EXPEExpedia Group

Your disclosure in Note (a) indicates that you changed your methodology for the computation of the effective tax rate on pretax adjusted net income to a long-term projected tax rate, effective January 1, 2023. Please explain to us how you determined your non-GAAP financial measure complies with Question 102.11 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial

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Measures. In this regard, Question 102.11 states, in part, that “If a measure is a performance measure, the registrant should include current and deferred income tax expense commensurate with the non-GAAP measure of profitability.”

We respectfully acknowledge the comment above and provide clarification. Beginning in 2023, we changed our methodology for computing the effective tax rate used in the calculation of Adjusted Net Income, our non-GAAP performance measure of profitability, from a “pro-forma” rate to a long-term projected tax rate which we believe better reflects our long-term tax structure and will provide consistency across reporting periods.

We respectfully advise the Staff that our non-GAAP long-term projected tax rate is computed inclusive of both current and deferred income taxes consistent with Question

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102.11 for a performance measure. The non-GAAP long-term projected rate is based on our GAAP forecasts, adjusted to account for items excluded from Adjusted Net Income, as well as the effects of significant non-recurring and period specific tax items which vary in size and frequency. Thus, the long-term projected rate used in the calculation of Adjusted Net Income is computed as a total tax rate inclusive of both current and deferred tax expense, consistent with a GAAP effective tax rate.

To provide additional clarity about the long-term projected rate, we will modify our disclosure as follows (emphasis added for clarifications):

Effective January 1, 2023, we changed our methodology for the computation of the effective tax rate used in the calculation of adjusted net income to a long-term projected tax rate as we believe this tax rate provides better consistency across reporting periods and produces results that are reflective of Expedia Group’s long-term effective tax rate. This projected effective tax rate is a total tax rate and eliminates the effects of non-recurring and period specific income tax items which can vary in size and frequency. We apply this tax rate to pretax income, as adjusted commensurate with our Adjusted Net Income definition. Based on our current long-term projections in 2023, we are using a 21.5% effective tax rate to compute Adjusted Net Income.

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Please provide a reconciliation of the per share Adjusted earnings per share attributable to Expedia Group, Inc. to per share GAAP diluted earnings per share. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.05 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

We acknowledge the Staff's comment and in response the Company will revise the presentation in future filings, beginning with our next Form 8-K furnished to present first quarter of 2024 financial results, to include a reconciliation of the per share Adjusted earnings per share attributable to Expedia Group, Inc. to per share GAAP diluted earnings per share. Read in the reply ↗

Please provide your analysis as to the applicability of Exchange Act Rule 13e-3 to the transaction, including any reliance on the exceptions to the rule's applicability. In this regard, we note that cash will be paid in lieu of any fractional shares of Expedia Group common stock. Specifically address that the exception in Rule 13e-3(g)(2) requires that security holders be offered or receive only an equity security.

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Please also address: (i) the number of Liberty Expedia Holdings, Inc. security holders who, giving effect to the exchange ratio, would be subject to cash disposition of fractional interests; and (ii) the estimated amount of cash payable to dispose of the fractional interests; and the (iii) the number of Liberty Expedia security holders, if any, who would be effectively cashed out after giving effect to the cash disposition of fractional interests. Refer to Question and Answer 11 in Exchange Act Release No. 34-17719 (April 13, 1981), which addresses only a scenario where security holders are offered an election to receive cash.

We respectfully advise the Staff that, after considering the Staff’s comment, and in light of Expedia Group’s and Liberty Expedia’s desire to hold the Liberty Expedia stockholder meeting to consider the merger agreement as expeditiously as possible, the parties to the merger agreement have entered into Amendment No. 1 to Agreement and Plan of Merger, dated as of June 5, 2019 (the “Amendment”). The Amendment, among other things, eliminates the payment of cash in lieu of fractional shares of Expedia Group common stock otherwise issuable pursuant to the first merger.

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Under the merger agreement as amended, each share of Liberty Expedia common stock will be converted into the right to receive a number of shares of Expedia Group common stock such that each holder of record of shares of Liberty Expedia Series A common stock or Liberty Expedia Series B common stock shall have the right to receive, in the aggregate, a number of shares of Expedia Group common stock equal to the product of the total number of shares of such series of Liberty Expedia common stock held of record by such holder immediately prior to the first merger multiplied by an exchange ratio equal to 0.36, with such product rounded up to the next whole share of Expedia Group common stock. The disclosure in S-4 Amendment No. 1 has been revised to reflect the Amendment.

Under the merger agreement as amended, no record holder of Liberty Expedia common stock would be subject to cash disposition of fractional interests and, consequently, no such holder will be cashed out.

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We note that your forum selection provision identifies a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or

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Exchange Act. If so, state that there is uncertainty as to whether a court would enforce the provision. If the provision applies to Securities Act claims, also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In this regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

In response to the Staff’s comment, the disclosure on pages 129 and 130 of S-4 Amendment No. 1 has been revised. Read in the reply ↗

Please clarify the state court selected in your exclusive forum provision. In this regard, we note that your bylaws reference “a state court located within the State of Delaware” but your disclosure references the Court of Chancery of the State of Delaware.

In response to the Staff’s comment, the disclosure

* * * * * *

We hope that the foregoing, and the revisions set forth in S-4 Amendment No. 1, have been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1155 or by email at EJLee@wlrk.com, or my colleague Andrew J. Nussbaum at (212) 403-1269 or by email at AJNussbaum@wlrk.com. Read in the reply ↗

Please disclose how any transaction-related taxes are factored into the determination of your transaction prices pursuant to ASC 606-10-32-2A, including whether you have elected to exclude all taxes assessed by a governmental authority from the measurement of the transaction prices that are imposed on your travel related services or collected by you from customers.

