Item 16. Form 10-K Summary

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
/s/ CHELSEA CLINTON		Director
Chelsea Clinton
/s/ PAMELA L. COE		Director
Pamela L. Coe
/s/ JONATHAN L. DOLGEN		Director
Jonathan L. Dolgen
/s/ CRAIG A. JACOBSON		Director
Craig A. Jacobson
/s/ VICTOR A. KAUFMAN		Director
Victor A. Kaufman
/s/ DARA KHOSROWSHAHI		Director
Dara Khosrowshahi
/s/ SCOTT RUDIN		Director
Scott Rudin
/s/ CHRISTOPHER W. SHEAN		Director
Christopher W. Shean
/s/ ALEXANDER VON FURSTENBERG		Director
Alexander von Furstenberg

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS

Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F- 2
Consolidated Statements of Operations	F- 3
Consolidated Statements of Comprehensive Income	F- 4
Consolidated Balance Sheets	F- 5
Consolidated Statements of Changes in Stockholders’ Equity	F- 6
Consolidated Statements of Cash Flows	F- 8
Notes to Consolidated Financial Statements	F- 9

F- 1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Expedia Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Expedia Group, Inc. (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 7, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

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

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

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2004.

Seattle, Washington

February 7, 2019

F- 2

Consolidated Financial Statements

EXPEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended December 31,
	2018				2017				2016
	(In millions, except for per share data)
Revenue	$	11,223			$	10,060			$	8,774
Costs and expenses:
Cost of revenue (1)	1,965				1,757				1,597
Selling and marketing (1)	5,767				5,298				4,367
Technology and content (1)	1,617				1,387				1,235
General and administrative (1)	808				676				678
Amortization of intangible assets	283				275				317
Impairment of goodwill	86				—				—
Impairment of intangible assets	42				—				35
Legal reserves, occupancy tax and other	(59		)		25				27
Restructuring and related reorganization charges (1)	—				17				56
Operating income	714				625				462
Other income (expense):
Interest income	71				34				20
Interest expense	(190		)		(182		)		(173		)
Other, net	(110		)		(60		)		(32		)
Total other expense, net	(229		)		(208		)		(185		)
Income before income taxes	485				417				277
Provision for income taxes	(87		)		(45		)		(16		)
Net income	398				372				261
Net loss attributable to non-controlling interests	8				6				21
Net income attributable to Expedia Group, Inc.	$	406			$	378			$	282
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
Basic	$	2.71			$	2.49			$	1.87
Diluted	2.65				2.42				1.82
Shares used in computing earnings per share (000's):
Basic	149,961				151,619				150,367
Diluted	152,889				156,385				154,517

(1) Includes stock-based compensation as follows:
Cost of revenue	$	11			$	10			$	11
Selling and marketing	44				40				47
Technology and content	61				55				63
General and administrative	87				44				108
Restructuring and related reorganization charges	—				—				13

See notes to consolidated financial statements.

F- 3

EXPEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year ended December 31,
	2018				2017				2016
	(In millions)
Net income	$	398			$	372			$	261
Other comprehensive income (loss), net of tax
Currency translation adjustments, net of taxes	(86		)		189				(10		)
Unrealized losses on available for sale securities, net of taxes	—				(7		)		—
Other comprehensive income (loss), net of tax	(86		)		182				(10		)
Comprehensive income	312				554				251
Less: Comprehensive income (loss) attributable to non-controlling interests	(26		)		45				(29		)
Comprehensive income attributable to Expedia Group, Inc.	$	338			$	509			$	280

See notes to consolidated financial statements.

F- 4

EXPEDIA GROUP, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
	2018				2017
	(In millions, except per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	2,443			$	2,847
Restricted cash and cash equivalents	259				69
Short-term investments	28				468
Accounts receivable, net of allowance of $34 and $31	2,151				1,866
Income taxes receivable	24				21
Prepaid expenses and other current assets	292				269
Total current assets	5,197				5,540
Property and equipment, net	1,877				1,575
Long-term investments and other assets	778				845
Deferred income taxes	69				18
Intangible assets, net	1,992				2,309
Goodwill	8,120				8,229
TOTAL ASSETS	$	18,033			$	18,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, merchant	$	1,699			$	1,838
Accounts payable, other	788				698
Deferred merchant bookings	4,327				3,219
Deferred revenue	364				326
Income taxes payable	74				33
Accrued expenses and other current liabilities	808				1,265
Current maturities of long-term debt	—				500
Total current liabilities	8,060				7,879
Long-term debt, excluding current maturities	3,717				3,749
Deferred income taxes	69				329
Other long-term liabilities	506				408
Commitments and contingencies
Redeemable non-controlling interests	30				22
Stockholders’ equity:
Common stock $.0001 par value	—				—
Authorized shares: 1,600,000
Shares issued: 231,493 and 228,467
Shares outstanding: 134,334 and 138,939
Class B common stock $.0001 par value	—				—
Authorized shares: 400,000
Shares issued and outstanding: 12,800 and 12,800
Additional paid-in capital	9,549				9,163
Treasury stock — Common stock, at cost	(5,742		)		(4,822		)
Shares: 97,159 and 89,528
Retained earnings	517				331
Accumulated other comprehensive income (loss)	(220		)		(149		)
Total Expedia Group, Inc. stockholders’ equity	4,104				4,523
Non-redeemable non-controlling interests	1,547				1,606
Total stockholders’ equity	5,651				6,129
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,033			$	18,516

See notes to consolidated financial statements.

F- 5

EXPEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In millions, except share and per share data)

		Common stock							Class B common stock							Additional paid-in capital				Treasury stock							Retained earnings (deficit)				Accumulated other comprehensive income (loss)				Non-redeemable non-controlling interest				Total
		Shares			Amount				Shares			Amount				Shares			Amount
Balance as of December 31, 2015		220,383,124			$	—			12,799,999			$	—			$	8,697			82,923,771			$	(4,055	)		$	508			$	(285	)		$	65			$	4,930
Net income (excludes $23 of net loss attributable to redeemable non-controlling interest)																											282								2				284
Other comprehensive income (loss), net of taxes																															(1		)		—				(1		)
Payment of dividends to stockholders (declared at $1.00 per share)																—											(150		)										(150		)
Proceeds from exercise of equity instruments and employee stock purchase plans		3,413,505			—											141																							141
Withholding taxes for stock options																(1		)																					(1		)
Issuance of common stock in connection with acquisitions		513,140			—											—																							—
Treasury stock activity related to vesting of equity instruments																				174,378			(20		)														(20		)
Common stock repurchases																				3,979,170			(436		)														(436		)
Impact of adoption of new accounting guidance related to stock-based compensation																10											(7		)										3
Adjustment to the fair value of redeemable non-controlling interests																(344		)									(504		)										(848		)
Change in ownership of non-controlling interest related to trivago initial public offering ("IPO")																(32		)													6				26				—
Transfer from redeemable non-controlling interests																—																			1,381				1,381
Proceeds related to trivago IPO, net of fees and expenses																125																			85				210
Stock-based compensation expense																196																							196
Other																2																			2				4
Balance as of December 31, 2016		224,309,769			—				12,799,999			—				8,794				87,077,319			(4,511		)		129				(280		)		1,561				5,693
Net income (excludes $3 of net income attributable to redeemable non-controlling interest)																											378								(9		)		369
Other comprehensive income (loss), net of taxes																															131				51				182
Payment of dividends to stockholders (declared at $1.16 per share)																—											(176		)										(176		)
Proceeds from exercise of equity instruments and employee stock purchase plans		3,982,546			—											228																							228
Withholding taxes for stock options																(9		)																					(9		)
Issuance of common stock in connection with acquisitions		175,040			—											—																							—
Treasury stock activity related to vesting of equity instruments																				133,319			(17		)														(17		)
Common stock repurchases																				2,317,617			(294		)														(294		)
Other changes in non-controlling interests																3																			3				6
Stock-based compensation expense																148																							148
Other																(1		)																					(1		)
Balance as of December 31, 2017		228,467,355			$	—			12,799,999			$	—			$	9,163			89,528,255			$	(4,822	)		$	331			$	(149	)		$	1,606			$	6,129

F- 6

		Common stock							Class B common stock							Additional paid-in capital				Treasury stock							Retained earnings (deficit)				Accumulated other comprehensive income (loss)				Non-redeemable non-controlling interest				Total
		Shares			Amount				Shares			Amount				Shares			Amount
Net income (excludes $1 of net income attributable to redeemable non-controlling interest)																											406								(9		)		397
Other comprehensive income (loss), net of taxes																															(68		)		(18		)		(86		)
Payment of dividends to stockholders (declared at $1.24 per share)																											(186		)										(186		)
Proceeds from exercise of equity instruments and employee stock purchase plans		2,850,591			—											166																							166
Withholding taxes for stock options																(2		)																					(2		)
Issuance of common stock in connection with acquisitions		175,040			—											—																							—
Treasury stock activity related to vesting of equity instruments																				179,783			(20		)														(20		)
Common stock repurchases																				7,720,194			(904		)														(904		)
Proceeds from issuance of treasury stock																27				(269,646	)		4																31
Adjustment to the fair value of redeemable non-controlling interests																—											(3		)										(3		)
Purchase of remaining interest in Air Asia																(5		)																	(57		)		(62		)
Other changes in non-controlling interests																(7		)																	25				18
Stock-based compensation expense																208																							208
Impact of adoption of new accounting guidance																											(31		)		(3		)						(34		)
Other																(1		)																					(1		)
Balance as of December 31, 2018		231,492,986			$	—			12,799,999			$	—			$	9,549			97,158,586			$	(5,742	)		$	517			$	(220	)		$	1,547			$	5,651

See notes to consolidated financial statements.

F- 7

EXPEDIA GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	December 31,
	2018				2017				2016
	(In millions)
Operating activities:
Net income	$	398			$	372			$	261
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment, including internal-use software and website development	676				614				477
Amortization of stock-based compensation	203				149				242
Amortization and impairment of intangible assets	325				275				352
Impairment of goodwill	86				—				—
Deferred income taxes	(308		)		(103		)		(14		)
Foreign exchange (gain) loss on cash, restricted cash and short-term investments, net	111				(79		)		16
Realized (gain) loss on foreign currency forwards	(31		)		(6		)		53
Loss on minority equity investments, net	111				14				12
Other	22				(30		)		(4		)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(282		)		(456		)		(276		)
Prepaid expenses and other assets	(29		)		(71		)		(45		)
Accounts payable, merchant	(134		)		316				184
Accounts payable, other, accrued expenses and other current liabilities	196				257				79
Tax payable/receivable, net	102				(30		)		(100		)
Deferred merchant bookings	489				593				261
Deferred revenue	40				30				51
Net cash provided by operating activities	1,975				1,845				1,549
Investing activities:
Capital expenditures, including internal-use software and website development	(878		)		(710		)		(749		)
Purchases of investments	(1,803		)		(1,811		)		(45		)
Sales and maturities of investments	2,137				1,096				61
Acquisitions, net of cash and restricted cash acquired	(53		)		(169		)		(1		)
Other, net	38				13				16
Net cash used in investing activities	(559		)		(1,581		)		(718		)
Financing activities:
Payment of long-term debt	(500		)		—				—
Proceeds from issuance of long-term debt, net of issuance costs	—				990				(2		)
Payment of HomeAway Convertible Notes	—				—				(401		)
Purchases of treasury stock	(923		)		(312		)		(456		)
Proceeds from issuance of treasury stock	31				—				—
Payment of dividends to stockholders	(186		)		(176		)		(150		)
Proceeds from exercise of equity awards and employee stock purchase plan	166				229				141
Changes in controlled subsidiaries, net	(62		)		(18		)		208
Other, net	(15		)		(25		)		(31		)
Net cash provided by (used in) financing activities	(1,489		)		688				(691		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents	(139		)		147				(35		)
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	(212		)		1,099				105
Cash, cash equivalents and restricted cash and cash equivalents at beginning of year	2,917				1,818				1,713
Cash, cash equivalents and restricted cash and cash equivalents at end of year	$	2,705			$	2,917			$	1,818
Supplemental cash flow information
Cash paid for interest	$	196			$	163			$	154
Income tax payments, net	282				174				124

See notes to consolidated financial statements.

F- 8

Expedia Group, Inc.

Notes to Consolidated Financial Statements

NOTE 1 — Organization and Basis of Presentation

Description of Business

Expedia Group, Inc. and its subsidiaries (formerly "Expedia, Inc.") provide travel products and services to leisure and corporate travelers in the United States and abroad as well as various media and advertising offerings to travel and non-travel advertisers. These travel products and services are offered through a diversified portfolio of brands including: Brand Expedia®, Hotels.com®, Expedia® Partner Solutions, Egencia®, trivago® and HomeAway®, VRBO®, Orbitz®, Travelocity®,Wotif®, lastminute.com.au®, ebookers®, CheapTickets®, Hotwire®, Classic Vacations®, CarRentals.comTM, Expedia Local Expert®, Expedia® CruiseShipCenters®, SilverRail Technologies, Inc., ALICE® and Traveldoo®. In addition, many of these brands have related international points of sale. We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in these consolidated financial statements.

Basis of Presentation

The accompanying consolidated financial statements include Expedia Group, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method. We have eliminated significant intercompany transactions and accounts.

We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, the results of our future operations and cash flows.

Seasonality

We generally experience seasonal fluctuations in the demand for our travel services. For example, traditional leisure travel bookings are generally the highest in the first three quarters as travelers plan and book their spring, summer and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel services, including merchant and agency hotel, is recognized as the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks for our hotel business and can be several months or more for our vacation rental business. Historically, HomeAway has seen seasonally stronger bookings in the first quarter of the year, with the relevant stays occurring during the peak summer travel months. The seasonal revenue impact is exacerbated with respect to income by the nature of our variable cost of revenue and direct sales and marketing costs, which we typically realize in closer alignment to booking volumes, and the more stable nature of our fixed costs. Furthermore, operating profits for our primary advertising business, trivago, have typically been experienced in the second half of the year, particularly the fourth quarter, as selling and marketing costs offset revenue in the first half of the year as we typically increase marketing during the busy booking period for spring, summer and winter holiday travel. As a result on a consolidated basis, revenue and income are typically the lowest in the first quarter and highest in the third quarter. The continued growth of our international operations, advertising business or a change in our product mix, including the growth of HomeAway, may influence the typical trend of the seasonality in the future, and there may also be business or market driven dynamics that result in short-term impacts to revenue or profitability that differ from the typical seasonal trends.

NOTE 2 — Significant Accounting Policies

Consolidation

Our consolidated financial statements include the accounts of Expedia Group, Inc., our wholly-owned subsidiaries, and entities for which we control a majority of the entity’s outstanding common stock. We record non-controlling interest in our consolidated financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Non-controlling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities, which includes the non-controlling interest share of net income or loss from our redeemable and non-redeemable non-controlling interest entities. Upon closing of its initial public offering ("IPO") on December 16, 2016, trivago became a separately listed company on the Nasdaq Global Select Market and, therefore, is subject to its own reporting and filing requirements, which could result in possible differences that are not expected to be material to Expedia Group, Inc.

We characterize our minority interest in trivago, subsequent to its IPO, as a non-redeemable non-controlling interest and classify it as a component of stockholders’ equity in our consolidated financial statements. Non-controlling interests with shares

F- 9

redeemable at the option of the minority holders, such as trivago prior to its IPO, have been included in redeemable non-controlling interests. See “Redeemable Non-controlling Interest” below for further information.

We have eliminated significant intercompany transactions and accounts in our consolidated financial statements.

Accounting Estimates

We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include revenue recognition; recoverability of current and long-lived assets, intangible assets and goodwill; income and transactional taxes, such as potential settlements related to occupancy and excise taxes; loss contingencies; deferred loyalty rewards; acquisition purchase price allocations; stock-based compensation and accounting for derivative instruments.

Reclassifications

We have reclassified certain amounts related to our prior period results to conform to our current period presentation.

Revenue Recognition

We recognize revenue upon transfer of control of our promised services in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

For our primary transaction-based revenue sources, discussed below, we have determined net presentation (that is, the amount billed to a traveler less the amount paid to a supplier) is appropriate for the majority of our revenue transactions as the supplier is primarily responsible for providing the underlying travel services and we do not control the service provided by the supplier to the traveler. We exclude all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on our travel related services or collected by the Company from customers (which are therefore excluded from revenue).

We offer traditional travel services on a stand-alone and package basis generally either through the merchant or the agency business model.

Under the merchant model, we facilitate the booking of hotel rooms, alternative accommodations, airline seats, car rentals and destination services from our travel suppliers and we are the merchant of record for such bookings.

