 4,943 | |

| Total | | 1,294 | | | | | | | 1,294 | | | | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| | (in [removed: thousands,] [added: millions,] except per share data) | | | | | | | | | | | | | | | | | | |

| Earnings per share attributable to [removed: Expedia,] [added: Expedia Group,] Inc. available to common stockholders: | | | | | | | | | | | | | | | | | | | |

| Basic | $ | [removed: 2.49] [added: 2.71] | | | $ | [removed: 1.87] [added: 2.49] | | | $ | [removed: 5.87] [added: 1.87] | | | $ | [removed: 3.09] [added: 5.87] | | | $ | [removed: 1.73] [added: 3.09] | |

| Diluted | [removed: 2.42] [added: 2.65] | | | | [removed: 1.82] [added: 2.42] | | | | [removed: 5.70] [added: 1.82] | | | | [removed: 2.99] [added: 5.70] | | | | [removed: 1.67] [added: 2.99] | | |

| Basic | [removed: 151,619] [added: 149,961] | | | | [removed: 150,367] [added: 151,619] | | | | [removed: 130,159] [added: 150,367] | | | | [removed: 128,912] [added: 130,159] | | | | [removed: 134,912] [added: 128,912] | | |

| Diluted | [removed: 156,385] [added: 152,889] | | | | [removed: 154,517] [added: 156,385] | | | | [removed: 134,018] [added: 154,517] | | | | [removed: 133,168] [added: 134,018] | | | | [removed: 139,593] [added: 133,168] | | |

| Dividends declared per common share | $ | [removed: 1.16] [added: 1.24] | | | $ | [removed: 1.00] [added: 1.16] | | | $ | [removed: 0.84] [added: 1.00] | | | $ | [removed: 0.66] [added: 0.84] | | | $ | [removed: 0.56] [added: 0.66] | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Senior notes debt(2) | [removed: 4,249,054] [added: 3,717] | | | | [removed: 3,159,336] [added: 4,249] | | | | [removed: 3,183,140] [added: 3,159] | | | | [removed: 1,738,548] [added: 3,183] | | | | [removed: 1,244,620] [added: 1,739] | | |

| Non-redeemable non-controlling interest(3) | [removed: 1,606,233] [added: 1,547] | | | | [removed: 1,560,802] [added: 1,606] | | | | [removed: 65,373] [added: 1,561] | | | | [removed: 109,462] [added: 65] | | | | [removed: 113,521] [added: 109] | | |

| (3) | On December 16, 2016, our majority-owned subsidiary, trivago, completed its IPO. In conjunction with the IPO, Expedia [added: Group] and trivago's founders entered into an Amended and Restated Shareholders' Agreement under which the original put/call rights were no longer effective and, as such, we reclassified the redeemable non-controlling interest into non-redeemable non-controlling interest on the consolidated balance sheet. See NOTE [removed: 12] [added: 11] — Redeemable Non-controlling Interests in the notes to consolidated financial statements for further information. |

| Revenue | $ | 11,223 | | | $ | 10,060 | | | $ | 8,774 | | | $ | 6,672 | | | $ | 5,763 | |

| Operating income | 714 | | | | 625 | | | | 462 | | | | 414 | | | | 518 | | |

| Net income attributable to Expedia Group, Inc.(1) | 406 | | | | 378 | | | | 282 | | | | 764 | | | | 398 | | |

| Working deficit | $ | (2,863 | ) | | $ | (2,339 | ) | | $ | (2,677 | ) | | $ | (2,950 | ) | | $ | (1,263 | ) |

| Total assets | 18,033 | | | | 18,516 | | | | 15,778 | | | | 15,486 | | | | 9,012 | | |

| Total stockholders’ equity | 5,651 | | | | 6,129 | | | | 5,693 | | | | 4,930 | | | | 1,894 | | |

| Revenue | $ | 10,059,844 | | | $ | 8,773,564 | | | $ | 6,672,317 | | | $ | 5,763,485 | | | $ | 4,771,259 | |

| Operating income | 625,138 | | | | 461,702 | | | | 413,566 | | | | 517,764 | | | | 366,060 | | |

