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2017 Annual Report

TM TM TM

This annual report contains "forward-looking statements" within the meaning of the Private Securities Litig

ation Reform Act of 1995. These forward-looking

statements reflect the views of our management regarding expectations about future events and are based on then available information. Actual results could

differ materially. 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. These forward-looking statements are inherently subject to

uncertainties, risks and changes in circumstances that are difficult to predict. Please carefully review and consider the various disclosures made in our Annual

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 OF1934

For the fiscal year ended December 31, 2017

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, INC.

(Exact name of registrant as specified in its charter)

Delaware20-2705720

(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)

333 108th Avenue NE

Bellevue, WA 98004

(Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (425) 679-7200 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 valueThe Nasdaq Global Select Market Expedia, Inc. 2.500% Senior Notes due 2022New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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 report s 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 requireme nts for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronical ly and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period th at the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to It em 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 filerAccelerated filer

Non-accelerated filer (Do not check if a smaller reporting company)Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the ex

tended transition period for complying with any new or revised financial accounting standa rds provided pursuant to Section 13(a) of the

Exchange Act.

Indicate by check mark whether the registrant is a shell company (as de fined in Rule 12b-2 of the Exchange

Act). Yes

No

As of June 30, 2017, the aggregate market value of the registrant's common equity held by non-affiliates was

approximately $18,137,071,000. For the purpose of the foregoing calculat ion only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant. ClassOutstanding Shares at January26, 2018 were approximately, Common stock, $0.0001 par value per share139,033,403 shares Class B common stock, $0.0001 par value per share12,799,999 shares

Documents Incorporated by Reference

DocumentParts Into Which Incorporated

Portions of the definitive Proxy Statement for the 2018 Annual Meeting ofStockholders (Proxy Statement)Part III

Expedia, Inc.

Form 10-K

For the Year Ended December 31, 2017

Contents

Part I

Item 1

Business

Item 1A

Risk Factors

Item 1B

Unresolved Staff Comments

Item 2

Properties

Item 3

Legal Proceedings

Item 4

Mine Safety Disclosures

Part II

Item 5

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

Item 6

Selected Financial Data

Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

Item 8

Consolidated Financial Statements and Supplementary Data

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A

Controls and Procedures

Item 9B

Other Information

Part III

Item 10

Directors, Executive Officers and Corporate Governance

Item 11

Executive Compensation

Item 12

Security Ownership of Certain Beneficial Owners and Management and Relat ed Stockholder Matters

Item 13

Certain Relationships and Related Transactions, and Director Independence

Item 14

Principal Accountant Fees and Services

Part IV

Item 15

Exhibits, Consolidated Financial Statements and Financial Statement Sche dules

Signatures1

10 26
26
26
36
36
39
39
61
62
62
62
65
65
65
65
65
65
65
70

1Expedia, Inc.

Form 10-K

For the Year Ended December 31, 2017

Part I. Item 1.

Business

We refer to Expedia, Inc. and its subsidiaries collectively as "Expedi a," 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" w ithin the meaning of the Private Securities

Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management reg

arding current expectations and projections about future events and are based on curren tly 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 state ments. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others, generally identify fo rward-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 rquotesdbs_dbs10.pdfusesText_16

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