Expedia : Annual report which provides a comprehensive overview of the company for the past year

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

Form 10-K

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission file number: 001-37429 _______________________________________________

EXPEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-2705720
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

333 108th Avenue NE

Bellevue, WA 98004

(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code:

[phone] _______________________________________________ Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Name of each exchange on which registered:

Common stock, $0.0001 par value Expedia Group, Inc. 2.500% Senior Notes due 2022

The Nasdaq Global Select Market

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of June 30, 2018, the aggregate market value of the registrant's common equity held by non-affiliates was approximately $14,376,116,000. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant.

Outstanding Shares at January 25,

Class	2019 were approximately,
Common stock, $0.0001 par value per share	134,390,305 shares
Class B common stock, $0.0001 par value per share	12,799,999 shares
Document	Parts Into Which Incorporated
Portions of the definitive Proxy Statement for the 2019 Annual Meeting of Stockholders (Proxy
Statement)

Documents Incorporated by Reference

Part III

Expedia Group, Inc.

Form 10-K

For the Year Ended December 31, 2018

Contents

Part I

Item 1	Business	1
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	26
Item 2	Properties	27
Item 3	Legal Proceedings	27
Item 4	Mine Safety Disclosures	33
Item 5	34
Item 6	36
Item 7	36
Item 7A	56
Item 8	58
Item 9	58
Item 9A	58
Item 9B	60
Item 10	Directors, Executive Officers and Corporate Governance	60
Item 11	Executive Compensation	60
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
Item 13	Certain Relationships and Related Transactions, and Director Independence	60
Item 14	Principal Accountant Fees and Services	60
Item 15	60
Item 16	65
Signatures	66

Part II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data

Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk

Consolidated Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures

Other Information

Part IIIPart IV

Exhibits, Consolidated Financial Statements and Financial Statement Schedules Form 10-K Summary

Expedia Group, Inc.

Form 10-K

For the Year Ended December 31, 2018

Part I. Item 1. Business

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

Forward-Looking Statements

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in the section entitled "Risk Factors" as well as those discussed elsewhere in this report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission ("SEC") that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

Management Overview

General Description of our Business

Expedia Group, Inc. is an online travel company, empowering business and leisure travelers through technology with the tools and information they need to efficiently research, plan, book and experience travel. We seek to grow our business through a dynamic portfolio of travel brands, including our majority-owned subsidiaries that feature the world's broadest supply portfolio - with more than one million properties, including more than 370,000 of HomeAway's over 1.8 million online bookable vacation rental listings, in 200 countries and territories, over 500 airlines, packages, rental cars, cruises, insurance, as well as destination services and activities. Travel suppliers distribute and market products via our desktop and mobile offerings, as well as through alternative distribution channels, our private label business and our call centers in order to reach our extensive, global audience. In addition, our advertising and media businesses help other businesses, primarily travel providers, reach a large audience of travelers around the globe.

Our portfolio of brands includes:

• • Expedia.com®, a leading full service online travel company with localized websites in over 30 countries;

• • Hotels.com®, a leading global lodging expert operating 90 localized websites in 41 languages with its award winning Hotels.com® Rewards loyalty program;

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

• • trivago®, a leading online hotel metasearch platform with websites in 55 countries worldwide;

• • HomeAway®, a global online marketplace for the alternative accommodations industry, which also includes the VRBO brand, among others;

• • Egencia®, a leading corporate travel management company;

• • Orbitz® and CheapTickets®, leading U.S. travel websites, as well as ebookers®, a full-service travel brand with websites in seven European countries;

• • Travelocity®, a leading online travel brand in the United States and Canada;

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• • Hotwire®, a leading online travel website offering spontaneous travel through Hot Rate® deals;

• • Wotif Group, a leading portfolio of travel brands including Wotif.com®, Wotif.co.nz, lastminute.com.au®, lastminute.co.nz and travel.com.au®;

• • Expedia® Group Media Solutions, the advertising sales division of Expedia Group that builds creative media partnerships and enables brand advertisers to target a highly-qualified audience of travel consumers;

• • CarRentals.com™, a premier online car rental booking company with localized websites in four countries;

• • Classic Vacations®, a top luxury travel specialist;

• • Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in over 2,000 destinations worldwide;

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

• • SilverRail Technologies, Inc., provider of a global rail retail and distribution platform connecting rail carriers and suppliers to both online and offline travel distributors.

Equity Ownership and Voting Control

As of December 31, 2018, there were 134,334,400 shares of Expedia Group common stock and 12,799,999 shares of Expedia Class B common stock outstanding. Expedia Group stockholders are entitled to one vote for each share of common stock and ten votes for each share of Class B common stock outstanding. As of December 31, 2018, Liberty Expedia Holdings, Inc. ("Liberty Expedia Holdings"), through its wholly-owned subsidiaries, held approximately 8% of Expedia Group's outstanding common stock and 100% of Expedia Group's outstanding Class B common stock (or, assuming conversion of all shares of Class B common stock into shares of common stock, held 16% of Expedia Group's outstanding common stock). Barry Diller, Chairman and Senior Executive of Expedia Group holds an irrevocable proxy granted by Liberty Expedia Holdings, pursuant to which Mr. Diller has the right to vote the Expedia Group securities held by Liberty Expedia Holdings and its subsidiaries (the "Diller Proxy"), which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings until the earlier of May 4, 2019 or the occurrence of certain termination events. As of December 31, 2018, as a result of their agreements and respective holdings in Expedia Group, Mr. Diller and Liberty Expedia Holdings may be deemed to share voting power over securities representing approximately 55% of the combined voting power of the outstanding Expedia Group capital stock.

By virtue of the voting power of an irrevocable proxy granted to Mr. Diller by John C. Malone and Leslie Malone over their shares in Liberty Expedia Holdings and the governance arrangements at Liberty Expedia Holdings, during the period the assignment of the Diller Proxy and the proxy granted him by the Malones are in effect, Mr. Diller is effectively able to control the outcome of nearly all matters submitted to a vote or for the consent of Expedia Group's stockholders (other than with respect to the election by the Expedia Group common stockholders of 25% of the members of Expedia Group's Board of Directors and certain matters as to which a separate class vote of the holders of Expedia Group common stock or Expedia Group preferred stock is required under Delaware law). Upon the termination or expiration of the assignment of the Diller Proxy (unless the Diller Proxy itself has terminated), Mr. Diller will continue to be able to control the outcome of such matters. In addition, pursuant to the Amended and Restated Governance Agreement, dated as of December 20, 2011, as amended, among Expedia Group, Liberty Expedia Holdings and Mr. Diller, each of Mr. Diller and Liberty Expedia Holdings generally has the right to consent to certain significant corporate actions in the event that Expedia Group or any of its subsidiaries incurs any new obligations for borrowed money within the definition of "total debt" set forth in the Governance Agreement for as long as Expedia Group's ratio of total debt to EBITDA, as defined therein, equals or exceeds eight to one.

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

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