| Net income attributable to Expedia, Inc.(1) | 377,964 | | | | 281,848 | | | | 764,465 | | | | 398,097 | | | | 232,850 | | |

| Working deficit | $ | (2,339,101 | ) | | $ | (2,676,947 | ) | | $ | (2,949,756 | ) | | $ | (1,263,283 | ) | | $ | (1,075,817 | ) |

| Total assets | 18,515,628 | | | | 15,777,546 | | | | 15,485,675 | | | | 9,012,299 | | | | 7,734,689 | | |

| Total stockholders’ equity | 6,128,568 | | | | 5,693,103 | | | | 4,929,767 | | | | 1,893,729 | | | | 2,258,985 | | |

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2017] [added: 2018] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, management has concluded that, as of December 31, [removed: 2017,] [added: 2018,] the Company’s internal control over financial reporting was effective.

Ernst & Young, LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] as stated in their report which is included below.

[removed: Expedia,] [added: Expedia Group,] Inc.

We have audited [removed: Expedia,] [added: Expedia Group,] Inc.’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: framework)] (the COSO criteria).

[removed: Expedia, Inc.’s] [added: The Company’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: 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.

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

In our opinion, [removed: Expedia,] [added: Expedia Group,] Inc. [added: (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the [removed: 2017] consolidated [removed: financial] [added: balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated] statements of [removed: Expedia, Inc.] [added: operations, comprehensive income, changes in stockholders’ equity] and [added: cash flows for each of the three years in the period ended December 31, 2018, and the related notes and] our report dated February [removed: 8, 2018] [added: 7, 2019] expressed an unqualified opinion thereon.

Opinion on Internal Control over Financial Reporting

Basis for Opinion

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.

Definition and Limitations of Internal Control Over Financial Reporting

February 7, 2019

February 8, 2018

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 [removed: 2018] [added: 2019] annual meeting of stockholders (the [removed: “2018] [added: “2019] Proxy Statement”), which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, [removed: 2017.][added: 2018.]

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 [removed: 2018] [added: 2019] Proxy Statement and incorporated herein by reference.

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 [removed: 2018] [added: 2019] Proxy Statement and incorporated herein by reference.

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 [removed: 2018] [added: 2019] Proxy Statement and incorporated herein by reference.

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 [removed: 2018] [added: 2019] Proxy Statement and incorporated herein by reference.

The information required by this item is included under the caption “Audit Committee Report” in the [removed: 2018] [added: 2019] Proxy Statement and incorporated herein by reference.

| 3.1 | | [Restated Certificate of Incorporation of [removed: Expedia, Inc.](http://www.sec.gov/Archives/edgar/data/1324424/000119312511352242/d270711dex31.htm)] [added: Expedia Group, Inc.](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000013/expediagrouprestatedcertif.htm)] | | | | 8-K | | 000-51447 | | [removed: 3.1] [added: 3.2] | | [removed: 12/27/2011] [added: 3/27/2018] |

| 3.2 | | [removed: [Amended] [added: [Expedia Group, Inc. General By-Laws Amended] and Restated [removed: Bylaws] [added: as] of [removed: Expedia, Inc.](http://www.sec.gov/Archives/edgar/data/1324424/000089882205001030/bylaws.txt)] [added: March 26, 2018](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000013/expediagroupby-lawsamended.htm)] | | | | 8-K | | 000-51447 | | 3.3 | | [removed: 8/15/2005] [added: 3/27/2018] |

| 4.1 | | [Indenture, dated as of August [removed: 21, 2006,] [added: 5, 2010,] among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York [added: Mellon] Trust Company, N.A., as Trustee, [removed: relating to] [added: governing] Expedia, Inc.’s [removed: 7.456%] [added: 5.95%] Senior Notes due [removed: 2018](http://www.sec.gov/Archives/edgar/data/1324424/000095012406006831/v24860exv4w1.htm)] [added: 2020](http://www.sec.gov/Archives/edgar/data/1324424/000119312510184947/dex41.htm)] | | | | [removed: 10-Q] [added: 8-K] | | 000-51447 | | 4.1 | | [removed: 11/14/2006] [added: 8/10/2010] |

