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SectIOn Commission file number 000-51447 c1f EXPEDIA INC washington DC account managers and local hotel market managers work directly with travel

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and exclusive of and without any deduction for, or on account of, any taxes, would otherwise be payable to You by Expedia or the guest as a result of the

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invoice Expedia in accordance with this Section A 3 for any amounts with account information and preferred payment and notice practices, each to the

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The benefits that you will receive as a member of TAAP (see Section 2) an Account or Accounts with a unique username and password you and your

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'Expedia, Inc ' means Expedia, Inc, whose registered office is at 333 108th Avenue NE Bellevue, WA 98004, reasonable, taking account all the circumstances

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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 r eview any of these forward-looking statements, whether as a result of new information, future events or oth erwise, 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 othe r 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, 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 subsidi aries that feature the world's broadest supply portfolio - with more than 590,000 properties, including more than 150,000 of H omeAway's nearly 1.5 million online bookable vacation rental listings, in 200 countries and territories, over 550 air lines, packages, rental cars, cruises, insurance, as well as

destination services and activities. Travel suppliers distribute and market products via our desktop and mobil

e 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 local ized websites in 33 countries; • Hotels.com®, a leading global lodging expert operating 90 localized w ebsites in 41 languages with its award winning

Hotels.com® Rewards loyalty program;

• Expedia® Affiliate Network ("EAN"), a global business-to-business ("B2B") brand that powers the hotel business of hundreds of leading airlines, travel agencies, loyalty and corporate tra vel 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 vacation rental industry, which also includes the VRBO,

VacationRentals.com and BedandBreakfast.com brands, among others; • Egencia®, a leading corporate travel management company; • Orbitz® and CheapTickets®, leading U.S. travel websites, as well as ebookers®, a ful l-service travel brand with websites in seven European countries; • Travelocity®, a leading online travel brand in the United States and C anada;

2• 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® Media Solutions, the advertising sales division of Expedia,

Inc. 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 a thousand destinations worldwide; • Expedia® CruiseShipCenters®, a provider of exceptional value and e xpert advice for travelers booking cruises and vacations through its network of over 250 retail travel agency franchise s across North America; and • SilverRail Technologies, Inc., provider of a global rail retail and distribution pla tform connecting rail carriers and suppliers to both online and offline travel distributors.

Equity Ownership and Voting Control

As of December 31, 2017, there were 138,939,100 shares of Expedia common stock and 12,799,999 shares of Expedia Class B common stock outstanding. Expedia stockholders are entitled to o ne vote for each share of common stock and ten votes

for each share of Class B common stock outstanding. As of December 31, 2017, Liberty Expedia Holdings, Inc. ("Liberty

Expedia Holdings"), through its wholly-owned subsidiaries, held appr oximately 8% of Expedia's outstanding common stock

and 100% of Expedia'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's outstanding common stock). Barry Diller, Chairman and Senior Executive

of Expedia holds an irrevocable proxy granted by Liberty Expedia Holding s, pursuant to which Mr. Diller has the right to vote the Expedia securities held by Liberty Expedia Holdings and its subsidia ries (the "Diller Proxy"), which proxy has been assigned by Mr. Diller to Liberty Expedia Holdings until the earlier of May 4, 2018 or the occurrence of certain termination events. As of December 31, 2017, as a result of their agreements and respective holdings in Expedia, Mr. Diller and Liberty Expedia Holdings may be deemed to share voting power over securities rep resenting approximately 54% of the combined voting power of the outstanding Expedia 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's stockholders (other than with respect to the election by the Expedia common stockholders of 25% of the members of Exp edia's Board of Directors and certain matters as to which a separate class vote of the holders of Expedia common stock or Ex pedia preferred stock is required under Delaware law). Upon the termination or expiration of the assignment of the Dille r 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, 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 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's ratio of total debt to EBITDA, as defined

therein, equals or exceeds eight to one.

