NOTE 12 — Stockholders’ Equity

Common Stock and Class B Common Stock

Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.0001 per share, and 400 million shares of Class B common stock with par value of $0.0001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors, and generally vote together on all matters. Common stock is entitled to 1 vote per share and Class B common stock is entitled to 10 votes per share. Holders of common stock, voting as a single, separate class are entitled to elect 25% of the total number of directors. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Expedia Group, Inc., the holders of both classes of common stock have equal rights to receive all the assets of Expedia Group, Inc. after the rights of the holders of the preferred stock, if any, have been satisfied.

Preferred Stock

As of December 31, 2018 and 2017, we have no preferred stock outstanding.

Share Repurchases

During 2012, 2010, and 2006, our Board of Directors, or the Executive Committee, acting on behalf of the Board of Directors, authorized a repurchase of up to 20 million outstanding shares of our common stock during each of the respective years, during 2015 authorized a repurchase of up to 10 million shares of our common stock, and during 2018 authorized a repurchase of up to 15 million shares of our common stock for a total of 85 million shares. Shares repurchased under the authorized programs were as follows:



	Year Ended December 31,
	2018		2017		2016
Number of shares repurchased	7.7 million		2.3 million		4.0 million
Average price per share	$	117.02	$	127.04	$	109.64
Total cost of repurchases (in millions)⁽¹⁾	$	903	$	294	$	436

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(1)	Amount excludes transaction costs.

As of December 31, 2018, 12.2 million shares remain authorized for repurchase under the 2018 authorization with no fixed termination date for the repurchases.

Dividends on our Common Stock

In 2018, 2017 and 2016, the Executive Committee, acting on behalf of the Board of Directors, declared and paid the following dividends:



	Declaration Date	Dividend Per Share		Record Date	Total Amount (in millions)		Payment Date
Year ended December 31, 2018:
	February 7, 2018	$	0.30	March 8, 2018	$	46	March 28, 2018
	April 24, 2018	0.30		May 24, 2018	45		June 14, 2018
	July 23, 2018	0.32		August 23, 2018	47		September 13, 2018
	October 19, 2018	0.32		November 15, 2018	48		December 6, 2018
Year ended December 31, 2017:
	February 7, 2017	$	0.28	March 9, 2017	$	42	March 30, 2017
	April 26, 2017	0.28		May 25, 2017	43		June 15, 2017
	July 26, 2017	0.30		August 24, 2017	45		September 14, 2017
	October 25, 2017	0.30		November 16, 2017	46		December 7, 2017
Year ended December 31, 2016:
	February 8, 2016	$	0.24	March 10, 2016	$	36	March 30, 2016
	April 26, 2016	0.24		May 26, 2016	36		June 16, 2016
	July 27, 2016	0.26		August 25, 2016	39		September 15, 2016
	October 24, 2016	0.26		November 17, 2016	39		December 8, 2016

In addition, in February 2019, the Executive Committee, acting on behalf of the Board of Directors, declared a quarterly cash dividend of $0.32 per share of outstanding common stock payable on March 27, 2019 to the stockholders of record as of the close of business on March 7, 2019. Future declarations of dividends are subject to final determination by our Board of Directors.

Accumulated Other Comprehensive Income (Loss)

The balance for each class of accumulated other comprehensive loss as of December 31, 2018 and 2017 is as follows:



	December 31,
	2018			2017
	(In millions)
Foreign currency translation adjustments, net of tax⁽¹⁾	$	(220	)	$	(142	)
Net unrealized loss on available for sale securities, net of tax⁽²⁾	—			(7		)
Accumulated other comprehensive loss	$	(220	)	$	(149	)

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(1)

Foreign currency translation adjustments, net of tax, includes foreign currency transaction losses at December 31, 2018 of $27 million ($35 million before tax) and foreign currency transaction losses at December 31, 2017 of $45 million ($71 million before tax) associated with our 2.5% Notes. The 2.5% Notes are Euro-denominated debt designated as hedges of certain of our Euro-denominated net assets. See NOTE 2 — Significant Accounting Policies for more information.


(2)	The net unrealized loss on available for sale securities before tax at December 31, 2017 was $9 million, which was reclassified to retained earnings as of January 1, 2018 upon adoption of the relevant new accounting guidance.

Non-redeemable Non-controlling Interests

In August 2018, we purchased the remaining 25% minority equity interest in AAE Travel Pte. Ltd., the joint venture formed by Air Asia and Expedia Group in March 2011. Prior to this transaction, we held a 75% controlling interest in the joint venture since 2015. The cash consideration was approximately $62 million.

As of December 31, 2018 and 2017, our ownership interest in trivago was approximately 59.5% and 59.6%.

Amounts paid in excess of the respective non-controlling interest were recorded to additional paid-in capital. The following table shows the effects of the changes in non-controlling interest on our equity for the respective periods, in millions:



	2018			2017		2016
Net income attributable to Expedia Group, Inc.	$	406		$	378	$	282
Transfers (to) from the non-controlling interest due to:
Net decrease in Expedia Group, Inc.’s paid-in capital related to Air Asia	(5		)	—		—
Net decrease in Expedia Group, Inc.’s paid-in capital related to trivago IPO	—			—		(32		)
Other	(7		)	3		—
Net transfers from non-controlling interest	(12		)	3		(32		)
Change from net income attributable to Expedia Group, Inc. and transfers from non-controlling interest	$	394		$	381	$	250