The Company acknowledges the Staff’s comment and we have reviewed the requirements of ASC 606-10-32-2A, which requires the disclosure of an accounting policy election to exclude transaction-related taxes pertaining to the measurement of transaction prices for revenue-producing transactions or collections from customers. We have elected to 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).

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In future filings, beginning with our next Quarterly Report on Form 10-Q, we will revise our revenue recognition footnote disclosures to include this policy election.

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We note that you disclose and discuss revenue by segment on page 49. Please revise your MD&A section to also discuss the changes in results of operations by segment. In this regard, you should discuss any significant changes in costs and profitability measure related to each segment, such as Adjusted EBITDA, which is disclosed in Note 19 to the financial statements as your primary operating metric for your segments,

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or operating income. See Item 303(A) of Regulation S-K.

The Company acknowledges the Staff's comment and in response, in future filings, beginning with our next Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, we will include a table detailing Adjusted EBITDA, our primary operating metric, by segment as well as add discussion of the drivers of any significant changes in Adjusted EBITDA by segment. In addition, we will add additional disclosure including the definition and reconciliation to the most directly comparable GAAP financial measure of Adjusted EBITDA as required for the newly added non-GAAP information.

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Using our most recent quarterly results as an example, we have provided our sample disclosure for the quarter ended March 31, 2017 compared to 2016 as set forth on Attachment A to this letter.

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Please revise to include fair value measurement disclosures related to assets and liabilities measured at fair value on a non-recurring basis, such as the indefinite lived intangible assets that were impaired during 2016. See requirements in ASC 820-10-50-2.

The Company acknowledges the Staff’s comment and we have reviewed the disclosure requirements of ASC 820-10-50-2 in light of the comment. Upon our review, we respectfully believe that the Company's consolidated financial statements include the significant disclosure requirements related to assets measured at fair value on a non-recurring basis in the footnotes, albeit outside of the referenced Note 5 – Fair Value Measurements.

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For example, our disclosures of the indefinite lived intangible assets impairment on page F-26, in Note 7 – Goodwill and Intangible Assets, Net, includes the required measurement date disclosure and reason for the measurement and impairment. In addition, on page F-13, Note 2 – Significant Accounting Policies, our disclosure includes the valuation techniques for such assets. However, we acknowledge that the disclosure requirements relating to the level within the hierarchy of the fair value measurements (Level 3) and the fair value measurement at the measurement date ($76 million) were not included and that aggregating the information into one location would be helpful to the reader of the financial statements. In future filings, as applicable, we will revise our fair value measurement footnote disclosures to include the aggregate of any such non-recurring fair value measurements into the Fair Value Measurements footnote, and ensure completeness of the required disclosures, as requested by the Staff.

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Please revise to disclose your revenue by product or service in accordance with ASC 28010-50-40.

We acknowledge the Staff’s comment and have reviewed the requirements of ASC 280-10-50-40, which requires that revenues from external customers for each product or service or each group of similar products and services be reported separately unless it is impracticable to do so.

We note that, in our MD&A section on pages 40-41 of our Form 10-K for the fiscal year ended December 31, 2016, we disclose the percentage of total revenue for Hotel, HomeAway, Air and Advertising and Media.

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In addition, on page 50, we disclose revenue by business model components: Merchant, Agency, Advertising and Media and HomeAway. These categories also align with our discussion of revenue recognition in Note 2 – Significant Accounting Policies in our notes to consolidated financial statements. However, in response to the Staff’s comment, we have evaluated our entity-wide disclosures regarding revenue from similar products and services in our consolidated financial statements and will present disclosures in the segment footnote in the notes to consolidated financial statements in future filings, beginning with our next Annual Report on Form 10-K. Using our most recent annual results as an example, we have provided indicative disclosure below.

Revenue by groups of products and services are as follows:

Year ended December 31,

2016

2015

2014

($ in thousands)

Lodging(1)

$

6,020,668

4,638,481

4,046,632

Advertising and media

807,383

565,704

479,219

Air

777,696

566,123

468,225

Other(2)

1,167,817

902,009

769,409

Total revenue

8,773,564

6,672,317

5,763,485

(1) During the first quarter of 2017, we began disclosing lodging revenue, which includes both hotel accommodations as well as alternative accommodations primarily made through HomeAway.

(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.

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We note that in the Financial Summary and Operating Metrics section on page 1, you present Adjusted EBITDA prior to operating and net loss as calculated in accordance with GAAP. To avoid giving undue prominence to this non GAAP measure, please revise to present the most directly comparable GAAP measure, presumably net income (loss), prior to the presentation of this non-GAAP measure.

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We also note that in your reconciliation of Adjusted EBITDA on page 21, you begin the reconciliation with the non-GAAP measure rather than the GAAP measure. Please revise to begin the reconciliation with the most directly comparable GAAP measure, net income (loss). See

We acknowledge the Staff's comment and in response the Company will revise the presentation in future filings, beginning with our next Form 8-K furnished to present second quarter of 2017 financial results, to reorder Adjusted EBITDA so it appears under operating and net income (loss) in our Financial Summary and Operating Metrics section and will also begin the reconciliation of the non-GAAP measure with the most directly comparable GAAP measure, net income (loss). Read in the reply ↗