Under the agency model, we pass reservations booked by the traveler to the relevant travel supplier and the travel supplier serves as the merchant of record for such bookings. We receive commissions or ticketing fees from the travel supplier and/or traveler. For certain agency airline, hotel and car transactions, we also receive fees through global distribution systems (“GDS”) that provide the computer systems through which the travel supplier inventory is made available and through which reservations are booked.

Under the advertising model, we offer travel and non-travel advertisers access to a potential source of incremental traffic and transactions through our various media and advertising offerings on trivago and our transaction-based websites.

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

The nature of our travel booking service performance obligations vary based on the travel service with differences primarily related to the degree to which we provide post booking services to the traveler and the timing when rights and obligations are triggered in our underlying supplier agreements. We consider both the traveler and travel supplier as our customers.

Refer to NOTE 18 — Segment Information for revenue by business model and service type.

Lodging. Our lodging revenue is comprised of revenue recognized under the merchant, agency and HomeAway business models.

Merchant Hotel. We provide travelers access to book hotel room reservations through our contracts with lodging suppliers, which provide us with rates and availability information for rooms but for which we have no control over the rooms and do not bear inventory risk. Our travelers pay us for merchant hotel transactions prior to departing on their trip, generally when they book the reservation. We record the payment in deferred merchant bookings until the stayed night occurs, at which point we recognize the revenue, net of amounts paid to suppliers, as this is when our performance obligation is satisfied. In certain nonrefundable, nonchangeable transactions where we have no significant post booking services (primarily opaque hotel

F- 10

offerings), we record revenue when the traveler completes the transaction on our website, less a reserve for chargebacks and cancellations based on historical experience. Payments to suppliers are generally due within 30 days of check-in or stay. In certain instances when a supplier invoices us for less than the cost we accrued, we generally reduce our merchant accounts payable and the supplier costs within net revenue six months in arrears, net of an allowance, when we determine it is not probable that we will be required to pay the supplier, based on historical experience. Cancellation fees are collected and

remitted to the supplier, if applicable.

Agency Hotel. We generally record agency revenue from the hotel when the stayed night occurs as we provide post booking services to the traveler and, thus consider the stay as when our performance obligation is satisfied. We record an allowance for cancellations on this revenue based on historical experience.

HomeAway. HomeAway’s lodging revenue is generally earned on a pay-per-booking or pay-per-subscription basis. Pay-per-booking arrangements are commission-based where rental property owners and managers bear the inventory risk, have latitude in setting the price and compensate HomeAway for facilitating bookings with travelers. Under pay-per-booking arrangements, each booking is a separate contract as listings are typically cancelable at any time and the related revenue, net of amounts paid to property owners, is recognized at check in, which is the point in time when our service to the traveler is complete. In pay-per-subscription contracts, property owners or managers purchase in advance online advertising services related to the listing of their properties for rent over a fixed term (typically one year). As the performance obligation is the listing service and is provided to the property owner or manager over the life of the listing period, the pay-per-subscription revenue is recognized on a straight-line basis over the listing period. HomeAway also charges a traveler service fee at the time of booking. The service fee charged to travelers provides compensation for HomeAway’s services, including but not limited to the use of HomeAway's website and a “Book with Confidence Guarantee” providing travelers with comprehensive payment protection and 24/7 traveler support. The performance obligation is to facilitate the booking of a property and assist travelers up to their check in process and, as such, the traveler service fee revenue is recognized at check-in. Revenue from other ancillary vacation rental services or products are recorded either upon delivery or when we provide the service.

Merchant and Agency Air. We record revenue on air transactions when the traveler books the transaction, as we do not provide significant post booking services to the traveler and payments due to and from air carriers are typically due at the time of ticketing. We record a reserve for chargebacks and cancellations at the time of the transaction based on historical experience. In certain transactions, the GDS collects commissions from our suppliers and passes these commissions to us, net of their fees. Therefore, we view payments through the GDS as commissions from suppliers and record these commissions in net revenue. Fees paid to the GDS as compensation for their role in processing transactions are recorded as cost of revenue.

Advertising and Media. We record revenue from click-through fees charged to our travel partners for leads sent to the travel partners’ websites. We record revenue from click-through fees after the traveler makes the click-through to the related travel partners’ websites. We record revenue for advertising placements ratably over the advertising period or upon delivery of advertising impressions, depending on the terms of the contract. Payments from advertisers are generally due within 30 days of invoicing.

Other. Other primarily includes transaction revenue for booking services related to products such as car, cruise and destination services under the agency business model. We generally record the related revenue when the travel occurs, as in most cases we provide post booking services and this is when our performance obligation is complete. Additionally, no rights or obligations are triggered in our supplier agreements until the travel occurs. We record an allowance for cancellations on this revenue based on historical experience. In addition, other also includes travel insurance products primarily under the merchant model, for which revenue is recorded at the time the transaction is booked.

Packages. Packages assembled by travelers through the packaging functionality on our websites generally include a merchant hotel component and some combination of an air, car or destination services component. The individual package components are accounted for as separate performance obligations and recognized in accordance with our revenue recognition policies stated above.

Deferred Merchant Bookings. We classify cash payments received in advance of our performance obligations as deferred merchant bookings. At January 1, 2018, $3.219 billion of cash advance cash payments was reported within deferred merchant bookings, $2.898 billion of which was recognized resulting in $421 million of revenue during the year ended December 31, 2018. At December 31, 2018, the related balance was $3.627 billion.

Travelers enrolled in our internally administered traveler loyalty rewards programs earn points for each eligible booking made which can be redeemed for free or discounted future bookings. Hotels.com Rewards offers travelers one free night at any Hotels.com partner property after that traveler stays 10 nights, subject to certain restrictions. Expedia Rewards enables participating travelers to earn points on all hotel, flight, package and activities made on over 30 Brand Expedia websites. Orbitz Rewards allows travelers to earn OrbucksSM, the currency of Orbitz Rewards, on flights, hotels and vacation packages and instantly redeem those Orbucks on future bookings at various hotels worldwide. As travelers accumulate points towards free travel products, we defer the relative standalone selling price of earned points, net of expected breakage, as deferred loyalty

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rewards within deferred merchant bookings on the consolidated balance sheet. In order to estimate the standalone selling price of the underlying services on which points can be redeemed for all loyalty programs, we use an adjusted market assessment approach and consider the redemption values expected from the traveler. We then estimate the number of rewards that will not be redeemed based on historical activity in our members' accounts as well as statistical modeling techniques. Revenue is recognized when we have satisfied our performance obligation relating to the points, that is when the travel service purchased with the loyalty award is satisfied. The majority of rewards expected to be redeemed are recognized within one to two years of being earned. At January 1, 2018, $619 million of deferred loyalty rewards was reported within deferred merchant bookings, all of which was recognized as revenue during the year ended December 31, 2018. At December 31, 2018, the related balance was $700 million.

Deferred Revenue. Deferred revenue primarily consists of HomeAway's traveler service fees received on bookings where we are not merchant of record due to the use of a third party payment processor, unearned subscription revenue as well as deferred advertising revenue. At January 1, 2018, $326 million was recorded as deferred revenue, $288 million of which was recognized as revenue during the year ended December 31, 2018. At December 31, 2018, the related balance was $364 million.

Practical Expedients and Exemptions. We have used the portfolio approach to account for our loyalty points as the rewards programs share similar characteristics within each program in relation to the value provided to the traveler and their breakage patterns. Using this portfolio approach is not expected to differ materially from applying the guidance to individual contracts. However, we will continue to assess and refine, if necessary, how a portfolio within each rewards program is defined.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Cash, Restricted Cash, and Cash Equivalents

Our cash and cash equivalents include cash and liquid financial instruments, including money market funds and time deposit investments, with maturities of three months or less when purchased. Restricted cash includes cash and cash equivalents that is restricted through legal contracts, regulations or our intention to use the cash for a specific purpose. Our restricted cash primarily relates to certain traveler deposits and to a lesser extent collateral for office leases. The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows:

	December 31, 2018				December 31, 2017
	(in millions)
Cash and cash equivalents	$	2,443			$	2,847
Restricted cash and cash equivalents	259				69
Restricted cash included within long-term investments and other assets	3				1
Total cash, cash equivalents and restricted cash and cash equivalents in the consolidated statement of cash flow	$	2,705			$	2,917

Short-term and Long-term Investments

We determine the appropriate classification of our investments in marketable securities at the time of purchase and reevaluate such designation at each balance sheet date. Investments with remaining maturities of less than one year are classified within short-term investments. All other investments are classified within long-term investments and other assets.

We record investments using the equity method when we have the ability to exercise significant influence over the investee. As of January 1, 2018, minority equity investments with readily determinable fair values, such as our investment in Despegar.com Corp ("Despegar"), are carried at fair value with changes in fair value recorded through net income. Minority investments without readily determinable fair values are measured using the equity method, or measured at cost with observable price changes reflected through net income. We perform a qualitative assessment on a quarterly basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net.

Accounts Receivable

Accounts receivable are generally due within thirty days and are recorded net of an allowance for doubtful accounts. We consider accounts outstanding longer than the contractual payment terms as past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to us, and the condition of the general economy and industry as a whole.

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Property and Equipment

We record property and equipment at cost, net of accumulated depreciation and amortization. We also capitalize certain costs incurred related to the development of internal use software. We capitalize costs incurred during the application development stage related to the development of internal use software. We expense costs incurred related to the planning and post-implementation phases of development as incurred.

We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment, capitalized software development and furniture and other equipment. We amortize leasehold improvement using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease.

We establish assets and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition under the authoritative accounting guidance for asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs.

We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where we are considered the owner for accounting purposes, pursuant to build-to-suit lease guidance, to the extent that we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of these facilities, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If we continue to be the deemed owner for accounting purposes, the facilities are accounted for as financing obligations. As a result of our involvement in the construction project for a new office space of our trivago subsidiary, we recorded that lease under build-to-suit guidance. During 2018, trivago moved into its new office space at which point it was determined not to have met the sales-leaseback guidance resulting in our accounting for the lease as a financing obligation.

Business Combinations

We assign the value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and trade names, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined.

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. We assess goodwill and indefinite-lived intangible assets, neither of which is amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value. An impairment charge is recorded based on the excess of the reporting unit's carrying amount over its fair value. Periodically, we may choose to perform a qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired.

We generally base our measurement of fair value of reporting units on a blended analysis of the present value of future discounted cash flows and market valuation approach with the exception of our standalone publicly traded subsidiary, which is based on market valuation. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: our weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the Company to comparable publicly traded firms in similar lines of business. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units.

We believe the weighted use of discounted cash flows and market approach is the best method for determining the fair value of our reporting units because these are the most common valuation methodologies used within the travel and internet industries; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.

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In addition to measuring the fair value of our reporting units as described above, we consider the combined carrying and fair values of our reporting units in relation to the Company’s total fair value of equity plus debt as of the assessment date. Our equity value assumes our fully diluted market capitalization, using either the stock price on the valuation date or the average stock price over a range of dates around the valuation date, plus an estimated acquisition premium which is based on observable transactions of comparable companies. The debt value is based on the highest value expected to be paid to repurchase the debt, which can be fair value, principal or principal plus a premium depending on the terms of each debt instrument.

In our evaluation of our indefinite-lived intangible assets, we typically first perform a quantitative assessment and an impairment charge is recorded for the excess of the carrying value of indefinite-lived intangible assets over their fair value, if necessary. We base our measurement of fair value of indefinite-lived intangible assets, which primarily consist of trade name and trademarks, using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. As with goodwill, periodically, we may choose to perform a qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the indefinite-lived intangible asset is more likely than not impaired.

Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets

Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of one to twelve years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset groups carrying amount and its estimated fair value.

Assets held for sale, to the extent we have any, are reported at the lower of cost or fair value less costs to sell.

Redeemable Non-controlling Interests

We have non-controlling interests in majority owned entities, which were carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the company. If the redeemable non-controlling interest is redeemable at an amount other than fair value, we adjust the non-controlling interest to redemption value through earnings each period. In circumstances where the non-controlling interest is redeemable at fair value, which included trivago prior to its IPO in December 2016, changes in fair value of the shares for which the minority holders could sell to us were recorded to the non-controlling interest and as charges or credits to retained earnings (or additional paid-in capital in the absence of retained earnings). Fair value determinations required high levels of judgment (“Level 3” on the fair value hierarchy) and were based on various valuation techniques, including market comparables and discounted cash flow projections.

Income Taxes

We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. The Tax Cuts and Jobs Act ("the Tax Act") enacted in December 2017 reduced the U.S. Corporate income tax rate from 35% to 21%, effective January 1, 2018. See NOTE 10 — Income Taxes for further information on the tax impacts of the Tax Act.

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We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. All deferred income taxes are classified as long-term on our consolidated balance sheets.

We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. If the tax position meets the more likely than not criteria, the portion of the tax benefit greater than 50% likely to be realized upon settlement with the tax authority is recognized in the financial statements.

We recognize interest and penalties related to unrecognized tax benefits in the income tax expense line in our consolidated statement of operations. Accrued interest and penalties are included in other long-term liabilities on the consolidated balance sheet.

In relation to tax effects for accumulated other comprehensive income (loss) (“OCI”), our policy is to release the tax effects of amounts reclassified from accumulated OCI to pre-tax income (loss) from continuing operations. Any remaining tax effect in accumulated OCI is released following a portfolio approach.

The Tax Act creates 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").

Derivative Instruments

Derivative instruments are carried at fair value on our consolidated balance sheets. The fair values of the derivative financial instruments generally represent the estimated amounts we would expect to receive or pay upon termination of the contracts as of the reporting date.

At December 31, 2018 and 2017, our derivative instruments primarily consisted of foreign currency forward contracts. We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. Our foreign currency forward contracts are typically short-term and, as they do not qualify for hedge accounting treatment, we classify the changes in their fair value in other, net. We do not hold or issue financial instruments for speculative or trading purposes.

In June 2015, we issued Euro 650 million of registered senior unsecured notes that are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The aggregate principal value of the 2.5% Notes is designated as a hedge of our net investment in certain Euro functional currency subsidiaries. The notes are measured at Euro to U.S. Dollar exchange rates at each balance sheet date and transaction gains or losses due to changes in rates are recorded in accumulated OCI. The Euro-denominated net assets of these subsidiaries are translated into U.S. Dollars at each balance sheet date, with effects of foreign currency changes also reported in accumulated OCI. Since the notional amount of the recorded Euro-denominated debt is less than the notional amount of our net investment, we do not expect to incur any ineffectiveness on this hedge.

Foreign Currency Translation and Transaction Gains and Losses

Certain of our operations outside of the United States use the related local currency as their functional currency. We translate revenue and expense at average rates of exchange during the period. We translate assets and liabilities at the rates of exchange as of the consolidated balance sheet dates and include foreign currency translation gains and losses as a component of accumulated OCI. Due to the nature of our operations and our corporate structure, we also have subsidiaries that have significant transactions in foreign currencies other than their functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring remeasurement and settlement of such transactions.

To the extent practicable, we attempt to minimize this exposure by maintaining natural hedges between our current assets and current liabilities of similarly denominated foreign currencies. Additionally, as discussed above, we use foreign currency forward contracts to economically hedge certain merchant revenue exposures and in lieu of holding certain foreign currency cash for the purpose of economically hedging our foreign currency-denominated operating liabilities.

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Debt Issuance Costs

We defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, and amortize these costs to interest expense over the term of the debt or, in circumstances where the debt can be redeemed at the option of the holders, over the term of the redemption option.

Marketing Promotions

We periodically provide incentive offers to our customers to encourage booking of travel products and services. Generally, our incentive offers are as follows:

Current Discount Offers. These promotions include dollar or percent off discounts to be applied against current purchases. We record the discounts as reduction in revenue at the date we record the corresponding revenue transaction.

Inducement Offers. These promotions include discounts granted at the time of a current purchase to be applied against a future qualifying purchase. We treat inducement offers as a reduction to revenue based on estimated future redemption rates. We allocate the discount amount at the time of the offer between the current performance obligation and the potential future performance obligations based on our expected relative value of the transactions. We estimate our redemption rates using our historical experience for similar inducement offers.

Concession Offers. These promotions include discounts to be applied against a future purchase to maintain customer satisfaction. Upon issuance, we record these concession offers as a reduction to revenue based on estimated future redemption rates. We estimate our redemption rates using our historical experience for concession offers.