| 4.2 | | [removed: [First] [added: [Ninth] Supplemental Indenture, dated as of [removed: January 19, 2007,] [added: September 30, 2016,] among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York [added: Mellon] Trust Company, N.A., as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1073672/000089102007000017/v26598exv4w2.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312516728698/d151013dex41.htm)] | | | | [removed: S-4] [added: 8-K] | | [removed: 333-140195] [added: 001-37429] | | [removed: 4.2] [added: 4.1] | | [removed: 1/25/2007] [added: 10/3/2016] |

| 4.3 | | [Indenture, dated as of August [removed: 5, 2010,] [added: 13, 2014,] among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee, governing Expedia, Inc.’s 5.95% Senior Notes due 2020](http://www.sec.gov/Archives/edgar/data/1324424/000119312510184947/dex41.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex41.htm)] | | | | 8-K | | 000-51447 | | 4.1 | | [removed: 8/10/2010] [added: 8/18/2014] |

| [removed: 4.4] [added: 4.6] | | [removed: [Ninth Supplemental Indenture,] [added: [Indenture,] dated as of [removed: September 30, 2016,] [added: December 8, 2015,] among Expedia, Inc., as Issuer, the Subsidiary Guarantors [removed: party] [added: from time to time parties] thereto and The Bank of New York Mellon Trust Company, N.A., as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312516728698/d151013dex41.htm)] [added: Trustee, governing Expedia, Inc.’s 5.000% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm)] | | | | 8-K | | 001-37429 | | 4.1 | | [removed: 10/3/2016] [added: 12/8/2015] |

| [removed: 4.5] [added: 4.4] | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of August [removed: 13,] [added: 18,] 2014, among Expedia, Inc., [removed: as Issuer,] the Subsidiary Guarantors [removed: from time to time parties] [added: party] thereto and The Bank of New York [removed: Mellon] Trust Company, N.A., as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex41.htm)] [added: Trustee, governing Expedia, Inc.’s 4.500% Senior Notes due 2024](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex42.htm)] | | | | 8-K | | 000-51447 | | [removed: 4.1] [added: 4.2] | | 8/18/2014 |

| [removed: 4.6] [added: 4.5] | | [removed: [First] [added: [Fourth] Supplemental Indenture, dated as of [removed: August 18, 2014,] [added: June 3, 2015,] among Expedia, Inc., [added: as Issuer,] the Subsidiary Guarantors party thereto and The Bank of New York [added: Mellon] Trust Company, N.A., as Trustee, governing Expedia, Inc.’s [removed: 4.500%] [added: 2.500%] Senior Notes due [removed: 2024](http://www.sec.gov/Archives/edgar/data/1324424/000119312514313459/d776332dex42.htm)] [added: 2022](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex42.htm)] | | | | 8-K | | 000-51447 | | 4.2 | | [removed: 8/18/2014] [added: 6/3/2015] |

| [removed: 4.9] [added: 4.7] | | [Indenture, dated as of September 21, 2017, among Expedia, Inc., the guarantors party thereto and U.S. Bank National Association](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000055/ex41_2017offeringxindenture.htm) | | | | 8-K | | 001-37429 | | 4.1 | | 9/21/2017 |

| [removed: 10.1] [added: 10.9] | | [removed: [Amended and Restated Governance] [added: [Tax Sharing] Agreement [removed: among] [added: by and between] Expedia, [removed: Inc., Liberty Interactive Corporation] [added: Inc.] and [removed: Barry Diller,] [added: TripAdvisor, Inc.,] dated as of December 20, [removed: 2011](http://www.sec.gov/Archives/edgar/data/1324424/000119312511352242/d270711dex101.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1324424/000119312511352242/d270711dex102.htm)] | | | | 8-K | | 000-51447 | | [removed: 10.1] [added: 10.2] | | 12/27/2011 |

| [removed: 10.6] [added: 10.7] | | [Amended and Restated Transaction Agreement, by and among Liberty Interactive Corporation, Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of September 22, 2016](http://www.sec.gov/Archives/edgar/data/1669600/000104746916015637/a2229713zex-10_13.htm) | | | | S-4/A*† | | 333-210377 | | 10.13 | | 9/23/2016 |

