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2019 Annual Report

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2019 Annual Report TM 2019 ANNUAL REPORT TM TM TM BOARD OF DIRECTORS DIRECTOR EMERITUS STOCKHOLDER INFORMATION Annual Meeting Barry Diller Jonathan L. Dolgen Chairman and Senior Executive Expedia Principal The annual meeting of stockholders Group, Inc. and IAC/InterActiveCorp Wood River Ventures, LLC will be held via audio webcast on June 10, 2020 at 9:00 a.m. Pacific Peter M. Kern Online audio webcast: Vice Chairman and Chief Executive Officer OFFICERS www.virtualshareholdermeeting.com/ Expedia Group, Inc. EXPE2020 Barry Diller Samuel Altman Chairman and Senior Executive Stock Market Listing Chief Executive Officer Expedia Group, Inc.’s common stock Open AI Peter M. Kern is traded on the Nasdaq Global Select Vice Chairman and Chief Market under the symbol “EXPE.” Susan C. Athey Executive Officer Economics of Technology Professor Registrar and Transfer Agent Stanford Graduate School of Business Eric M. Hart Computershare Chief Financial Officer and Chief Stockholder correspondence should A. George (Skip) Battle Strategy Officer be mailed to: Chairman Computershare Fair Isaac Corporation Robert J. Dzielak P.O. Box 505000 Chief Legal Officer and Secretary Louisville, KY 40233 Chelsea Clinton Vice Chair Lance A. Soliday Overnight correspondence should be Clinton Foundation Senior Vice President, mailed to: Chief Accounting Officer Computershare Jon T. Gieselman and Controller 462 South 4th Street Suite 1600 Vice President of Services Marketing Louisville, KY 40202 Apple, Inc. Computershare stockholder website: Craig A. Jacobson https://www-us.computershare.com/- Partner investor Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, Kaller Computershare stockholder & Gellman, L.L.P. online inquiries: https://www-us.computershare.com/- Dara Khosrowshahi Investor/Contact Bringing the world Chief Executive Officer Uber Technologies, Inc. Computershare Toll Free Number 866-202-9254 within reach Greg Mondre U.S. 781-575-2694 Co-Chief Executive Officer Silver Lake Independent Registered Public Accounting Firm David Sambur Ernst & Young LLP Co-Lead Partner, Private Equity 920 5th Avenue Apollo Global Management Suite 900 Seattle, WA Alexander von Furstenberg 98104 Founder and Chief Investment Officer Ranger Global Advisors, LLC Investor Inquiries All inquiries can be directed Julie Whalen as follows: Executive Vice President and Chief (206) 481-3759 Financial Officer ir@expediagroup.com This annual report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking Williams-Sonoma, Inc. statements reflect the views of our management regarding expectations about future events and are based on then available information. Actual results could Corporate Headquarters differ materially. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking 1111 Expedia Group Way W. statements; however, these words are not the exclusive means of identifying such statements. These forward-looking statements are inherently subject to Seattle, WA 98119 uncertainties, risks and changes in circumstances that are difficult to predict. Please carefully review and consider the various disclosures made in our Annual (206) 481-7200 Report on Form 10-K enclosed herein and in our other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may impact future results. The logos on the front cover are service marks or trademarks of Expedia, Inc. and/or its affiliated companies. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________ Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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.) 1111 Expedia Group Way W Seattle, WA 98119 (Address of principal executive office) (Zip Code) Registrant’s telephone number, including area code: (206) 481-7200 _______________________________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, $0.0001 par value EXPE The Nasdaq Global Select Market Expedia Group, Inc. 2.500% Senior Notes due 2022 EXPE22 New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of June 30, 2019, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $15,872,910,000. 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 31, 2020 were Class approximately, Common stock, $0.0001 par value per share 134,465,673 shares Class B common stock, $0.0001 par value per share 5,523,452 shares Documents Incorporated by Reference Document Parts Into Which Incorporated Portions of the definitive Proxy Statement for the 2020 Annual Meeting of Stockholders (Proxy Statement) Part III Expedia Group, Inc. Form 10-K For the Year Ended December 31, 2019 Contents Part I Item 1 Business 1 Item 1A Risk Factors 9 Item 1B Unresolved Staff Comments 27 Item 2 Properties 27 Item 3 Legal Proceedings 27 Item 4 Mine Safety Disclosures 33 Part II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 33 Securities Item 6 Selected Financial Data 36 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A Quantitative and Qualitative Disclosures About Market Risk 54 Item 8 Consolidated Financial Statements and Supplementary Data 56 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 56 Item 9A Controls and Procedures 56 Item 9B Other Information 58 Part III Item 10 Directors, Executive Officers and Corporate Governance 58 Item 11 Executive Compensation 58 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 58 Item 13 Certain Relationships and Related Transactions, and Director Independence 58 Item 14 Principal Accountant Fees and Services 58 Part IV Item 15 Exhibits, Consolidated Financial Statements and Financial Statement Schedules 58 Item 16 Form 10-K Summary 65 Signatures 66 [This page intentionally left blank] Expedia Group, Inc. Form 10-K For the Year Ended December 31, 2019 Part I. Item 1. Business We refer to Expedia Group, Inc. and its subsidiaries collectively as “Expedia Group,” the “Company,” “us,” “we” and “our” in this Annual Report on Form 10-K. Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in the section entitled “Risk Factors” as well as those discussed elsewhere in this report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should
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