Stock-Based Compensation

We measure and amortize the fair value of stock options and restricted stock units (“RSUs”) as follows:

Stock Options. Our employee stock options consist of service based awards, some of which also have market-based vesting conditions. We measure the value of stock options issued or modified, including unvested options assumed in acquisitions, on the grant date (or modification or acquisition dates, if applicable) at fair value, using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option pricing models, for awards that contain market-based vesting conditions. The Black-Scholes valuation models incorporate various assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on historical volatility of our common stock and other relevant factors. We base our expected term assumptions on our historical experience and on the terms and conditions of the stock awards granted to employees. We amortize the fair value, net of actual forfeitures, over the remaining explicit vesting term in the case of service-based awards and the longer of the derived service period or the explicit service period for awards with market conditions on a straight-line basis. In addition, we classify certain employee option awards as liabilities when we deem it not probable that the employees holding the awards will bear the risk and rewards of stock ownership for a reasonable period of time. Such options are revalued at the end of each reporting period and upon settlement our total compensation expense recorded from grant date to settlement date will equal the settlement amount. The majority of our stock options vest over four years.

Restricted Stock Units. RSUs are stock awards that are granted to employees entitling the holder to shares of common stock as the award vests, typically over a three or four-year period. We measure the value of RSUs at fair value based on the number of shares granted and the quoted price of our common stock at the date of grant. We amortize the fair value, net of actual forfeitures, as stock-based compensation expense over the vesting term on a straight-line basis. We record RSUs that may be settled by the holder in cash, rather than shares, as a liability and we remeasure these instruments at fair value at the end of each reporting period. Upon settlement of these awards, our total compensation expense recorded over the vesting period of the awards will equal the settlement amount, which is based on our stock price on the settlement date. Performance-based RSUs vest upon achievement of certain company-based performance conditions and expense is recognized when it is probably the performance condition will be achieved.

Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value.

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Earnings Per Share

We compute basic earnings per share by taking net income attributable to Expedia Group, Inc. available to common stockholders divided by the weighted average number of common and Class B common shares outstanding during the period excluding restricted stock and stock held in escrow. Diluted earnings per share include the potential dilution that could occur from stock-based awards and other stock-based commitments using the treasury stock or the as if converted methods, as applicable. For additional information on how we compute earnings per share, see NOTE 13 — Earnings Per Share.

Fair Value Recognition, Measurement and Disclosure

The carrying amounts of cash and cash equivalents and restricted cash and cash equivalents reported on our consolidated balance sheets approximate fair value as we maintain them with various high-quality financial institutions. The accounts receivable are short-term in nature and are generally settled shortly after the sale.

We disclose the fair value of our financial instruments based on the fair value hierarchy using the following three categories:

Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Certain Risks and Concentrations

Our business is subject to certain risks and concentrations including dependence on relationships with travel suppliers, primarily airlines and hotels, dependence on third-party technology providers, exposure to risks associated with online commerce security and payment related fraud. We also rely on global distribution system partners and third-party service providers for certain fulfillment services.

Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of cash and cash equivalents and corporate debt securities. We maintain some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash and cash equivalents are primarily composed of time deposits as well as bank (both interest and non-interest bearing) account balances denominated in U.S. dollars, Euros, British pound sterling, Canadian dollar, Australian dollar, Japanese yen and Brazilian real.

Contingent Liabilities

We have a number of regulatory and legal matters outstanding, as discussed further in NOTE 16 — Commitments and Contingencies. Periodically, we review the status of all significant outstanding matters to assess the potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.

Occupancy and Other Taxes

Some states and localities impose taxes (e.g. transient occupancy, accommodation tax, sales tax, and/or business privilege tax) on the use or occupancy of hotel accommodations or other traveler services. Generally, hotels collect taxes based on the room rate paid to the hotel and remit these taxes to the various tax authorities. When a customer books a room through one of our travel services, we collect a tax recovery charge from the customer which we pay to the hotel. We calculate the tax recovery charge by applying the applicable tax rate supplied to us by the hotels to the amount that the hotel has agreed to receive for the rental of the room by the consumer. In all but a limited number of jurisdictions, we do not collect or remit taxes, nor do we pay taxes to the hotel operator on the portion of the customer payment we retain. Some jurisdictions have questioned our practice in this regard. While the applicable tax provisions vary among the jurisdictions, we generally believe that we are not required to collect and remit such taxes. More recently, a limited number of taxing jurisdictions have made similar claims against

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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. We are engaged in discussions with tax authorities in various jurisdictions to resolve these issues. Some tax authorities have brought lawsuits or have levied assessments asserting that we are required to collect and remit tax. The ultimate resolution in all jurisdictions cannot be determined at this time. We have established a reserve for the potential settlement of issues related to hotel taxes when determined to be probable and estimable. See NOTE 16 — Commitments and Contingencies for further discussion.

Recently Adopted Accounting Policies

Revenue from Contracts with Customers. As of January 1, 2018, we adopted the Accounting Standards Updates ("ASU") amending revenue recognition guidance using the modified retrospective method for all contracts reflecting the aggregate effect of modifications prior to the date of adoption. Results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts were not adjusted and continue to be reported under the accounting standards in effect for those periods.

The new guidance impacted our loyalty program accounting as we are no longer permitted to use the incremental cost method when recording the financial impact of rewards earned in conjunction with our traveler loyalty programs. Instead, we re-value our liability using a relative fair value approach and now record our loyalty liability as a component of deferred merchant bookings. Additionally, due to the new definition of variable consideration, we are required to estimate and record certain variable payments, primarily volume commissions, earlier than previously recorded. Both modifications resulted in cumulative-effect adjustments to opening retained earnings, with an insignificant change to revenue on a go-forward basis. The new guidance also results in insignificant changes in the timing and classification of certain other revenue streams, including the reclassification of air distribution fees from net revenue to cost of revenue. For a comprehensive discussion of our updated revenue recognition policy, refer to the Significant Accounting Policies-Revenue Recognition disclosure above.

Upon adoption, we recognized a cumulative effect of applying the new revenue guidance as a reduction to the opening balance of retained earnings of $11 million ($8 million net of tax) comprised of changes in the accounting for our loyalty program of $49 million ($38 million net of tax) as well as other immaterial adjustments of $2 million ($1 million net of tax), partially offset by the impact of estimating variable consideration of $40 million ($31 million net of tax). The impact of the new guidance to our consolidated financial statements was not meaningful as of December 31, 2018 and for the year ended December 31, 2018.

The cumulative effect of the revenue accounting changes made to our consolidated balance sheet as of January 1, 2018 were as follows:

	Balance at December 31, 2017				Adjustments				Balance at January 1, 2018
	(in millions)
Current and long-term assets:
Accounts receivable, net	$	1,866			$	(40	)		$	1,826
Prepaid expenses and other current assets	269				(1		)		268
Long-term investments and other assets	845				(3		)		842
Current and long-term liabilities:
Deferred merchant bookings	3,219				619				3,838
Accrued expenses and other current liabilities	1,265				(564		)		701
Deferred income taxes	329				(3		)		326
Stockholders' equity:
Retained earnings	331				(8		)		323

Recognition and Measurement of Financial Instruments. As of January 1, 2018, we adopted the new guidance related to accounting for equity investments and financial liabilities under the fair value option. The most significant impact to the Company of this new guidance was with respect to the requirement that minority equity investments with readily determinable fair values, such as our investment in Despegar.com, Corp ("Despegar"), must be carried at fair value with changes in fair value recorded through net income. Previously, such investment was designated as available for sale and was recorded at fair value with changes in fair value recorded through other comprehensive income (loss). In addition, we elected to prospectively account for minority investments without readily determinable fair values at cost, with observable price changes reflected

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through net income. Upon adoption, we reclassified $7 million related to the unrealized loss, net of tax, of Despegar from accumulated other comprehensive income (loss) (“AOCI”) with a corresponding decrease to retained earnings.

Statement of Cash Flows. As of January 1, 2018, we adopted the new guidance related to the statement of cash flows, which clarified how companies present and classify certain cash receipts and cash payments as well as amended previous guidance to address the classification and presentation of changes in restricted cash in the statement of cash flows. Upon adoption, we retrospectively adjusted the prior periods presented in our consolidated statement of cash flows, which resulted in a slight working capital benefit in prepaid expenses and other assets within operating activities for the years ended December 31, 2017 and 2016.

Intra-entity Transfers of Assets Other Than Inventory. As of January 1, 2018, we adopted the new guidance amending the accounting for income taxes associated with intra-entity transfers of assets other than inventory. This new guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs rather than our historical practice to defer and amortize the tax consequences over a specified period of time. As a result of the adoption, we reduced retained earnings by approximately $26 million, reduced long-term investments and other assets by approximately $31 million and increased deferred tax assets by approximately $5 million related to the unrecognized income tax effects of asset transfers that occurred prior to adoption.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the Financial Accounting Standards Board (“FASB”) issued new guidance that allows an entity to elect to reclassify “stranded” tax effects in AOCI to retained earnings to address concerns related to accounting for certain provisions of the Tax Act enacted in December 2017. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted.

We elected to early adopt the new guidance during the first quarter of 2018, which resulted in the reclassification of the income tax effect of the Tax Act from accumulated OCI to retained earnings in order to reflect the tax effects of items within accumulated OCI at the appropriate tax rate. As a result, we reclassified approximately $10 million as an increase in retained earnings and a reduction to accumulated OCI as of January 1, 2018.

Definition of a Business. As of January 1, 2018, we prospectively adopted the ASU clarifying the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Upon adoption, the standard impacts how we assess future acquisitions (or disposals) of assets or businesses. The adoption of this new guidance did not have a material impact on our consolidated financial statements for 2018.

Non-employee Share-Based Payment Arrangements. In June 2018, the FASB issued new guidance related to accounting for share-based payments with non-employees. The updated guidance substantially aligns the accounting requirements of share-based payment awards to non-employees with those of employees. The guidance is effective for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted.

We elected to early adopt the new guidance in the second quarter of 2018, which requires us to reflect any adjustments as of January 1, 2018, the beginning of the annual period that includes the interim period of adoption. The primary impact of adoption was the change in the measurement objective and the associated measurement date for all non-employee share-based payment awards to the grant-date fair value. Prior to adoption, non-employee awards were measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever could be more reliably measured. Additionally, the measurement date was previously determined by the earlier of the date at which either (1) a commitment for performance by the non-employee to earn the equity instruments was reached or (2) the non-employee’s performance was complete. Typically, the measurement date was delayed until performance was complete, which led to the non-employee awards being remeasured or “marked to market” each reporting period until they were vested. The adoption of this new guidance did not have a material impact on our consolidated financial statements for 2018 and resulted in no changes to previously reported first quarter of 2018 results.

Recent Accounting Policies Not Yet Adopted

Leases. In February 2016, the FASB issued new guidance related to accounting and reporting guidelines for leasing arrangements. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. We will adopt this guidance on January 1, 2019 and will elect certain available practical expedients under the transition guidance, including the transition package expedients but excluding the hindsight practical expedient. Additionally, we have elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Based on our

F- 19

lease portfolio as of December 31, 2018, upon adoption we anticipate recording on our consolidated balance sheet right-of-use assets of approximately $570 million (representing right-of use asset of approximately $620 million net of approximately $50 million of existing lease incentives and deferred rent) as well as operating lease liabilities of approximately $620 million with no material impact to our consolidated statements of operations or cash flows. Additionally, we will remove the assets and liabilities previously recorded pursuant to build-to-suit lease guidance resulting in an expected increase to retained earnings of less than $10 million.

Hedge Accounting. In August 2017, the FASB amended the existing accounting guidance for hedge accounting. The amendments require expanded hedge accounting for both non-financial and financial risk components and refine the measurement of hedge results to better reflect an entity's hedging strategies. The new guidance also amends the presentation and disclosure requirements on a prospective basis as well as changes how entities assess hedge effectiveness. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. The new guidance must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements.

Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.

Cloud Computing Arrangements. In August 2018, the FASB issued new guidance on the accounting for implementation costs incurred for a cloud computing arrangement that is a service contract. The update conforms the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the accounting guidance that provides for capitalization of costs incurred to develop or obtain internal-use-software. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements.

Fair Value Measurements. In August 2018, the FASB issued new guidance related to the disclosure requirements on fair value measurements, which removes, modifies or adds certain disclosures. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are in the process of evaluating the impact of adopting this new guidance on our consolidated financial statements disclosures.

NOTE 3 — Acquisitions and Other Investments

2018 Acquisition and Other Investment Activity

During 2018, we completed two business combinations. The following summarizes the preliminary aggregate purchase price allocation for these acquisitions, in millions:

Goodwill	$	31
Intangibles with definite lives (1)	24
Deferred tax liabilities, net	(1		)
Total (2)	$	54

---

(1)	Acquired intangible assets with definite lives have a weighted average useful life of 2.9 years.

(2)	Includes cash acquired of $1 million.

The goodwill recorded for the business combinations is not expected to be deductible for tax purposes. The purchase price allocations were based on preliminary valuations of the assets acquired and liabilities assumed and are subject to revision. The results of operations were immaterial from the transaction close dates through December 31, 2018. Pro forma results have not been presented as such pro forma financial information would not be materially different from historical results.

Other Investments. In December 2018, we made an additional investment of $70 million in Traveloka Holding Limited ("Traveloka"), a Southeast Asian online travel company, for which we made an initial investment during 2017. The initial investment in July 2017 of $350 million expanded our partnership to include deeper cooperation on hotel supply between our two companies. The majority of our investments are accounted for as a minority equity investment and included within long-term investment and other assets on the consolidated balance sheets with a small portion of the initial investment allocated to intangible assets.

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2017 Acquisition Activity

During 2017, we completed several business combinations, one of which we made an initial investment in during 2015. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions:

Goodwill	$	124
Intangibles with definite lives (1)	76
Net assets and non-controlling interests acquired (2)	15
Deferred tax liabilities	(21		)
Total (3)	$	194

---

(1)	Acquired intangible assets with definite lives have a weighted average useful life of 3.8 years.

(2)	Includes cash and restricted cash acquired of $6 million.

(3)	The total purchase price includes noncash consideration of $10 million related to the removal of a minority investment upon our acquisition of a controlling interest as well as $8 million related to replacement stock awards attributable to pre-acquisition service, with the remainder paid in cash during the period.

The redeemable non-controlling interest in one of our acquisitions is redeemable at an amount other than fair value requiring that each period we adjust the non-controlling interest to redemption value through earnings. In addition, another of our acquisitions made during the period includes redeemable non-controlling interests, which are redeemable at fair value requiring that each period we adjust the changes in the fair value of the non-controlling interest through retained earnings (or additional paid-in capital if there is no retained earnings). Fair value determinations are based on various valuation techniques, including market comparables and discounted cash flow projections.

Of the goodwill recorded for the business combinations, $12 million is expected to be deductible for tax purposes with the remainder not expected to be deductible. The results of operations were immaterial from the transaction close dates through December 31, 2017. Pro forma results have not been presented as such pro forma financial information would not be materially different from historical results.

2016 Acquisition and Other Investment Activity

We had nominal acquisition activity during the year ended December 31, 2016.

NOTE 4 — Fair Value Measurements

Financial assets measured at fair value on a recurring basis as of December 31, 2018 are classified using the fair value hierarchy in the table below:

	Total				Level 1				Level 2
	(In millions)
Assets
Cash equivalents:
Money market funds	$	35			$	35			$	—
Time deposits	624				—				624
Derivatives:
Foreign currency forward contracts	22				—				22
Investments:
Time deposits	28				—				28
Marketable equity securities	119				119				—
Total assets	$	828			$	154			$	674

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Financial assets measured at fair value on a recurring basis as of December 31, 2017 are classified using the fair value hierarchy in the table below:

	Total				Level 1				Level 2
	(In millions)
Assets
Cash equivalents:
Money market funds	$	16			$	16			$	—
Time deposits	552				—				552
Derivatives:
Foreign currency forward contracts	6				—				6
Investments:
Time deposits	469				—				469
Marketable equity securities	264				264				—
Total assets	$	1,307			$	280			$	1,027

We classify our cash equivalents and investments within Level 1 and Level 2 as we value our cash equivalents and investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Valuation of the foreign currency forward contracts is based on foreign currency exchange rates in active markets, a Level 2 input.

As of December 31, 2018 and 2017, our cash and cash equivalents consisted primarily of prime institutional money market funds with maturities of three months or less, time deposits as well as bank account balances.

We also hold time deposit investments with financial institutions. Time deposits with original maturities of less than three months are classified as cash equivalents and those with remaining maturities of less than one year are classified within short-term investments.

Our marketable equity securities consist of our investment in Despegar, a publicly traded company, which is included in long-term investments and other assets in our consolidated balance sheets. During the year ended December 31, 2018, we recognized a loss of approximately $145 million within other, net in our consolidated statements of operations related to the fair value changes of this equity investment. As of December 31, 2017, prior to our adoption of the new guidance for recognition and measurement of financial instruments, the cost basis was $273 million and related gross unrealized loss was $9 million.