| [removed: 10.7] [added: 10.8] | | [Assignment Agreement, by and between Barry Diller and Liberty Expedia Holdings, Inc., dated November 4, 2016](http://www.sec.gov/Archives/edgar/data/1669600/000110465916155210/a16-21198_1ex10d10.htm) | | | | 8-K*† | | 001-37938 | | 10.10 | | 11/7/2016 |

| [removed: 10.9] [added: 10.10] | | [Services Agreement by and between HomeAway.com, Inc. and Keystone Strategy LLC, dated April 1, 2017](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000039/ex101-q22017.htm) | | | | 10-Q | | 001-37429 | | 10.1 | | 7/28/2017 |

| [removed: 10.10] [added: 10.11] | | [Amended and Restated Credit Agreement dated as of September 5, 2014, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company; Hotwire, Inc., a Delaware corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000119312514339211/d787631dex101.htm) | | | | 8-K | | 000-51447 | | 10.1 | | 9/11/2014 |

| [removed: 10.11] [added: 10.12] | | [First Amendment, dated as of February 4, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000119312516452998/d132562dex101.htm) | | | | 8-K | | 001-37429 | | 10.1 | | 2/8/2016 |

| [removed: 10.12] [added: 10.13] | | [Second Amendment, dated as December 22, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1014.htm) | | | | 10-K | | 001-37429 | | 10.14 | | 2/10/2017 |

| [removed: 10.13] [added: 10.18] | | [Office Building Lease by and between Tower 333 LLC, a Delaware limited liability company, and Expedia, Inc., a Washington corporation, dated June 25, 2007](http://www.sec.gov/Archives/edgar/data/1324424/000095013407016637/v32356exv10w1.htm) | | | | 10-Q | | 000-51447 | | 10.1 | | 8/3/2007 |

| [removed: 10.14*] [added: 10.19*] | | [Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312516688780/d28003ddef14a.htm) | | | | DEF 14A | | 001-37429 | | App. A | | 8/23/2016 |

| [removed: 10.15*] [added: 10.20*] | | [Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312515322458/d18322dex991.htm) | | | | S-8 | | 333-206990 | | 99.1 | | 9/17/2015 |

| [removed: 10.16*] [added: 10.21*] | | [HomeAway, Inc. 2011 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312515403385/d108921dex991.htm) | | | | S-8 | | 333-208548 | | 99.10 | | 12/15/2015 |

| [removed: 10.17*] [added: 10.22*] | | [removed: [Expedia,] [added: [Expedia Group,] Inc. 2013 Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312513187468/d468320ddef14a.htm)] [added: Plan, as Amended and Restated](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1022.htm)] | | [added: X] | | [removed: DEF14A] | | [removed: 000-51447] | | [removed: App. B] | | [removed: 4/30/2013] |

| [removed: 10.18*] [added: 10.23*] | | [removed: [Expedia,] [added: [Expedia Group,] Inc. 2013 International Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/1324424/000119312513187468/d468320ddef14a.htm)] [added: Plan, As Amended and Restated](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1023.htm)] | | [added: X] | | [removed: DEF 14A] | | [removed: 000-51447] | | [removed: App. C] | | [removed: 4/30/2013] |

| [removed: 10.19*] [added: 10.24*] | | [Form of Expedia, Inc. Restricted Stock Unit Agreement (Directors)](http://www.sec.gov/Archives/edgar/data/1324424/000119312514290046/d728841dex101.htm) | | | | 10-Q | | 000-51447 | | 10.1 | | 8/1/2014 |

| [removed: 10.20*] [added: 10.25*] | | [Form of Expedia, Inc. Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1022.htm) | | | | 10-K | | 001-37429 | | 10.22 | | 2/10/2017 |

| [removed: 10.21*] [added: 10.27*] | | [Form of Expedia, Inc. Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000006/ex-1023.htm) | | | | 10-K | | 001-37429 | | 10.23 | | 2/10/2017 |