Market Opportunity & Business Strategy

Expedia is the world's largest online travel company, yet our gross bookings represent only about 6% of total worldwide

travel spending. Phocuswright estimates global travel spending at approx imately $1.6 trillion in 2018, with an increasing share

booked through online channels each year. We have built, and continue to build, a broad and deep supply portfolio w

hich today

includes more than 590,000 properties, including over 150,000 of HomeAway's nearly 1.5 million online bookable vacation

rental listings, over 550 airlines and numerous car rental companies, cr uise companies and other travel suppliers. We believe the strength of our brand portfolio as well as our enhanced pr oduct offerings and new channel penetration drives customer demand, which when combined with our global scale and br oad based supply, give us a unique advantage in

addressing the ongoing migration of travel bookings from offline to online around the world. With our unmatched global

audience of travelers, and our deep and broad selection of travel produc ts, there is a rich interplay between supply and demand in our global marketplace that helps us provide value to both travelers planning trips and supply partners wanting to grow their business through a better understanding of travel retailing and consumer demand in addition to reaching consumers in markets

3beyond their reach. Our primary growth drivers are global expansion, inc

luding of our supply portfolio, technology and product innovation, and new channel penetration and expansion.

Portfolio of Brands

Expedia operates a strong brand portfolio with global reach, targeting a broad range of travelers, travel suppliers and

advertisers. We know that consumers typically visit multiple travel websites prior to booking travel, and having a multi-brand strategy increases the likelihood that those consumers will visit one or more of our websites. We also market to consumers through a variety of channels, including internet search and metasearch and social media websites, and having multiple brands appear in search results also increases the likelihood of attracting vis itors. Our brands tailor their product offerings and websites to particular traveler demographics. For example, Hotwire finds deep dis count deals for the budget-minded travel shopper

while our Classic Vacations brand targets high-end, luxury travelers. Brand Expedia spans the widest swath of

potential customers with multi-product travel options across a broad value spectru m, while our Hotels.com brand focuses specifically on a hotel only product offering. Brand Expedia. A leading full-service online travel brand with localized websites in 33 countries offering a wide

selection of travel products and services. Through an award-winning mobile app and Expedia-branded websites, travel

ers have access to the latest technology that delivers airline tickets, lodging, car rentals, rail, cruises, insurance and many things to do - such as airport transfers, activities and tours - from hundreds of thous ands of suppliers, on both a standalone and package bas is. Across the more than 20 years that Expedia has been helping people trave l with confidence and ease, the company has learned that travelers benefit when Expedia continually improves and optimizes i ts offering, to ensure that travelers the world over can book the trip they need, in the manner they choose, at any point and sav e. That commitment has propelled Expedia to a leadership position within travel, and ensures that Expedia can continue to help millions of travelers experience the world.

Hotels.com.

Hotels.com focuses entirely on marketing and distributing lodging accom modations. Hotels.com, with 90 localized websites worldwide in 41 languages worldwide and market leadin g mobile apps on all major platforms, offers travelers a broad selection of lodging options. Because of its single pr oduct offering, Hotels.com is often our first entry point into a region allowing us to evaluate the market opportunity prior to ad ding additional brands and product offerings.

Hotels.com Rewards

, the loyalty program established in 2008, offers travelers the ability to earn one free night for every ten

nights stayed.

Expedia Affiliate Network. EAN is the purely partner-focused arm of Expedia, Inc. EAN partners with businesses across a

wide range of verticals including loyalty programs, airlines, travel age nts and online retailers who remarket EAN's accommodation rates and availabilities to their travelers. Partners can access EAN accommodations in the way that best suits their business, whether that is a fully customizable environment through EAN's API or an 'off-the-shelf,' white-label or co- branded template solution offering.

trivago. trivago is our majority-owned hotel metasearch company, based in Dusseldorf, Germany. The online platform

gives travelers access to price comparisons from more than 400 booking w ebsites for over 1.8 million hotels in over 190 countries. Officially launched in 2005, trivago is a leading global brand in hotel se arch and can be accessed worldwide via 55 localized websites and apps in 33 languages. Subsequent to its initial p ublic offering ("IPO") in December 2016, the company is listed on the Nasdaq Global Select Market and trades under the symbol "TRVG."

HomeAway.

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