We use foreign currency forward contracts to economically hedge certain merchant revenue exposures, foreign denominated liabilities related to certain of our loyalty programs and our other foreign currency-denominated operating liabilities. As of December 31, 2018, we were party to outstanding forward contracts hedging our liability exposures with a total net notional value of $2.8 billion. As of December 31, 2018 and 2017, we had a net forward assets of $22 million and $6 million, which were recorded in prepaid expenses and other current assets. We recorded $47 million, $17 million and $(66) million in net gains (losses) from foreign currency forward contracts in 2018, 2017 and 2016.

Assets Measured at Fair Value on a Non-recurring Basis

Our non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value only when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. As of January 1, 2018, we measure our minority equity investments that do not have readily determinable fair values at cost less impairment, adjusted by observable price changes with changes recorded within other, net on our consolidated statements of operations.

Goodwill. During 2018, we recognized goodwill impairment charges of $86 million related to our Core OTA segment, of which $61 million was recorded during the second quarter of 2018 and $25 million was recorded during the fourth quarter of 2018 as a result of our annual evaluation of impairment of goodwill and intangible assets on October 1, 2018. These impairment charges resulted from sustained under-performance and a less optimistic outlook related to one of our reporting units during the second quarter of 2018 and further deterioration of performance in the fourth quarter of 2018. As a result the under-performance early in the year, we concluded that sufficient indicators existed to require us to perform an interim quantitative assessment of goodwill for that reporting unit as of June 30, 2018 in which we compared the fair value of the reporting unit to its carrying value. The fair value estimates for both the interim and annual impairment tests were based on a blended analysis of the present value of future discounted cash flows and market value approach, Level 3 inputs. The significant estimates used in the discounted cash flows model included our weighted average cost of capital, projected cash flows and the long-term rate of growth. Our assumptions were based on the actual historical performance of the reporting unit

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and took into account a recent and continued weakening of operating results and implied risk premiums based on market prices of our equity and debt as of the assessment dates. Our significant estimates in the market approach model included identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as the goodwill impairment charge in the respective periods. As of December 31, 2018, the applicable reporting unit had no remaining goodwill.

Intangible Assets. During 2018, we recognized an intangible impairment charge of $42 million in conjunction with the annual impairment testing of goodwill and intangible assets on October 1, 2018. The impairment charge was related to an indefinite-lived trade name within our Core OTA segment and resulted from changes in estimated future revenues of the related brand. The asset, classified as Level 3 measurement, was written down to $27 million based on valuation using the relief-from-royalty method, which includes unobservable inputs, including royalty rates and projected revenues. In conjunction with the impairment, we reclassified the remainder to a definite-lived asset to be amortized over eight years.

During 2016, we recognized intangible impairment charges of $35 million, of which $2 million was recorded during the third quarter of 2016 and $33 million was recorded in conjunction with the annual impairment testing of goodwill and intangible assets on October 1, 2016. These impairment charges were related to indefinite-lived trade names within our Core OTA segment and resulted from changes in estimated future revenues of the related brands. The assets, classified as Level 3 measurements, were written down to $76 million based on a valuation using the relief-from-royalty method, which includes unobservable inputs, including royalty rates and projected revenues.

Minority Investments without Readily Determinable Fair Values. As of December 31, 2018 and 2017, the carrying values of our minority investments without readily determinable fair values totaled $476 million and $371 million. During 2018, we recorded $33 million of gains related to these minority investments, which had recent observable and orderly transactions for similar investments, using an option pricing model that utilizes judgmental inputs such as discounts for lack of marketability and estimated exit event timing. During 2017, we recorded $14 million in net losses related to certain minority equity investments, which included $6 million in other-than-temporary impairments as well as a loss recognized on the liquidation of an investment of $9 million. As a result of these 2017 impairments and subsequent liquidation, we have no remaining fair value related to these minority equity investments. In addition, during 2016, we recognized other-than-temporary investment impairments of $12 million related to minority equity investments, the remaining fair value of which was less than $1 million as of December 31, 2016.

NOTE 5 — Property and Equipment, Net

Our property and equipment consists of the following:

	December 31,
	2018				2017
	(In millions)
Capitalized software development	$	2,643			$	2,111
Computer equipment	597				658
Furniture and other equipment	94				85
Buildings and leasehold improvements	435				283
Land	129				129
	3,898				3,266
Less: accumulated depreciation	(2,552		)		(2,056		)
Projects in progress	531				365
Property and equipment, net	$	1,877			$	1,575

As of December 31, 2018 and 2017, our recorded capitalized software development costs, net of accumulated amortization, which have been placed in service were $829 million and $735 million. For the years ended December 31, 2018, 2017 and 2016, we recorded amortization of capitalized software development costs of $479 million, $398 million and $300 million, most of which is included in technology and content expenses.

As of December 31, 2018, property and equipment, net included build-to-suit assets of $152 million primarily within buildings and leasehold improvements and $111 million as of December 31, 2017 within projects in progress. During the years ended December 31, 2018, 2017 and 2016, we capitalized $44 million, $66 million and $38 million of non-cash construction costs incurred by the landlord related to build-to-suit assets, with a corresponding liability recorded in other long-term liabilities, with the current portion recorded in accrued expenses and other current liabilities.

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During 2015, we acquired our future corporate headquarters for $229 million, consisting of multiple office and lab buildings located in Seattle, Washington. We have subsequently spent approximately $30 million in 2016, approximately $70 million in 2017 and approximately $190 million in 2018 relating to the build out of our headquarters. The acquired building assets and related expenditures are included in projects in process and will begin depreciating when the costs incurred related to the build out of the headquarters are complete and the building assets are ready for their intended use, which we estimate to start at the end of 2019.

As of December 31, 2018, 2017 and 2016, we had $55 million, $22 million and $30 million, respectively, included in accounts payable for the acquisition of property and equipment, which is considered a non-cash investing activity in the consolidated statements of cash flows.

NOTE 6 — Goodwill and Intangible Assets, Net

The following table presents our goodwill and intangible assets as of December 31, 2018 and 2017:

	December 31,
	2018				2017
	(In millions)
Goodwill	$	8,120			$	8,229
Intangible assets with indefinite lives	1,400				1,479
Intangible assets with definite lives, net	592				830
	$	10,112			$	10,538

Impairment Assessments. We perform our annual assessment of possible impairment of goodwill and indefinite-lived intangible assets as of October 1, or more frequently if events and circumstances indicate that impairment may have occurred. As of October 1, 2018, we incurred impairment charges related to intangible assets with indefinite-lives of $42 million and goodwill of $25 million both within our Core OTA segment. In addition, during the second quarter of 2018, we incurred goodwill impairment charge of $61 million within our Core OTA segment. In 2017, we had no impairments of goodwill or intangible assets with indefinite-lives.

Goodwill. The following table presents the changes in goodwill by reportable segment:

	Core OTA				trivago				HomeAway				Egencia				Total
	(In millions)
Balance as of January 1, 2017	$	4,703			$	516			$	2,591			$	132			$	7,942
Additions	124				—				—				—				124
Foreign exchange translation and other	13				72				65				13				163
Balance as of December 31, 2017	4,840				588				2,656				145				8,229
Additions	—				—				31				—				31
Impairment charge	(86		)		—				—				—				(86		)
Foreign exchange translation and other	(13		)		(27		)		(5		)		(9		)		(54		)
Balance as of December 31, 2018	$	4,741			$	561			$	2,682			$	136			$	8,120

Any immaterial change in goodwill amounts resulting from purchase accounting adjustments are presented as "Foreign exchange translation and other" in the above table. In 2018 and 2017, the additions to goodwill relate to our acquisitions as described in NOTE 3 — Acquisitions and Other Investments.

As of December 31, 2018 and 2017, accumulated goodwill impairment losses in total were $2.6 billion and $2.5 billion, which was associated with our Core OTA segment.

Indefinite-lived Intangible Assets. Our indefinite-lived intangible assets relate principally to trade names and trademarks acquired in various acquisitions.

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Intangible Assets with Definite Lives. The following table presents the components of our intangible assets with definite lives as of December 31, 2018 and 2017:

	December 31, 2018												December 31, 2017
	Cost				Accumulated Amortization				Net				Cost				Accumulated Amortization				Net
	(In millions)
Customer relationships	$	659			$	(419	)		$	240			$	665			$	(304	)		$	361
Supplier relationships	650				(426		)		224				655				(368		)		287
Technology	544				(510		)		34				532				(441		)		91
Domain names	159				(83		)		76				132				(70		)		62
Other	450				(432		)		18				452				(423		)		29
Total	$	2,462			$	(1,870	)		$	592			$	2,436			$	(1,606	)		$	830

Amortization expense was $283 million, $275 million and $317 million for the years ended December 31, 2018, 2017 and 2016. The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2018, assuming no subsequent impairment of the underlying assets, is as follows, in millions:

2019	$	185
2020	143
2021	97
2022	73
2023	39
2024 and thereafter	55
Total	$	592

NOTE 7 — Debt

The following table sets forth our outstanding debt:

	December 31,
	2018				2017
	(In millions)
7.456% senior notes due 2018	$	—			$	500
5.95% senior notes due 2020	748				748
2.5% (€650 million) senior notes due 2022	740				775
4.5% senior notes due 2024	496				495
5.0% senior notes due 2026	742				741
3.8% senior notes due 2028	991				990
Total debt(1)	3,717				4,249
Current maturities of long-term debt	—				(500		)
Long-term debt, excluding current maturities	$	3,717			$	3,749

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(1)	Net of discounts and debt issuance costs.

Current Maturities of Long-term Debt

In August 2018, our $500 million in registered senior unsecured notes that bore interest at 7.456% (the “7.456% Notes”) matured and the balance was repaid.

Long-term Debt

Our $750 million in registered senior unsecured notes outstanding at December 31, 2018 are due in August 2020 and bear interest at 5.95% (the “5.95% Notes”). The 5.95% Notes were issued at 99.893% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 5.95% Notes at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium, in whole or in part.

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Our Euro 650 million of registered senior unsecured notes outstanding at December 31, 2018 are due in June 2022 and bear interest at 2.5% (the “2.5% Notes”). The 2.5% Notes were issued at 99.525% of par resulting in a discount, which is being amortized over their life. Interest is payable annually in arrears in June of each year. We may redeem the 2.5% Notes at our option, at whole or in part, at any time or from time to time. If we elect to redeem the 2.5% Notes prior to March 3, 2022, we may redeem them at a specified “make-whole” premium. If we elect to redeem the 2.5% Notes on or after March 3, 2022, we may redeem them at a redemption price of 100% of the principal plus accrued and unpaid interest. Subject to certain limited exceptions, all payments of interest and principal for the 2.5% Notes will be made in Euros.

Our $500 million in registered senior unsecured notes outstanding at December 31, 2018 are due in August 2024 and bear interest at 4.5% (the “4.5% Notes”). The 4.5% Notes were issued at 99.444% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. We may redeem the 4.5% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 4.5% Notes prior to May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 4.5% Notes on or after May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus accrued interest.

Our $750 million in registered senior unsecured notes outstanding at December 31, 2018 are due in February 2026 and bear interest at 5.0% (the “5.0% Notes”). The 5.0% Notes were issued at 99.535% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year. We may redeem the 5.0% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 5.0% Notes prior to November 12, 2025, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 5.0% Notes on or after November 12, 2025, we may redeem them at a redemption price of 100% of the principal plus accrued interest.

Our $1 billion in registered senior unsecured notes outstanding at December 31, 2018 are due in February 2028 and bear interest at 3.8% (the "3.8% Notes"). The 3.8% Notes were issued at 99.747% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in arrears in February and August of each year. We may redeem the 3.8% Notes at our option at any time in whole or from time to time in part. If we elect to redeem the 3.8% Notes prior to November 15, 2027, we may redeem them at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the 3.8% Notes on or after November 15, 2027, we may redeem them at a redemption price of 100% of the principal plus accrued interest.

The 5.95%, 2.5% 4.5%, 5.0% and 3.8% Notes (collectively the “Notes”) are senior unsecured obligations issued by Expedia Group and guaranteed by certain domestic Expedia Group subsidiaries. The Notes rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations of Expedia Group and the guarantor subsidiaries. For further information, see NOTE 21 — Guarantor and Non-Guarantor Supplemental Financial Information. In addition, the Notes include covenants that limit our ability to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity or transfer substantially all of our assets. Accrued interest related to the Notes was $65 million and $75 million as of December 31, 2018 and 2017. The Notes are redeemable in whole or in part, at the option of the holders thereof, upon the occurrence of certain change of control triggering events at a purchase price in cash equal to 101% of the principal plus accrued and unpaid interest.

The following table sets forth the approximate fair value of our outstanding debt, which is based on quoted market prices in less active markets (Level 2 inputs):

	December 31,
	2018				2017
	(In millions)
7.456% senior notes due 2018	$	—			$	516
5.95% senior notes due 2020	778				810
2.5% (€650 million) senior notes due 2022(1)	771				828
4.5% senior notes due 2024	504				528
5.0% senior notes due 2026	760				807
3.8% senior notes due 2028	915				969

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(1)	Approximately 674 million Euro as of December 31, 2018 and 690 million Euro as of December 31, 2017.

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Credit Facility

As of December 31, 2018, Expedia Group, Inc. maintained a $2 billion unsecured revolving credit facility with a group of lenders, which is unconditionally guaranteed by certain domestic Expedia Group subsidiaries that are the same as under the Notes and expires in May 2023. As of December 31, 2018, we had no revolving credit facility borrowings outstanding. The facility bears interest based on the Company’s credit ratings, with drawn amounts bearing interest at LIBOR plus 125 basis points and the commitment fee on undrawn amounts at 17.5 basis points as of December 31, 2018. The facility contains covenants including maximum leverage and minimum interest coverage ratios.

The amount of stand-by letters of credit (“LOCs”) issued under the facility reduces the credit amount available. As of December 31, 2018, there was $15 million of outstanding stand-by LOCs issued under the facility.

The current facility was entered into in May 2018 and replaced our $1.5 billion unsecured revolving credit facility that was due to expire in February 2021. As of December 31, 2017, we had no revolving credit facility borrowings outstanding under the prior facility and $14 million of outstanding stand-by LOC's issued under that facility.

In addition, one of our international subsidiaries maintains a Euro 50 million uncommitted credit facility, which is guaranteed by Expedia Group, and may be terminated at any time by the lender. As of December 31, 2018 and 2017, we had no borrowings outstanding under this facility.

NOTE 8 — Employee Benefit Plans

Our U.S. employees are generally eligible to participate in a retirement and savings plan that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their pretax salary, but not more than statutory limits. We contribute fifty cents for each dollar a participant contributes in this plan, with a maximum contribution of 3% of a participant’s earnings. Our contribution vests with the employee after the employee completes two years of service. Participating employees have the option to invest in our common stock, but there is no requirement for participating employees to invest their contribution or our matching contribution in our common stock. We also have various defined contribution plans for our international employees. Our contributions to these benefit plans were $70 million, $60 million and $53 million for the years ended December 31, 2018, 2017 and 2016.

NOTE 9 — Stock-Based Awards and Other Equity Instruments

Pursuant to the Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan, we may grant restricted stock, restricted stock awards, RSUs, stock options and other stock-based awards to directors, officers, employees and consultants. As of December 31, 2018, we had approximately 8 million shares of common stock reserved for new stock-based awards under the 2005 Stock and Annual Incentive Plan. We issue new shares to satisfy the exercise or release of stock-based awards. During 2018 and 2017, an equity choice program existed for annual awards that allows for the choice of stock options or RSUs with certain limitations. During 2016, we awarded stock options as our primary form of stock-based compensation.

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The following table presents a summary of our stock option activity:

	Options			Weighted Average Exercise Price				Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)							(In years)		(In millions)
Balance as of January 1, 2016	17,055			$	71.77
Granted	5,670			105.37
Exercised	(2,686	)		47.57
Cancelled	(1,198	)		91.62
Balance as of December 31, 2016	18,841			84.07
Granted	3,618			124.08
Exercised	(3,422	)		62.67
Cancelled	(3,384	)		96.86
Balance as of December 31, 2017	15,653			95.23
Granted	5,342			104.72
Exercised	(2,098	)		71.36
Cancelled	(1,197	)		107.26
Balance as of December 31, 2018	17,700			100.11				4.3		$	261
Exercisable as of December 31, 2018	7,192			88.02				2.9		185
Vested and expected to vest after December 31, 2018	17,700			100.11				4.3		261

The aggregate intrinsic value of outstanding options shown in the stock option activity table above represents the total pretax intrinsic value at December 31, 2018, based on our closing stock price of $112.65 as of the last trading date in 2018. The total intrinsic value of stock options exercised was $107 million, $249 million and $181 million for the years ended December 31, 2018, 2017 and 2016.