| [removed: 10.22*] [added: 10.30*] | | [Amended and Restated Expedia, Inc. Non-Employee Director Deferred Compensation Plan, effective as of January 1, 2009](http://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w13.htm) | | | | 10-K | | 000-51447 | | 10.13 | | 2/19/2009 |

| [removed: 10.23*] [added: 10.31*] | | [Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2009](http://www.sec.gov/Archives/edgar/data/1324424/000095013409003282/v51161exv10w17.htm) | | | | 10-K | | 000-51447 | | 10.17 | | 2/19/2009 |

| [removed: 10.24*] [added: 10.32*] | | [First Amendment of the Executive Deferred Compensation Plan, effective as of December 31, 2014](http://www.sec.gov/Archives/edgar/data/1324424/000119312515035706/d838066dex1020.htm) | | | | 10-K | | 000-51447 | | 10.20 | | 2/6/2015 |

| [removed: 10.25*] [added: 10.33*] | | [Employment Agreement between Mark Okerstrom and Expedia, Inc., effective September 15, 2017](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex101_okerstromceoemployme.htm) | | | | 8-K/A | | 001-37429 | | 10.1 | | 9/21/2017 |

| [removed: 10.26*] [added: 10.34*] | | [Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March 7, 2016](http://www.sec.gov/Archives/edgar/data/1324424/000119312516498632/d156669dex102.htm) | | | | 8-K | | 001-37429 | | 10.2 | | 3/9/2016 |

| [removed: 10.27*] [added: 10.35*] | | [Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March 7, 2016 (Performance Options)](http://www.sec.gov/Archives/edgar/data/1324424/000119312516498632/d156669dex103.htm) | | | | 8-K | | 001-37429 | | 10.3 | | 3/9/2016 |

| [removed: 10.28*] [added: 10.36*] | | [Stock Option Agreement between Mark Okerstrom and Expedia, Inc., effective September 15, 2017 (Performance Options)](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex102_okerstromperformance.htm) | | | | 8-K/A | | 001-37429 | | 10.2 | | 9/21/2017 |

| [removed: 10.29*] [added: 10.38*] | | [Employment Agreement between Alan Pickerill and Expedia, Inc., effective September 15, 2017](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex103_pickerillcfoemployme.htm) | | | | 8-K/A | | 001-37429 | | 10.3 | | 9/21/2017 |

| [removed: 10.30*] [added: 10.40*] | | [removed: [Employment] [added: [Amended and Restated Employment] Agreement between Robert J. Dzielak and Expedia, Inc., effective [removed: as of] March [removed: 2, 2015](http://www.sec.gov/Archives/edgar/data/1324424/000119312515075474/d882663dex101.htm)] [added: 3, 2018](http://www.sec.gov/Archives/edgar/data/1324424/000132442418000010/dzielakemploymentagreement.htm)] | | | | 8-K | | [removed: 000-51447] [added: 001-37429] | | 10.1 | | [removed: 3/4/2015] [added: 3/7/2018] |

| [removed: 10.31*] [added: 10.43*] | | [Equity Treatment Agreement between Dara Khosrowshahi and Expedia, Inc., effective September 20, 2017](http://www.sec.gov/Archives/edgar/data/1324424/000132442417000053/ex104_dketafinal.htm) | | | | 8-K/A | | 001-37429 | | 10.4 | | 9/21/2017 |

| [removed: 10.32*] [added: 10.44*] | | [Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March 31, 2015 (Performance Options)](http://www.sec.gov/Archives/edgar/data/1324424/000119312515116295/d902302dex103.htm) | | | | 8-K | | 000-51447 | | 10.3 | | 4/1/2015 |

| 21 | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000006/q42017ex-21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-21.htm)] | | X | | | | | | | | |

| 23.1 | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000006/q42017ex-231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-231.htm)] | | X | | | | | | | | |

| 31.1 | | [Certifications of the Chairman and Senior Executive Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000006/q42017ex-311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-311.htm)] | | X | | | | | | | | |

| 31.2 | | [Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442418000006/q42017ex-312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-312.htm)] | | X | | | | | | | | |

| 10.17 | | [Sixth Amendment, dated as of December 28, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1017.htm) | | X | | | | | | | | |

| 10.45* | | [Expedia Group, Inc. Restricted Stock Unit Agreement between Peter M. Kern and Expedia Group, Inc., dated as of August 17, 2018](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1045.htm) | | X | | | | | | | | |

| 10.46* | | [Form Expedia, Inc. Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/1324424/000132442419000006/q42018ex-1046.htm) | | X | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| Exhibit No. | | | | Filed Herewith | | Incorporated by Reference | | | | | | |

| Exhibit Description | | Form | | SEC File No. | | Exhibit | | Filing Date | | | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| 2.1 | | [Share Purchase Agreement, dated as of December 21, 2012, by and among Expedia, Inc., trivago GmbH, a wholly owned subsidiary of Expedia and the shareholders of trivago GmbH party thereto.](http://www.sec.gov/Archives/edgar/data/1324424/000119312512511867/d455840dex21.htm) | | | | 8-K | | 000-51447 | | 2.1 | | 12/21/2012 |

| 2.2 | | [Shareholders Agreement, dated as of December 21, 2012 by and among trivago GmbH, Expedia, Inc., a wholly owned subsidiary of Expedia and certain shareholders of trivago GmbH.](http://www.sec.gov/Archives/edgar/data/1324424/000119312512511867/d455840dex22.htm) | | | | 8-K | | 000-51447 | | 2.2 | | 12/21/2012 |

| 4.7 | | [Fourth Supplemental Indenture, dated as of June 3, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 2.500% Senior Notes due 2022](http://www.sec.gov/Archives/edgar/data/1324424/000119312515211303/d935936dex42.htm) | | | | 8-K | | 000-51447 | | 4.2 | | 6/3/2015 |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| 4.8 | | [Indenture, dated as of December 8, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing Expedia, Inc.’s 5.000% Senior Notes due 2026](http://www.sec.gov/Archives/edgar/data/1324424/000119312515397400/d103545dex41.htm) | | | | 8-K | | 001-37429 | | 4.1 | | 12/8/2015 |

| 10.8 | | [Tax Sharing Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December 20, 2011](http://www.sec.gov/Archives/edgar/data/1324424/000119312511352242/d270711dex102.htm) | | | | 8-K | | 000-51447 | | 10.2 | | 12/27/2011 |

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| | |

| --- | --- |

| | |

| * | Indicates a management contract or compensatory plan or arrangement. |

| *† | Indicates reference to filing of Liberty Expedia Holdings, Inc. |

| * | Furnished herewith |

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, Inc. | |

| | | |

| | By: | /s/ MARK D. OKERSTROM |

| | | Mark D. Okerstrom Chief Executive Officer |

February 8, 2018

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 8, 2018.

| | | |

| --- | --- | --- |

| | | |

| Signature | | Title |

Not applicable.

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/ MARK D. OKERSTROM |

| | | Mark D. Okerstrom Chief Executive Officer |

February 7, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 7, 2019.

| | | |

| --- | --- | --- |

| | | |

| Signature | | Title |

| | | |

| /s/ MARK D. OKERSTROM | | Chief Executive Officer, President and Director |

| Mark D. Okerstrom | | (Principal Executive Officer) |

| | | |

| /s/ ALAN PICKERILL | | Chief Financial Officer |

| Alan Pickerill | | (Principal Financial Officer) |

| | | |

| /s/ LANCE A. SOLIDAY | | Chief Accounting Officer and Controller |

| Lance A. Soliday | | (Principal Accounting Officer) |

| | | |

| /s/ BARRY DILLER | | Director (Chairman of the Board) |

| Barry Diller | | |

| | | |

| /s/ PETER M. KERN | | Director (Vice Chairman) |

| Peter M. Kern | | |

| | | |

| /s/ SUSAN C. ATHEY | | Director |

| Susan C. Athey | | |

| | | |

| /s/ A. GEORGE BATTLE | | Director |

| A. George Battle | | |

| | | |

| /s/ COURTNEE A. CHUN | | Director |

| Courtnee A. Chun | | |