The fair value of stock options granted during the years ended December 31, 2018, 2017 and 2016 were estimated at the date of grant using appropriate valuation techniques, including the Black-Scholes and Monte Carlo option-pricing models, assuming the following weighted average assumptions:

	2018				2017				2016
Risk-free interest rate	2.47		%		1.58		%		0.97		%
Expected volatility	32.81		%		32.47		%		39.06		%
Expected life (in years)	3.8				3.65				3.59
Dividend yield	1.11		%		0.92		%		0.91		%
Weighted-average estimated fair value of options granted during the year	$	24.97			$	30.17			$	29.48

In addition to the Expedia Group, Inc. stock plan, there were certain shares held by trivago employees, which were originally awarded in the form of stock options pursuant to the trivago employee stock option plan and subsequently exercised by such employees. During 2016, we exercised our call right on these shares and elected to do so at a premium to fair value, which resulted in an incremental stock-based compensation charge of approximately $49 million pursuant to liability award treatment.

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The following table presents a summary of RSU activity:

	RSUs			Weighted Average Grant-Date Fair Value
	(In thousands)
Balance as of January 1, 2016	1,396			$	119.20
Granted	691			109.38
Vested	(516	)		118.71
Cancelled	(222	)		117.84
Balance as of December 31, 2016	1,349			114.58
Granted	1,350			123.24
Vested	(492	)		115.29
Cancelled	(266	)		116.26
Balance as of December 31, 2017	1,941			120.19
Granted	1,821			107.37
Vested	(615	)		118.41
Cancelled	(386	)		113.55
Balance as of December 31, 2018	2,761			113.12

RSUs, which are stock awards that are granted to employees entitling the holder to shares of our common stock as the award vests, were our primary form of stock-based award prior to 2009. Our RSUs generally vest over three or four-years, but may accelerate in certain circumstances, including certain changes in control.

The total market value of shares vested during the years ended December 31, 2018, 2017 and 2016 was $68 million, $65 million and $57 million.

In 2018, we recognized total stock-based compensation expense of $203 million. In 2017, we recognized total stock-based compensation expense of $149 million, which included the reversal of $41 million of previously recognized stock-based compensation as a result of the departure of our former CEO and the related forfeiture of certain of his stock-based awards within general and administrative expense. In 2016, we recognized total stock-based compensation expense of $242 million, including amounts related to trivago discussed above. The total income tax benefit related to stock-based compensation expense was $39 million, $38 million and $56 million for 2018, 2017 and 2016.

Cash received from stock-based award exercises for the years ended December 31, 2018 and 2017 was $149 million and $213 million. Total current income tax benefits during the years ended December 31, 2018 and 2017 associated with the exercise of stock-based awards held by our employees were $34 million and $100 million.

As of December 31, 2018, there was approximately $450 million of unrecognized stock-based compensation expense related to unvested stock-based awards, which is expected to be recognized in expense over a weighted-average period of 2.47 years.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (“ESPP”), which allows shares of our common stock to be purchased by eligible employees at three-month intervals at 85% of the fair market value of the stock on the last day of each three-month period. Eligible employees are allowed to contribute up to 10% of their base compensation. During 2018, 2017 and 2016, approximately 170,000, 141,000, and 139,000 shares were purchased under this plan for an average price of $101.26, $112.31 and $95.63 per share. As of December 31, 2018, we have reserved approximately 1 million shares of our common stock for issuance under the ESPP.

NOTE 10 — Income Taxes

The Tax Act was enacted in December 2017. The Tax Act significantly 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. The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018.

The SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations)

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in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and allows the registrant to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. 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: remeasurement of deferred tax assets and liabilities, one-time transition tax, and tax on GILTI. At December 31, 2018, we have completed our accounting for all of the enactment date income tax effects of the Tax Act. During 2018, we recognized immaterial adjustments to the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income tax expense from continuing operations.

While the Tax Act provides for a modified territorial tax system, beginning in 2018, GILTI provisions will be applied providing an incremental tax on low taxed foreign income. The GILTI provisions require us to include in our U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. During 2018, we made an accounting policy election to treat taxes related to GILTI as a current period expense when incurred.

Effective for tax years beginning after December 31, 2017, the Tax Act provides a foreign-derived intangible income (“FDII”) deduction, which is derived from the taxpayer’s Foreign Derived Deduction Eligible Income ("FDDEI") among other factors. For tax years 2018 to 2025, the allowable deduction is 37.5% of the gross FDII after the taxable income limitation, and 21.875% thereafter. For tax years 2018 to 2025, this equates to a 13.125% effective tax rate on excess returns earned directly by a U.S. corporation from foreign derived sales (including licenses and leases) or services, and 16.406% thereafter. The preferential rate is reflected on the U.S. tax return as a deduction for FDII.

The following table summarizes our U.S. and foreign income (loss) before income taxes:

	Year Ended December 31,
	2018				2017				2016
	(In millions)
U.S.	$	32			$	(45	)		$	(47	)
Foreign	453				462				324
Total	$	485			$	417			$	277

Provision for Income Taxes

The following table summarizes our provision for income taxes:

	Year Ended December 31,
	2018				2017				2016
					(In millions)
Current income tax expense:
Federal	$	186			$	12			$	(41	)
State	42				6				6
Foreign	167				130				65
Current income tax expense	395				148				30
Deferred income tax (benefit) expense:
Federal	(273		)		(94		)		(5		)
State	(25		)		(1		)		(3		)
Foreign	(10		)		(8		)		(6		)
Deferred income tax (benefit) expense:	(308		)		(103		)		(14		)
Income tax expense	$	87			$	45			$	16

We reduced our current income tax payable by $34 million, $100 million and $76 million for the years ended December 31, 2018, 2017 and 2016 for tax deductions attributable to stock-based compensation.

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Deferred Income Taxes

As of December 31, 2018 and 2017, the significant components of our deferred tax assets and deferred tax liabilities were as follows:

	December 31,
	2018				2017
	(In millions)
Deferred tax assets:
Provision for accrued expenses	$	87			$	44
Deferred loyalty rewards	166				131
Net operating loss and tax credit carryforwards	123				122
Stock-based compensation	67				52
Property and equipment	55				—
Other	68				52
Total deferred tax assets	566				401
Less valuation allowance	(80		)		(76		)
Net deferred tax assets	$	486			$	325
Deferred tax liabilities:
Goodwill and intangible assets	(486		)		(499		)
Property and equipment	—				(131		)
Other	—				(6		)
Total deferred tax liabilities	$	(486	)		$	(636	)
Net deferred tax liability	$	—			$	(311	)

As of December 31, 2018, we had federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $84 million, $91 million and $404 million. If not utilized, the federal and state NOLs will expire at various times between 2019 and 2038. Foreign NOLs of $250 million may be carried forward indefinitely, and foreign NOLs of $154 million expire at various times starting from 2019.

As of December 31, 2018, we had a valuation allowance of approximately $80 million related to certain NOL carryforwards for which it is more likely than not the tax benefits will not be realized. The valuation allowance increased by $4 million from the amount recorded as of December 31, 2017 primarily due to the historic NOL carryforwards of acquired entities as well as foreign NOLs for which realization is not certain. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period change, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.

Due to the one-time transition tax on the deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits, the majority of previously unremitted earnings have now been subjected to U.S. federal income tax. To the extent that this repatriation resulted in differences between the book and tax carrying values of Expedia Group’s investment in foreign subsidiaries whose offshore earnings are not indefinitely reinvested, or to the extent that future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued. The amount of undistributed earnings in foreign subsidiaries where the foreign subsidiary has or will invest undistributed earnings indefinitely outside of the United States, and for which future distributions could be taxable, was $104 million as of December 31, 2018. The unrecognized deferred tax liability related to the U.S. federal income tax consequences of these earnings was $22 million as of December 31, 2018.

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Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate

A reconciliation of amounts computed by applying the federal statutory income tax rate to income before income taxes to total income tax expense is as follows:

	Year Ended December 31,
	2018				2017				2016
					(In millions)
Income tax expense at the federal statutory rate of 21% for 2018 and 35% for 2017 and 2016	$	102			$	146			$	97
Foreign tax rate differential	(42		)		(82		)		(67		)
Federal research and development credit	(23		)		(16		)		(15		)
Excess tax benefits related to stock-based compensation	(10		)		(60		)		(40		)
Unrecognized tax benefits and related interest	23				27				33
Change in valuation allowance	8				4				(14		)
Return to provision true-ups	(7		)		1				(14		)
trivago stock-based compensation	7				5				17
State taxes	11				3				—
Non-deductible goodwill impairment	16				—				—
Tax Act transition tax	—				144				—
U.S. statutory tax rate change	—				(158		)		—
Global intangible low-taxed income	13				—				—
Foreign-derived intangible income	(38		)		—				—
Other, net	27				31				19
Income tax expense	$	87			$	45			$	16

Our effective tax rate was lower than the 21% federal statutory income tax rate in 2018 and 35% in 2017 and 2016 due to earnings in foreign jurisdictions outside of the United States, primarily Switzerland, where the statutory income tax rate is lower. In addition, excess tax benefits relating to stock-based payments also decrease our effective tax rate in all years.

The increase in our effective tax rate for 2018 compared to 2017 was due to one-time tax benefits in the prior year period and return to provision true-ups, as well as an increase in losses generated in foreign jurisdictions at tax rates below the 21% federal statutory rate.

Unrecognized Tax Benefits and Interest

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits and interest is as follows:

	2018				2017				2016
					(In millions)
Balance, beginning of year	$	261			$	220			$	171
Increases to tax positions related to the current year	24				35				43
Increases to tax positions related to prior years	2				4				8
Decreases to tax positions related to prior years	—				(1		)		(2		)
Reductions due to lapsed statute of limitations	(2		)		(3		)		(5		)
Settlements during current year	—				(1		)		—
Interest and penalties	8				7				5
Balance, end of year	$	293			$	261			$	220

As of December 31, 2018, we had $293 million of gross unrecognized tax benefits, $180 million of which, if recognized, would affect the effective tax rate. As of December 31, 2017, we had $261 million of gross unrecognized tax benefits, $155 million of which, if recognized, would affect the effective tax rate. As of December 31, 2016, we had $220 million of gross unrecognized tax benefits, $181 million of which, if recognized, would affect the effective tax rate.

As of December 31, 2018 and 2017, total gross interest and penalties accrued was $30 million and $22 million, respectively. We recognized interest (benefit) expense in 2018, 2017 and 2016 of $8 million, $7 million and $5 million in connection with our unrecognized tax benefits.

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The Company is routinely under audit by federal, state, local and foreign income tax authorities. These audits include questioning the timing and the amount of income and deductions, and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service ("IRS") is currently examining Expedia Group’s U.S. consolidated federal income tax returns for the periods ended December 31, 2009 through December 31, 2013. As of December 31, 2018, for the Expedia Group, Inc. & Subsidiaries group, statute of limitations for tax years 2009 through 2017 remain open to examination in the federal jurisdiction and most state jurisdictions. For the HomeAway and Orbitz groups, statutes of limitations for tax years 2001 through 2015 remain open to examination in the federal and most state jurisdictions due to NOL carryforwards.

During 2017, the IRS issued proposed adjustments related to transfer pricing with our foreign subsidiaries for our 2009 to 2010 audit cycle. The proposed adjustments would increase our U.S. taxable income by $105 million, which would result in federal tax expense of approximately $37 million, subject to interest. We do not agree with the position of the IRS and are formally protesting the IRS position.

NOTE 11 — Redeemable Non-controlling Interests

We have non-controlling interests in majority owned entities, which are carried at fair value as the non-controlling interests contained certain rights, whereby we could acquire and the minority shareholders could sell to us the additional shares of the companies. A reconciliation of redeemable non-controlling interest for the years ended December 31, 2018, 2017 and 2016 is as follows:

	Year Ended December 31,
	2018				2017				2016
	(In millions)
Balance, beginning of the period	$	22			$	—			$	658
Acquisition of redeemable non-controlling interest	—				20				—
Purchase of subsidiary shares at fair value	—				—				(7		)
Net income (loss) attributable to non-controlling interests	1				3				(23		)
Fair value adjustments	3				—				849
Currency translation adjustments	(2		)		—				(89		)
Other	6				(1		)		(7		)
Transfer to non-redeemable non-controlling interest	—				—				(1,381		)
Balance, end of period	$	30			$	22			$	—

The fair value of the redeemable non-controlling interest was determined based on a blended analysis of the present value of future discounted cash flows and market value approach (“Level 3” on the fair value hierarchy). Our significant estimates in the discounted cash flow model included our weighted average cost of capital as well as long-term growth and profitability of the business. Our significant estimates in the market value approach included identifying similar companies with comparable business factors and assessing comparable revenue and operating multiples in estimating the fair value of the business.

In connection with the acquisition of our majority ownership interests in trivago in 2013, we entered into a shareholders agreement with trivago’s founders that contains certain put/call rights whereby we could cause the founders to sell to us, and the founders could cause us to acquire from them, up to 50% and 100% of the trivago shares held by them at fair value during two windows. The first window would have closed during the first half of 2016. However, during the second quarter of 2016, we and the founders agreed not to exercise our respective put/call rights during that window and instead to postpone the window while the parties explored the feasibility of an IPO of trivago shares. On December 16, 2016, trivago completed its IPO for proceeds of approximately $210 million after deducting discounts, commissions and offering expenses and became a separately listed company on the NASDAQ. Prior to the initial public offering, we owned 63.5% of trivago. In conjunction with the initial public offering, Expedia and trivago’s founders entered into an Amended and Restated Shareholders’ Agreement under which the original put/call rights were no longer effective and were replaced with a contingent founder held put right whereby Expedia Group would be obligated to buy all, but not less than all, of a founder’s shares in the event a founder is removed from trivago’s management board under certain circumstances which are within the control of Expedia Group. Immediately prior to the offering and the effective date of the newly Amended and Restated Shareholders’ Agreement, we adjusted the fair value of our redeemable non-controlling interest to reflect the estimated fair value immediately prior to the offering. We then subsequently reclassified the redeemable non-controlling interest into non-redeemable non-controlling interest on the consolidated balance sheet as the non-controlling interest was no longer redeemable pursuant to the Amended and Restated Shareholders’ Agreement. Post offering, and as of December 31, 2016, our ownership interest and voting interest was approximately 59.7% and 64.7% of trivago N.V. and its subsidiaries.

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NOTE 12 — Stockholders’ Equity

Common Stock and Class B Common Stock

Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.0001 per share, and 400 million shares of Class B common stock with par value of $0.0001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors, and generally vote together on all matters. Common stock is entitled to 1 vote per share and Class B common stock is entitled to 10 votes per share. Holders of common stock, voting as a single, separate class are entitled to elect 25% of the total number of directors. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Expedia Group, Inc., the holders of both classes of common stock have equal rights to receive all the assets of Expedia Group, Inc. after the rights of the holders of the preferred stock, if any, have been satisfied.

Preferred Stock

As of December 31, 2018 and 2017, we have no preferred stock outstanding.

Share Repurchases

During 2012, 2010, and 2006, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock during each of the respective years, during 2015 authorized a repurchase of up to 10 million shares of our common stock, and during 2018 authorized a repurchase of up to 15 million shares of our common stock for a total of 85 million shares. Shares repurchased under the authorized programs were as follows:

	Year Ended December 31,
	2018				2017				2016
Number of shares repurchased	7.7 million				2.3 million				4.0 million
Average price per share	$	117.02			$	127.04			$	109.64
Total cost of repurchases (in millions)(1)	$	903			$	294			$	436

---

(1)	Amount excludes transaction costs.

As of December 31, 2018, 12.2 million shares remain authorized for repurchase under the 2018 authorization with no fixed termination date for the repurchases.

Dividends on our Common Stock

In 2018, 2017 and 2016, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following dividends:

	Declaration Date		Dividend Per Share				Record Date		Total Amount (in millions)				Payment Date
Year ended December 31, 2018:
	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
Year ended December 31, 2017:
	February 7, 2017		$	0.28			March 9, 2017		$	42			March 30, 2017
	April 26, 2017		0.28				May 25, 2017		43				June 15, 2017
	July 26, 2017		0.30				August 24, 2017		45				September 14, 2017
	October 25, 2017		0.30				November 16, 2017		46				December 7, 2017
Year ended December 31, 2016:
	February 8, 2016		$	0.24			March 10, 2016		$	36			March 30, 2016
	April 26, 2016		0.24				May 26, 2016		36				June 16, 2016
	July 27, 2016		0.26				August 25, 2016		39				September 15, 2016
	October 24, 2016		0.26				November 17, 2016		39				December 8, 2016

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In addition, in February 2019, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.32 per share of outstanding common stock payable on March 27, 2019 to the stockholders of record as of the close of business on March 7, 2019. Future declarations of dividends are subject to final determination by our Board of Directors.

Accumulated Other Comprehensive Income (Loss)

The balance for each class of accumulated other comprehensive loss as of December 31, 2018 and 2017 is as follows:

	December 31,
	2018				2017
	(In millions)
Foreign currency translation adjustments, net of tax(1)	$	(220	)		$	(142	)
Net unrealized loss on available for sale securities, net of tax(2)	—				(7		)
Accumulated other comprehensive loss	$	(220	)		$	(149	)

---

(1)

Foreign currency translation adjustments, net of tax, includes foreign currency transaction losses at December 31, 2018 of $27 million ($35 million before tax) and foreign currency transaction losses at December 31, 2017 of $45 million ($71 million before tax) associated with our 2.5% Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets. See NOTE 2 — Significant Accounting Policies for more information.

(2)	The net unrealized loss on available for sale securities before tax at December 31, 2017 was $9 million, which was reclassified to retained earnings as of January 1, 2018 upon adoption of the relevant new accounting guidance.

Non-redeemable Non-controlling Interests

In August 2018, we purchased the remaining 25% minority equity interest in AAE Travel Pte. Ltd., the joint venture formed by Air Asia and Expedia Group in March 2011. Prior to this transaction, we held a 75% controlling interest in the joint venture since 2015. The cash consideration was approximately $62 million.

As of December 31, 2018 and 2017, our ownership interest in trivago was approximately 59.5% and 59.6%.

Amounts paid in excess of the respective non-controlling interest were recorded to additional paid-in capital. The following table shows the effects of the changes in non-controlling interest on our equity for the respective periods, in millions:

	2018				2017				2016
Net income attributable to Expedia Group, Inc.	$	406			$	378			$	282
Transfers (to) from the non-controlling interest due to:
Net decrease in Expedia Group, Inc.’s paid-in capital related to Air Asia	(5		)		—				—
Net decrease in Expedia Group, Inc.’s paid-in capital related to trivago IPO	—				—				(32		)
Other	(7		)		3				—
Net transfers from non-controlling interest	(12		)		3				(32		)
Change from net income attributable to Expedia Group, Inc. and transfers from non-controlling interest	$	394			$	381			$	250

NOTE 13 — Earnings Per Share

Basic Earnings Per Share

Basic earnings per share was calculated for the years ended December 31, 2018, 2017 and 2016 using the weighted average number of common and Class B common shares outstanding during the period excluding restricted stock and stock held in escrow.

Diluted Earnings Per Share

For the years ended December 31, 2018, 2017 and 2016, we computed diluted earnings per share using (i) the number of shares of common stock and Class B common stock used in the basic earnings per share calculation as indicated above (ii) if dilutive, the incremental common stock that we would issue upon the assumed exercise of stock options and the vesting of RSUs using the treasury stock method, and (iii) other stock-based commitments.

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The following table presents our basic and diluted earnings per share:

	Year Ended December 31,
	2018				2017				2016
	(In millions, except share and per share data)
Net income attributable to Expedia Group, Inc.	$	406			$	378			$	282
Earnings per share attributable to Expedia Group, Inc. available to common stockholders:
Basic	$	2.71			$	2.49			$	1.87
Diluted	2.65				2.42				1.82
Weighted average number of shares outstanding (000's):
Basic	149,961				151,619				150,367
Dilutive effect of:
Options to purchase common stock	2,317				4,218				3,874
Other dilutive securities	611				548				276
Diluted	152,889				156,385				154,517

Outstanding stock awards that have been excluded from the calculations of diluted earnings per share attributable to common stockholders because their effect would have been antidilutive were approximately nine million for the year ended December 31, 2018, four million for 2017, and seven million for 2016.

The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.

NOTE 14 — Restructuring and Related Reorganization Charges

In connection with activities to centralize and optimize certain operations as well as migrate technology platforms in the prior years, primarily related to previously disclosed acquisitions, we recognized $17 million and $56 million in restructuring and related reorganization charges during 2017 and 2016. The charges were primarily related to employee severance and benefits, including severance amounts under pre-existing written plans and contracts Orbitz had with its employees and incremental retention compensation for exiting employees as well as stock-compensation charges for acceleration of replacement awards pursuant to certain employment agreements. We had no restructuring charges in 2018 and the remaining $9 million of accrued liability as of December 31, 2017 was paid during 2018.

NOTE 15 — Other Income (Expense)

Other, net

The following table presents the components of other, net:

	For the Year Ended December 31,
	2018				2017				2016
	(In millions)
Foreign exchange rate gains (losses), net	$	3			$	(46	)		$	(15	)
Losses on minority equity investments, net	(111		)		(14		)		(12		)
Other	(2		)		—				(5		)
Total	$	(110	)		$	(60	)		$	(32	)

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NOTE 16 — Commitments and Contingencies

Letters of Credit, Purchase Obligations and Guarantees

We have commitments and obligations that include purchase obligations, guarantees and LOCs, which could potentially require our payment in the event of demands by third parties or contingent events. The following table presents these commitments and obligations as of December 31, 2018:

					By Period
	Total				Less than 1 year				1 to 3 years				3 to 5 years				More than 5 years
	(In millions)
Purchase obligations	$	683			$	352			$	266			$	65			$	—
Guarantees	59				59				—				—				—
Letters of credit	28				13				11				—				4
	$	770			$	424			$	277			$	65			$	4

Our purchase obligations represent the minimum obligations we have under agreements with certain of our vendors. These minimum obligations are less than our projected use for those periods. Payments may be more than the minimum obligations based on actual use.

We have guarantees which consist primarily of bonds relating to tax assessments that we are contesting as well as bonds required by certain foreign countries’ aviation authorities for the potential non-delivery, by us, of packaged travel sold in those countries. The authorities also require that a portion of the total amount of packaged travel sold be bonded. Our guarantees also include certain surety bonds related to various company performance obligations.

Our LOCs consist of stand-by LOCs, underwritten by a group of lenders, which we primarily issue for certain regulatory purposes as well as to certain hotel properties to secure our payment for hotel room transactions. The contractual expiration dates of these LOCs are shown in the table above. There were no material claims made against any stand-by LOCs during the years ended December 31, 2018, 2017 and 2016.

Lease Commitments

We have contractual obligations in the form of operating leases for office space and related office equipment for which we record the related expense on a monthly basis. Certain leases contain periodic rent escalation adjustments and renewal options. Rent expense related to such leases is recorded on a straight-line basis. Operating lease obligations expire at various dates with the latest maturity in 2031. For the years ended December 31, 2018, 2017 and 2016, we recorded rental expense of $182 million, $168 million and $147 million.

The following table presents our estimated future minimum rental payments under operating leases with noncancelable lease terms that expire after December 31, 2018 as well as leases that have been accounted for as build-to-suit lease arrangements, in millions:

Year ending December 31,
2019	$	156
2020	129
2021	106
2022	93
2023	74
2024 and thereafter	361
	$	919

Legal Proceedings

In the ordinary course of business, we are a party to various lawsuits. Management does not expect these lawsuits to have a material impact on the liquidity, results of operations, or financial condition of Expedia Group. We also evaluate other potential contingent matters, including value-added tax, excise tax, sales tax, transient occupancy or accommodation tax and similar matters. We do not believe that the aggregate amount of liability that could be reasonably possible with respect to these matters would have a material adverse effect on our financial results; however, litigation is inherently uncertain and the actual

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losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.

Litigation Relating to Occupancy Taxes. One hundred one lawsuits have been filed by or against cities, counties and states involving hotel occupancy and other taxes. Fifteen lawsuits are currently active. These lawsuits are in various stages and we continue to defend against the claims made in them vigorously. With respect to the principal claims in these matters, we believe that the statutes or ordinances at issue do not apply to the services we provide and, therefore, that we do not owe the taxes that are claimed to be owed. We believe that the statutes or ordinances at issue generally impose occupancy and other taxes on entities that own, operate or control hotels (or similar businesses) or furnish or provide hotel rooms or similar accommodations. To date, forty-five of these lawsuits have been dismissed. Some of these dismissals have been without prejudice and, generally, allow the governmental entity or entities to seek administrative remedies prior to pursuing further litigation. Thirty-one dismissals were based on a finding that we and the other defendants were not subject to the local tax ordinance or that the local government lacked standing to pursue its claims. As a result of this litigation and other attempts by certain jurisdictions to levy such taxes, we have established a reserve for the potential settlement of issues related to hotel occupancy and other taxes, consistent with applicable accounting principles and in light of all current facts and circumstances, in the amount of $46 million and $43 million as of December 31, 2018 and 2017, respectively. Our settlement reserve is based on our best estimate of probable losses and the ultimate resolution of these contingencies may be greater or less than the liabilities recorded. An estimate for a reasonably possible loss or range of loss in excess of the amount reserved cannot be made. Changes to the settlement reserve are included within legal reserves, occupancy tax and other in the consolidated statements of operations.

Pay-to-Play. Certain jurisdictions may assert that we are required to pay any assessed taxes prior to being allowed to contest or litigate the applicability of the ordinances. This prepayment of contested taxes is referred to as “pay-to-play.” Payment of these amounts is not an admission that we believe we are subject to such taxes and, even when such payments are made, we continue to defend our position vigorously. If we prevail in the litigation, for which a pay-to-play payment was made, the jurisdiction collecting the payment will be required to repay such amounts and also may be required to pay interest.

Hawaii (General Excise Tax). During 2013, certain Expedia 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 Group companies $132 million of the original “pay-to-play” amount. Orbitz also received a similar refund of $22 million from the State of Hawaii in September 2015. The amount paid, net of refunds, by the Expedia 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 Group companies paid the State of Hawaii for the tax years 2012 through 2015. The Expedia Group companies and Orbitz have now resolved all assessments by the State of Hawaii for merchant model hotel taxes through 2015.

The Department of Taxation also issued final assessments for general excise taxes against certain Expedia Group companies, including Orbitz, dated December 23, 2015 for the time period 2000 to 2014 for hotel and car rental revenue for “agency model” transactions. Those assessments are currently under review in the Hawaii tax court, which has stayed proceedings in the agency hotel and car rental case pending a decision by the Hawaii Supreme Court in the merchant model car rental case addressed below.

Final assessments by the Hawaii Department of Taxation for general exercise taxes against certain Expedia Group companies, including Orbitz, relating to merchant car rental transactions during the years 2000 to 2014 are also under review. With respect to merchant model car rental transactions at issue for the tax years 2000 through 2013, the Hawaii tax court held on August 5, 2016 that general excise tax is due on the online travel companies’ services to facilitate car rentals. The court further ruled that for merchant model car rentals in Hawaii, the online travel companies are required to pay general excise tax on the total amount paid by consumers, with no credit for tax amounts already remitted by car rental companies to the State of 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 court, however, ruled that when car rentals are paid for as part of a vacation package, tax is only due once on the amount paid by consumers to the car rental company for the rental of the vehicle. In addition, the court ruled that the online travel companies are required to pay interest and certain penalties on the amounts due. On April 25, 2017, the court entered a stipulated order and final judgment. On May 15, 2017, the Expedia Group companies paid under protest the full amount claimed due, or approximately $16.7 million, as a condition of appeal. The parties filed notices of cross-appeal from the order. The appeals were transferred to the Hawaii Supreme Court, which heard argument on April 5, 2018. The parties await a ruling. The Hawaii tax court’s decision did not resolve “merchant model” car rental transactions for the tax year 2014, which also remain under review.

San Francisco (Occupancy Tax). During 2009, Expedia Group companies were required to “pay-to-play” and paid $48 million in advance of litigation relating to occupancy tax proceedings with the City of San Francisco and, in May 2014, the

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Expedia Group companies paid an additional $25.5 million under protest in order to contest additional assessments for later time periods. In addition, Orbitz in total has paid $4.6 million to the City of San Francisco to contest similar assessments issued against it by the city. On May 23, 2018, the California Court of Appeals affirmed the trial court’s holding that the online travel companies are not liable to remit hotel occupancy taxes to San Francisco. On September 13, 2018, the City of San Francisco refunded all pay-to-play payments made by the Expedia Group companies (including Orbitz), along with accumulated interest, effectively ending the case. The $78 million refund was recorded as a gain within legal reserves, occupancy tax and other in the consolidated statement of operations and the $19 million of accumulated interest to interest income during 2018.

Other Jurisdictions. We are also in various stages of inquiry or audit with domestic and foreign tax authorities, some of which, including in the City of Los Angeles regarding hotel occupancy taxes and in the United Kingdom regarding the application of value added tax (“VAT”) to our European Union related transactions as discussed below, may impose a pay-to-play requirement to challenge an adverse inquiry or audit result in court.

The ultimate resolution of these contingencies may be greater or less than the pay-to-play payments made and our estimates of additional assessments mentioned above.

Matters Relating to International VAT. We are in various stages of inquiry or audit in multiple European Union jurisdictions, including in the United Kingdom, regarding the application of VAT to our European Union related transactions. While we believe we comply with applicable VAT laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes. In certain jurisdictions, including the United Kingdom, we may be required to “pay-to-play” any VAT assessment prior to contesting its validity. While we believe that we will be successful based on the merits of our positions with regard to the United Kingdom and other VAT audits in pay-to-play jurisdictions, it is nevertheless reasonably possible that we could be required to pay any assessed amounts in order to contest or litigate the applicability of any assessments and an estimate for a reasonably possible amount of any such payments cannot be made.

Competition and Consumer Matters

Over the last several years, the online travel industry has become the subject of investigations by various national competition authorities (“NCAs”), particularly in Europe. Expedia Group companies are or have been involved in investigations predominately related to whether certain parity clauses in contracts between Expedia Group entities and accommodation providers, sometimes also referred to as “most favored nation” or “MFN” provisions, are anti-competitive.

In Europe, investigations or inquiries into contractual parity provisions between hotels and online travel companies, including Expedia Group companies, were initiated in 2012, 2013 and 2014 by NCAs in Austria, Belgium, Czech Republic, Denmark, France, Germany, Greece, Hungary, Ireland, Italy, Poland, Sweden and Switzerland. While the ultimate outcome of some of these investigations or inquiries remains uncertain, and the Expedia Group companies’ circumstances are distinguishable from other online travel companies subject to similar investigations and inquiries, we note in this context that on April 21, 2015, the French, Italian and Swedish NCAs, working in close cooperation with the European Commission, announced that they had accepted formal commitments offered by Booking.com to resolve and close the investigations against Booking.com in France, Italy and Sweden by Booking.com removing and/or modifying certain rate, conditions and availability parity provisions in its contracts with accommodation providers in France, Italy and Sweden as of July 1, 2015, among other commitments. Booking.com voluntarily extended the geographic scope of these commitments to accommodation providers throughout Europe as of the same date.

With effect from August 1, 2015, Expedia Group companies waived certain rate, conditions and availability parity clauses in agreements with European hotel partners for a period of five years. While the Expedia Group companies maintain that their parity clauses have always been lawful and in compliance with competition law, these waivers were nevertheless implemented as a positive step towards facilitating the closure of the open investigations into such clauses on a harmonized pan-European basis. Following the implementation of the Expedia Group companies' waivers, nearly all NCAs in Europe have announced either the closure of their investigation or inquiries involving Expedia Group companies or a decision not to open an investigation or inquiry involving Expedia Group companies. Below are descriptions of additional rate parity-related matters of note in Europe.

The German Federal Cartel Office (“FCO”) has required another online travel company, Hotel Reservation Service (“HRS”), to remove certain clauses from its contracts with hotels. HRS’ appeal of this decision was rejected by the Higher Regional Court Düsseldorf on January 9, 2015. On December 23, 2015, the FCO announced that it had also required Booking.com by way of an infringement decision to remove certain clauses from its contracts with German hotels. Booking.com has appealed the decision and the appeal was heard by the Higher Regional Court Düsseldorf on February 8, 2017. Those proceedings remain ongoing.

The Italian competition authority's case closure decision against Booking.com and Expedia Group companies has subsequently been appealed by two Italian hotel trade associations, i.e. Federalberghi and AICA. These appeals remain at an early stage and no hearing date has been fixed.

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On November 6, 2015, the Swiss competition authority announced that it had issued a final decision finding certain parity terms existing in previous versions of agreements between Swiss hotels and each of certain Expedia Group companies, Booking.com and HRS to be prohibited under Swiss law. The decision explicitly notes that the Expedia Group companies' current contract terms with Swiss hotels are not subject to this prohibition. The Swiss competition authority imposed no fines or other sanctions against the Expedia Group companies and did not find an abuse of a dominant market position by the Expedia Group companies. The FCO’s case against the Expedia Group companies’ contractual parity provisions with accommodation providers in Germany remains open but is still at a preliminary stage with no formal allegations of wrong-doing having been communicated to the Expedia Group companies to date.

The Directorate General for Competition, Consumer Affairs and Repression of Fraud (the “DGCCRF”), a directorate of the French Ministry of Economy and Finance with authority over unfair trading practices, brought a lawsuit in France against Expedia Group companies objecting to certain parity clauses in contracts between Expedia Group companies and French hotels. In May 2015, the French court ruled that certain of the parity provisions in certain contracts that were the subject of the lawsuit were not in compliance with French commercial law, but imposed no fine and no injunction. The DGCCRF appealed the decision and, on June 21, 2017, the Paris Court of Appeal published a judgment overturning the decision. The court annulled parity clauses contained in the agreements at issue, ordered the Expedia Group companies to amend their contracts, and imposed a fine. The Expedia Group companies have appealed the decision. The appeal will not stay payment of the fine.

Hotelverband Deutschland (“IHA”) e.V. (a German hotel association) brought proceedings before the Cologne regional court against Expedia, Inc., Expedia.com GmbH and Expedia Lodging Partner Services Sàrl. IHA applied for a ‘cease and desist’ order against these companies in relation to the enforcement of certain rate and availability parity clauses contained in contracts with hotels in Germany. On or around February 16, 2017, the court dismissed IHA’s action and declared the claimant liable for the Expedia Group defendants’ statutory costs. IHA appealed the decision and, on December 4, 2017, the Court of Appeals rejected IHA’s appeal. The Court of Appeals expressly confirmed that Expedia Group’s MFNs are in compliance both with European and German competition law. While IHA had indicated an intention to appeal the decision to the Federal Supreme Court, it has not lodged an appeal within the applicable deadline, with the consequence that the Court of Appeals judgment has now become final.

A working group of 10 European NCAs (Belgium, Czech Republic, Denmark, France, Hungary, Ireland, Italy, Netherlands, Sweden and the United Kingdom) and the European Commission has been established by the European Competition Network (“ECN”) at the end of 2015 to monitor the functioning of the online hotel booking sector, following amendments made by a number of online travel companies (including Booking.com and Expedia Group companies) in relation to certain parity provisions in their contracts with hotels. The working group issued questionnaires to online travel agencies including Expedia Group companies, metasearch sites and hotels in 2016. The underlying results of the ECN monitoring exercise were published on April 6, 2017.

Legislative bodies in France (July 2015), Austria (December 2016) and Italy (August 2017) have also adopted new domestic anti-parity clause legislation. Expedia Group believes each of these pieces of legislation violates both EU and national legal principles and therefore, Expedia Group companies have challenged these laws at the European Commission. Moreover, in Belgium, new domestic anti-parity legislation entered into force on August 20, 2018. A motion requesting the Swiss government to take action on narrow price parity has been adopted in the Swiss parliament. The Swiss government is now required to draft legislation implementing the motion. The Company is unable to predict whether and with what content legislation will ultimately be adopted and, if so, when this might be the case. It is not yet clear how any adopted domestic anti-parity clause legislations and/or any possible future legislation in this area may affect Expedia Group's business.

Outside of Europe, a number of NCAs have also opened investigations or inquired about contractual parity provisions in contracts between hotels and online travel companies in their respective territories, including Expedia Group companies. A Brazilian hotel sector association -- Forum de Operadores Hoteleiros do Brasil -- filed a complaint with the Brazilian Administrative Council for Economic Defence (“CADE”) against a number of online travel companies, including Booking.com, Decolar.com and Expedia Group companies, on July 27, 2016 with respect to parity provisions in contracts between hotels and online travel companies. On September 13, 2016, the Expedia Group companies submitted a response to the complaint to CADE. On March 27, 2018, the Expedia Group companies resolved CADE’s concerns based on a settlement implementing waivers substantially similar to those provided to accommodation providers in Europe. In late 2016, Expedia Group companies resolved the concerns of the Australia and New Zealand NCAs based on implementation of the waivers substantially similar to those provided to accommodation providers in Europe (on September 1, 2016 in Australia and on October 28, 2016 in New Zealand). More recently, however, the Australian NCA has reopened its investigation. Expedia Group companies are in ongoing discussions with a limited number of NCAs in other countries in relation to their contracts with hotels. Expedia Group is currently unable to predict the impact the implementation of the waivers both in Europe and elsewhere will have on Expedia Group's business, on investigations or inquiries by NCAs in other countries, or on industry practice more generally.

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In addition, regulatory authorities in Europe (including the UK Competition and Markets Authority, or “CMA”), Australia, and elsewhere have initiated legal proceedings and/or market studies, inquiries or investigations relating to online marketplaces and how information is presented to consumers using those marketplaces, including practices such as search results rankings and algorithms, discount claims, disclosure of charges, and availability and similar messaging.

On June 28, 2018, the CMA announced that it will be requiring hotel booking websites to take action to address concerns identified in the course of its ongoing investigation. After consulting with the CMA, on January 31, 2019, we agreed to offer certain voluntary undertakings with respect to the presentation of information on certain of our UK consumer-facing websites in order to address the CMA’s concerns. The CMA has confirmed that, as a result of the undertakings offered, it will close its investigation without any admission or finding of liability. The undertakings become effective on September 1, 2019. On August 23, 2018, the Australian Competition and Consumer Commission, or "ACCC", instituted proceedings in the Australian Federal Court against trivago. The ACCC alleged breaches of Australian consumer law relating to trivago’s advertisements in Australia concerning the hotel prices available on trivago’s Australian site and trivago’s strike-through pricing practice. A trial date is set for September 9, 2019 and an appropriate reserve has been accrued in respect of this matter.

We are cooperating with regulators in the investigations described above where applicable, but we are unable to predict what, if any, effect such actions will have on our business, industry practices or online commerce more generally. Other than described above, we have not accrued a reserve in connection with the market studies, investigations, inquiries or legal proceedings described above either because the likelihood of an unfavorable outcome is not probable or the amount of any loss is not estimable.

NOTE 17 — Related Party Transactions

Liberty. Mr. Diller is the Chairman and Senior Executive of Expedia Group. Subject to the terms of an Amended and Restated Stockholders Agreement between Liberty Expedia Holdings, Inc. (“Liberty Expedia Holdings”) and Mr. Diller, as amended as of November 4, 2016, Mr. Diller also holds an irrevocable proxy to vote shares of Expedia common stock and Class B common stock beneficially owned by Liberty Expedia Holdings (the “Diller Proxy”), which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings as described below.

On November 4, 2016, Qurate Retail, Inc. (f/k/a Liberty Interactive Corporation) redeemed a portion of the outstanding shares of its Liberty Ventures common stock in exchange for all of the outstanding shares of Liberty Expedia Holdings, which at that time was a wholly owned subsidiary of Liberty Interactive (the “Liberty Split-Off”). At the time of the Liberty Split-Off, Liberty Expedia Holdings’ assets included all of Liberty Interactive’s interest in Expedia Group. Pursuant to a Transaction Agreement among Mr. Diller, Liberty Interactive, Liberty Expedia Holdings, John C. Malone and Leslie Malone, dated as of March 24, 2016 and amended and restated effective on September 22, 2016 and as of March 6, 2018, at the time of the Liberty Split-Off, for a period ending not later than May 4, 2019 (i) Mr. Diller assigned the Diller Proxy to Liberty Expedia Holdings (the “Diller Assignment”) and (ii) Mr. and Mrs. Malone granted Mr. Diller an irrevocable proxy to vote all shares of Liberty Expedia Holdings Series A common stock and Series B common stock beneficially owned by them upon completion of the Liberty Split-Off or thereafter (the “Malone Proxy”), in each case, subject to certain limitations. As a result, by virtue of the voting power associated with the Malone Proxy, the governance structure at Liberty Expedia Holdings and Mr. Diller’s continuing position as Chairman of Expedia Group’s Board of Directors, Mr. Diller indirectly controls Expedia Group until the termination or expiration of the Diller Assignment and Malone Proxy, at which point (and by virtue of the termination of the Diller Assignment), unless the Diller Assignment and Malone Proxy terminate as a result of Mr. Diller’s death or disability, Mr. Diller will have the power to vote directly all shares of Expedia Common Stock and Class B Common Stock beneficially owned by Liberty Expedia Holdings.

In connection with the then-pending Liberty Split-Off, on March 24, 2016, Liberty Interactive and Liberty Expedia Holdings entered into a Reimbursement Agreement with Expedia pursuant to which Liberty Interactive and Liberty Expedia Holdings agreed to reimburse Expedia Group, up to a specified cap, for certain costs and expenses resulting from the Liberty Split-Off and the above-described proxy arrangements that may be incurred by Expedia Group with respect to Expedia Group’s previous $1.5 billion unsecured revolving credit facility, Expedia Group's 7.456% Notes that matured in 2018 and Expedia Group’s 5.95% Notes maturing in 2020 (as amended and restated as of September 22, 2016, the “Reimbursement Agreement”).

On September 30, 2016, Expedia Group received consents from the holders of more than a majority of the aggregate principal amount of its 5.95% Notes and entered into a supplemental indenture to amend the indenture governing its 5.95% Notes to conform the definition of “Permitted Holders” to the definition employed in Expedia Group’s 2.5% Notes, 4.5% Notes and 5.0% Notes, including by specifying that “Permitted Holders” include certain entities succeeding to the interest of Liberty Interactive in Expedia Group. During 2016, Liberty Interactive reimbursed Expedia Group approximately $4 million for the cost of the consent solicitation pursuant to the terms of the Reimbursement Agreement.

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The Reimbursement Agreement constitutes Expedia Group’s sole and exclusive remedy with respect to any claim arising out of any potential change of control under any contract, debt instrument, agreement or other similar instrument resulting, directly or indirectly, from the Liberty Split-Off or the above-described proxy arrangements entered into in connection with the Liberty Split-Off. On January 3, 2017, other than those provisions relating to Expedia Group’s remedies described above and certain administrative provisions, the Reimbursement Agreement terminated in accordance with its terms upon the non-occurrence within the 60 day-period following the Liberty Split-Off of certain reimbursement triggers.

During 2018, we issued 269,646 shares of common stock from treasury stock to Liberty Expedia Holdings at a price per share of $113.32 and an aggregate value of approximately $31 million pursuant to and in accordance with the preemptive rights as detailed by the Amended and Restated Governance Agreement with Liberty Expedia Holdings dated as of December 20, 2011, as amended.

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.

IAC/InterActiveCorp. In addition to serving as our Chairman and Senior Executive, Mr. Diller also serves as Chairman of the Board of Directors and Senior Executive at IAC. The Company and IAC are related parties since they are under common control, given that Mr. Diller serves as Chairman and Senior Executive of both Expedia Group and IAC. Each of IAC and Expedia Group has a 50% ownership interest in two aircraft that may be used by both companies. We share equally in fixed and nonrecurring costs for the planes; direct operating costs are pro-rated based on actual usage. As of December 31, 2018 and 2017, the net basis in our ownership interest in the planes was $33 million and $40 million recorded in long-term investments and other assets. In 2018, 2017 and 2016, operating and maintenance costs paid directly to the jointly-owned subsidiary for the airplanes were nominal.

NOTE 18 — Segment Information

We have four reportable segments: Core OTA, trivago, HomeAway and Egencia. Our Core OTA segment, which consists of the aggregation of operating segments, provides a full range of travel and advertising services to our worldwide customers through a variety of brands including: Expedia.com and Hotels.com in the United States and localized Expedia and Hotels.com websites throughout the world, Expedia Partner Solutions, Orbitz, Travelocity, Wotif Group, ebookers, CheapTickets, Hotwire.com, CarRentals.com, Classic Vacations and SilverRail Technologies, Inc. Our trivago segment generates advertising revenue primarily from sending referrals to online travel companies and travel service providers from its hotel metasearch websites. Our HomeAway segment operates an online marketplace for the alternative accommodations industry. Our Egencia segment provides managed travel services to corporate customers worldwide.

We determined our operating segments based on how our chief operating decision makers manage our business, make operating decisions and evaluate operating performance. Our primary operating metric is adjusted EBITDA. Adjusted EBITDA for our Core OTA and Egencia segments includes allocations of certain expenses, primarily cost of revenue and facilities. Our Core OTA segment includes the total costs of our global supply organizations and Core OTA and HomeAway include the realized foreign currency gains or losses related to the forward contracts hedging a component of our net merchant lodging revenue. We base the allocations primarily on transaction volumes and other usage metrics. We do not allocate certain shared expenses such as accounting, human resources, information technology and legal to our reportable segments. We include these expenses in Corporate and Eliminations. Our allocation methodology is periodically evaluated and may change. During the first quarter of 2018, we updated our allocations methodology for certain technology costs. While the impact of the update was not significant, we recast historical information presented to be on a comparable basis.

Our segment disclosure includes intersegment revenues, which primarily consist of advertising and media services provided by our trivago segment to our Core OTA segment. These intersegment transactions are recorded by each segment at

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amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below. In addition, when HomeAway properties are booked through our Core OTA websites and vice versa, the segments split the third-party revenue for management and segment reporting purposes with the majority of the third-party revenue residing with the website marketing the property or room.

Corporate and Eliminations also includes unallocated corporate functions and expenses. In addition, we record amortization of intangible assets and any related impairment, as well as stock-based compensation expense, restructuring and related reorganization charges, legal reserves, occupancy tax and other, and other items excluded from segment operating performance in Corporate and Eliminations. Such amounts are detailed in our segment reconciliation below.

The following tables present our segment information for 2018, 2017 and 2016. As a significant portion of our property and equipment is not allocated to our operating segments and depreciation is not included in our segment measure, we do not report the assets by segment as it would not be meaningful. We do not regularly provide such information to our chief operating decision makers.

	Year ended December 31, 2018
	Core OTA				trivago				HomeAway				Egencia				Corporate & Eliminations				Total
	(In millions)
Third-party revenue	$	8,760			$	691			$	1,171			$	601			$	—			$	11,223
Intersegment revenue	—				393				—				—				(393		)		—
Revenue	$	8,760			$	1,084			$	1,171			$	601			$	(393	)		$	11,223
Adjusted EBITDA	$	2,305			$	16			$	288			$	107			$	(746	)		$	1,970
Depreciation	(344		)		(15		)		(66		)		(47		)		(204		)		(676		)
Amortization of intangible assets	—				—				—				—				(283		)		(283		)
Impairment of goodwill	—				—				—				—				(86		)		(86		)
Impairment of intangible assets	—				—				—				—				(42		)		(42		)
Stock-based compensation	—				—				—				—				(203		)		(203		)
Legal reserves, occupancy tax and other	—				—				—				—				59				59
Restructuring and related reorganization charges	—				—				—				—				—				—
Realized (gain) loss on revenue hedges	(24		)		—				(1		)		—				—				(25		)
Operating income (loss)	$	1,937			$	1			$	221			$	60			$	(1,505	)		714
Other expense, net																					(229		)
Income before income taxes																					485
Provision for income taxes																					(87		)
Net income																					398
Net loss attributable to non-controlling interests																					8
Net income attributable to Expedia Group, Inc.																					$	406

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	Year ended December 31, 2017
	Core OTA				trivago				HomeAway				Egencia				Corporate & Eliminations				Total
	(In millions)
Third-party revenue	$	7,881			$	752			$	906			$	521			$	—			$	10,060
Intersegment revenue	—				414				—				—				(414		)		—
Revenue	$	7,881			$	1,166			$	906			$	521			$	(414	)		$	10,060
Adjusted EBITDA	$	2,057			$	5			$	202			$	95			$	(646	)		$	1,713
Depreciation	(310		)		(9		)		(40		)		(41		)		(214		)		(614		)
Amortization of intangible assets	—				—				—				—				(275		)		(275		)
Stock-based compensation	—				—				—				—				(149		)		(149		)
Legal reserves, occupancy tax and other	—				—				—				—				(25		)		(25		)
Restructuring and related reorganization charges	—				—				—				—				(17		)		(17		)
Realized (gain) loss on revenue hedges	(8		)		—				—				—				—				(8		)
Operating income (loss)	$	1,739			$	(4	)		$	162			$	54			$	(1,326	)		625
Other expense, net																					(208		)
Income before income taxes																					417
Provision for income taxes																					(45		)
Net income																					372
Net loss attributable to non-controlling interests																					6
Net income attributable to Expedia Group, Inc.																					$	378

F- 44

	Year ended December 31, 2016
	Core OTA				trivago				HomeAway				Egencia				Corporate & Eliminations				Total
	(In millions)
Third-party revenue	$	7,084			$	539			$	689			$	462			$	—			$	8,774
Intersegment revenue	—				297				—				—				(297		)		—
Revenue	$	7,084			$	836			$	689			$	462			$	(297	)		$	8,774
Adjusted EBITDA	$	1,956			$	35			$	175			$	81			$	(631	)		$	1,616
Depreciation	(256		)		(7		)		(18		)		(31		)		(165		)		(477		)
Amortization of intangible assets	—				—				—				—				(317		)		(317		)
Impairment of intangible assets	—				—				—				—				(35		)		(35		)
Stock-based compensation	—				—				—				—				(242		)		(242		)
Legal reserves, occupancy tax and other	—				—				—				—				(27		)		(27		)
Restructuring and related reorganization charges, excluding stock-based compensation	—				—				—				—				(43		)		(43		)
Realized (gain) loss on revenue hedges	(13		)		—				—				—				—				(13		)
Operating income (loss)	$	1,687			$	28			$	157			$	50			$	(1,460	)		462
Other income, net																					(185		)
Income before income taxes																					277
Provision for income taxes																					(16		)
Net income																					261
Net loss attributable to non-controlling interests																					21
Net income attributable to Expedia Group, Inc.																					$	282

F- 45

Revenue by Business Model and Service Type

The following table presents revenue by business model and service type for the years ended December 31, 2018, 2017 and 2016:

	Year Ended December 31,
	2018				2017 (1)				2016 (1)
	(In millions)
Business Model
Merchant	$	5,950			$	5,394			$	4,853
Agency	3,010				2,687				2,425
Advertising and media	1,092				1,073				807
HomeAway	1,171				906				689
Total revenue	$	11,223			$	10,060			$	8,774
Service Type
Lodging	$	7,712			$	6,851			$	6,021
Air	881				784				778
Advertising and media	1,092				1,073				807
Other(2)	1,538				1,352				1,168
Total revenue	$	11,223			$	10,060			$	8,774

---

(1)	As disclosed in NOTE 2 — Significant Accounting Policies, results for 2018 are presented under the new revenue recognition accounting guidance, which we adopted using the modified retrospective method. Therefore, 2017 and 2016 results have not been adjusted and continued to be reported under the accounting standards in effect for those periods.

(2)	Other includes car rental, insurance, destination services, cruise and fee revenue related to our corporate travel business, among other revenue streams, none of which are individually material.

Our Core OTA segment generates revenue from the merchant, agency and advertising and media business models as well as all service types. trivago segment revenue is primarily generated through advertising and media. All HomeAway revenue is included within the lodging service type. Our Egencia segment generates revenue from similar business models and service types to Core OTA applied to the corporate traveler with the majority being agency revenue.

Geographic Information

The following table presents revenue by geographic area, the United States and all other countries, based on the geographic location of our websites or points of sale with the exception of trivago, which has all been allocated to Germany, the location of its corporate headquarters, for the years ended December 31, 2018, 2017 and 2016. No sales to an individual country other than the United States accounted for more than 10% of revenue for the presented years.

	Year Ended December 31,
	2018				2017				2016
	(In millions)
Revenue
United States	$	6,202			$	5,542			$	5,043
All other countries	5,021				4,518				3,731
	$	11,223			$	10,060			$	8,774

F- 46

The following table presents property and equipment, net for the United States and all other countries, as of December 31, 2018 and 2017:

	As of December 31,
	2018				2017
	(In millions)
Property and equipment, net
United States	$	1,571			$	1,331
All other countries	306				244
	$	1,877			$	1,575

NOTE 19 — Valuation and Qualifying Accounts

The following table presents the changes in our valuation and qualifying accounts. Other reserves primarily include our accrual of the cost associated with purchases made on our website related to the use of fraudulent credit cards “charged-back” due to payment disputes and cancellation fees.

Description	Balance at Beginning of Period				Charges to Earnings				Charges to Other Accounts(1)				Deductions				Balance at End of Period
	(In millions)
2018
Allowance for doubtful accounts	$	31			$	27			$	(8	)		$	(16	)		$	34
Other reserves	$	22															$	19
2017
Allowance for doubtful accounts	$	25			$	19			$	1			$	(14	)		$	31
Other reserves	24																22
2016
Allowance for doubtful accounts	$	27			$	12			$	(3	)		$	(11	)		$	25
Other reserves	30																24

---

(1)	Charges to other accounts primarily relates to amounts acquired through acquisitions, net translation adjustments, and reclassifications.

NOTE 20 — Quarterly Financial Information (Unaudited)

	Three Months Ended
	December 31				September 30				June 30				March 31
	(In millions, except per share data)
Year ended December 31, 2018
Revenue	$	2,559			$	3,276			$	2,880			$	2,508
Operating income (loss)	96				672				111				(165		)
Net income (loss) attributable to Expedia Group, Inc.(1)	17				525				1				(137		)
Basic earnings (loss) per share(2)	$	0.11			$	3.51			$	0.01			$	(0.91	)
Diluted earnings (loss) per share(2)	0.11				3.43				0.01				(0.91		)
Year ended December 31, 2017
Revenue	$	2,319			$	2,966			$	2,586			$	2,189
Operating income (loss)	114				481				103				(73		)
Net income (loss) attributable to Expedia Group, Inc.	55				352				57				(86		)
Basic earnings (loss) per share(2)	$	0.36			$	2.32			$	0.37			$	(0.57	)
Diluted earnings (loss) per share(2)	0.35				2.23				0.36				(0.57		)

---

(1)	During the fourth quarter of 2018, we recognized a $25 million impairment charge related to goodwill as well as a $42 million impairment charge related to indefinite lived intangible assets.

F- 47

(2)	Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.

NOTE 21 — Guarantor and Non-Guarantor Supplemental Financial Information

Condensed consolidating financial information of Expedia Group, Inc. (the “Parent”), our subsidiaries that are guarantors of our debt facility and instruments (the “Guarantor Subsidiaries”), and our subsidiaries that are not guarantors of our debt facility and instruments (the “Non-Guarantor Subsidiaries”) is shown below. The debt facility and instruments are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. The guarantees are full, unconditional, joint and several with the exception of certain customary automatic subsidiary release provisions. In this financial information, the Parent and Guarantor Subsidiaries account for investments in their wholly-owned subsidiaries using the equity method.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2018

	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Consolidated
	(In millions)
Revenue	$	—			$	8,650			$	2,973			$	(400	)		$	11,223
Costs and expenses:
Cost of revenue	—				1,436				550				(21		)		1,965
Selling and marketing	—				4,153				1,993				(379		)		5,767
Technology and content	—				1,143				474				—				1,617
General and administrative	—				515				293				—				808
Amortization of intangible assets	—				174				109				—				283
Impairment of goodwill	—				—				86				—				86
Impairment of intangible assets	—				42				—				—				42
Legal reserves, occupancy tax and other	—				(60		)		1				—				(59		)
Intercompany (income) expense, net	—				808				(808		)		—				—
Operating income	—				439				275				—				714
Other income (expense):
Equity in pre-tax earnings of consolidated subsidiaries	549				209				—				(758		)		—
Other, net	(187		)		(81		)		39				—				(229		)
Total other income, net	362				128				39				(758		)		(229		)
Income before income taxes	362				567				314				(758		)		485
Provision for income taxes	44				(12		)		(119		)		—				(87		)
Net income	406				555				195				(758		)		398
Net loss attributable to non-controlling interests	—				2				6				—				8
Net income attributable to Expedia Group, Inc.	$	406			$	557			$	201			$	(758	)		$	406
Comprehensive income attributable to Expedia Group, Inc.	$	338			$	459			$	103			$	(562	)		$	338

F- 48

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2017

	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Consolidated
	(In millions)
Revenue	$	—			$	7,662			$	2,817			$	(419	)		$	10,060
Costs and expenses:
Cost of revenue	—				1,343				431				(17		)		1,757
Selling and marketing	—				3,715				1,985				(402		)		5,298
Technology and content	—				991				396				—				1,387
General and administrative	—				409				267				—				676
Amortization of intangible assets	—				182				93				—				275
Legal reserves, occupancy tax and other	—				25				—				—				25
Restructuring and related reorganization charges	—				5				12				—				17
Intercompany (income) expense, net	—				695				(695		)		—				—
Operating income	—				297				328				—				625
Other income (expense):
Equity in pre-tax earnings of consolidated subsidiaries	493				336				—				(829		)		—
Other, net	(179		)		(60		)		31				—				(208		)
Total other income, net	314				276				31				(829		)		(208		)
Income before income taxes	314				573				359				(829		)		417
Provision for income taxes	64				(67		)		(42		)		—				(45		)
Net income	378				506				317				(829		)		372
Net loss attributable to non-controlling interests	—				1				5				—				6
Net income attributable to Expedia Group, Inc.	$	378			$	507			$	322			$	(829	)		$	378
Comprehensive income attributable to Expedia Group, Inc.	$	509			$	698			$	564			$	(1,262	)		$	509

F- 49

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2016

	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Consolidated
	(In millions)
Revenue	$	—			$	6,807			$	2,268			$	(301	)		$	8,774
Costs and expenses:
Cost of revenue	—				1,264				346				(13		)		1,597
Selling and marketing	—				3,071				1,584				(288		)		4,367
Technology and content	—				904				331				—				1,235
General and administrative	—				429				249				—				678
Amortization of intangible assets	—				249				68				—				317
Impairment of intangible assets	—				—				35				—				35
Legal reserves, occupancy tax and other	—				27				—				—				27
Restructuring and related reorganization charges	—				30				26				—				56
Intercompany (income) expense, net	—				656				(656		)		—				—
Operating income	—				177				285				—				462
Other income (expense):
Equity in pre-tax earnings of consolidated subsidiaries	384				286				—				(670		)		—
Other, net	(163		)		(21		)		(1		)		—				(185		)
Total other income (expense), net	221				265				(1		)		(670		)		(185		)
Income before income taxes	221				442				284				(670		)		277
Provision for income taxes	61				(50		)		(27		)		—				(16		)
Net income	282				392				257				(670		)		261
Net loss attributable to non-controlling interests	—				—				21				—				21
Net income attributable to Expedia Group, Inc.	$	282			$	392			$	278			$	(670	)		$	282
Comprehensive income attributable to Expedia Group, Inc.	$	280			$	374			$	238			$	(612	)		$	280

F- 50

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2018

	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Consolidated
	(In millions)
ASSETS
Total current assets	$	402			$	5,261			$	2,137			$	(2,603	)		$	5,197
Investment in subsidiaries	10,615				3,425				—				(14,040		)		—
Intangible assets, net	—				1,520				472				—				1,992
Goodwill	—				6,366				1,754				—				8,120
Other assets, net	—				1,840				913				(29		)		2,724
TOTAL ASSETS	$	11,017			$	18,412			$	5,276			$	(16,672	)		$	18,033
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	1,649			$	7,396			$	1,618			$	(2,603	)		$	8,060
Long-term debt, excluding current maturities	3,717				—				—				—				3,717
Other long-term liabilities	—				320				284				(29		)		575
Redeemable non-controlling interests	—				17				13				—				30
Stockholders’ equity	5,651				10,679				3,361				(14,040		)		5,651
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,017			$	18,412			$	5,276			$	(16,672	)		$	18,033

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2017

	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Eliminations				Consolidated
	(In millions)
ASSETS
Total current assets	$	359			$	3,493			$	2,263			$	(575	)		$	5,540
Investment in subsidiaries	10,265				4,249				—				(14,514		)		—
Intangible assets, net	—				1,736				573				—				2,309
Goodwill	—				6,366				1,863				—				8,229
Other assets, net	5				1,677				775				(19		)		2,438
TOTAL ASSETS	$	10,629			$	17,521			$	5,474			$	(15,108	)		$	18,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	751			$	6,798			$	905			$	(575	)		$	7,879
Long-term debt, excluding current maturities	3,749				—				—				—				3,749
Other long-term liabilities	—				494				262				(19		)		737
Redeemable non-controlling interests	—				9				13				—				22
Stockholders’ equity	6,129				10,220				4,294				(14,514		)		6,129
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	10,629			$	17,521			$	5,474			$	(15,108	)		$	18,516

F- 51

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2018

	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Consolidated
	(In millions)
Operating activities:
Net cash provided by operating activities	$	—			$	1,248			$	727			$	1,975
Investing activities:
Capital expenditures, including internal-use software and website development	—				(752		)		(126		)		(878		)
Purchases of investments	—				(1,720		)		(83		)		(1,803		)
Sales and maturities of investments	—				2,063				74				2,137
Acquisitions, net of cash and restricted cash acquired	—				(53		)		—				(53		)
Transfers (to) from related parties	—				(86		)		86				—
Other, net	—				35				3				38
Net cash used in investing activities	—				(513		)		(46		)		(559		)
Financing activities:
Payment of long-term debt	(500		)		—				—				(500		)
Purchases of treasury stock	(923		)		—				—				(923		)
Proceeds from issuance of treasury stock	31				—				—				31
Payment of dividends to stockholders	(186		)		—				—				(186		)
Proceeds from exercise of equity awards and employee stock purchase plan	166				—				—				166
Changes in controlled subsidiaries, net	—				—				(62		)		(62		)
Transfers (to) from related parties	1,415				(785		)		(630		)		—
Other, net	(3		)		(10		)		(2		)		(15		)
Net cash used in financing activities	—				(795		)		(694		)		(1,489		)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents	—				(71		)		(68		)		(139		)
Net decrease in cash, cash equivalents, and restricted cash and cash equivalents	—				(131		)		(81		)		(212		)
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year	—				1,321				1,596				2,917
Cash, cash equivalents, and restricted cash and cash equivalents at end of year	$	—			$	1,190			$	1,515			$	2,705

F- 52

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2017

	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Consolidated
	(In millions)
Operating activities:
Net cash provided by operating activities	$	—			$	1,312			$	533			$	1,845
Investing activities:
Capital expenditures, including internal-use software and website development	—				(546		)		(164		)		(710		)
Purchases of investments	—				(1,222		)		(589		)		(1,811		)
Sales and maturities of investments	—				875				221				1,096
Acquisitions, net of cash and restricted cash acquired	—				(168		)		(1		)		(169		)
Transfers (to) from related parties	—				(5		)		5				—
Other, net	—				7				6				13
Net cash used in investing activities	—				(1,059		)		(522		)		(1,581		)
Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs	990				—				—				990
Purchases of treasury stock	(312		)		—				—				(312		)
Payment of dividends to stockholders	(176		)		—				—				(176		)
Proceeds from exercise of equity awards and employee stock purchase plan	228				—				1				229
Changes in controlled subsidiaries, net	—				—				(18		)		(18		)
Transfers (to) from related parties	(725		)		605				120				—
Other, net	(5		)		(15		)		(5		)		(25		)
Net cash provided by financing activities	—				590				98				688
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents	—				36				111				147
Net increase in cash, cash equivalents, and restricted cash and cash equivalents	—				879				220				1,099
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year	—				442				1,376				1,818
Cash, cash equivalents, and restricted cash and cash equivalents at end of year	$	—			$	1,321			$	1,596			$	2,917

F- 53

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2016

	Parent				Guarantor Subsidiaries				Non-Guarantor Subsidiaries				Consolidated
	(In millions)
Operating activities:
Net cash provided by operating activities	$	—			$	939			$	610			$	1,549
Investing activities:
Capital expenditures, including internal-use software and website development	—				(635		)		(114		)		(749		)
Purchases of investments	—				—				(45		)		(45		)
Sales and maturities of investments	—				38				23				61
Acquisitions, net of cash acquired	—				—				(1		)		(1		)
Transfers (to) from related parties	—				(173		)		173				—
Other, net	—				(50		)		66				16
Net cash provided by (used in) investing activities	—				(820		)		102				(718		)
Financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs	(2		)		—				—				(2		)
Payment of HomeAway Convertible Notes	—				(401		)		—				(401		)
Purchases of treasury stock	(456		)		—				—				(456		)
Payment of dividends to stockholders	(150		)		—				—				(150		)
Proceeds from exercise of equity awards and employee stock purchase plan	141				—				—				141
Changes in controlled subsidiaries, net	—				—				208				208
Transfers (to) from related parties	468				(118		)		(350		)		—
Other, net	(1		)		(2		)		(28		)		(31		)
Net cash used in financing activities	—				(521		)		(170		)		(691		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents	—				(15		)		(20		)		(35		)
Net increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents	—				(417		)		522				105
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of year	—				859				854				1,713
Cash, cash equivalents, and restricted cash and cash equivalents at end of year	$	—			$	442			$	1,376			$	1,818

F- 54