EXPE 10-K Annual Report Dec. 31, 2024 | Alphaminr

EXPE 10-K Fiscal year ended Dec. 31, 2024

EXPEDIA GROUP, INC.
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TABLE OF CONTENTS
Part I. Item 4printPart II. Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintPart II. Item 5printPart II. Item 6. ReservedprintPart II. Item 6printPart II. Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintPart II. Item 7printPart II. Item 7A. Quantitative and Qualitative Disclosures About Market RiskprintPart II. Item 7AprintPart II. Item 8. Consolidated Financial Statements and Supplementary DataprintPart II. Item 8printPart II. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintPart II. Item 9printPart II. Item 9A. Controls and ProceduresprintPart II. Item 9AprintPart II. Item 9B. Other InformationprintPart II. Item 9BprintPart II. Item 9C. Disclosure Regarding Foreign Jurisdiction That Prevent InspectionsprintPart II. Item 9CprintPart IIIprintPart III. Item 10. Directors, Executive Officers and Corporate GovernanceprintPart III. Item 10printPart III. Item 11. Executive CompensationprintPart III. Item 11printPart III. Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintPart III. Item 12printPart III. Item 13. Certain Relationships and Related Transactions, and Director IndependenceprintPart III. Item 13printPart III. Item 14. Principal Accounting Fees and ServicesprintPart III. Item 14printPart IV. Item 15. Exhibits, Consolidated Financial Statements and Financial Statement SchedulesprintPart IV. Item 15printPart IV. Item 16. Form 10-k SummaryprintPart IV. Item 16printNote 1 Organization and Basis Of PresentationprintNote 2 Significant Accounting PoliciesprintNote 3 Fair Value MeasurementsprintNote 4 Property and Equipment, NetprintNote 5 LeasesprintNote 6 Goodwill and Intangible Assets, NetprintNote 7 DebtprintNote 8 Employee Benefit PlansprintNote 9 Stock-based Awards and Other Equity InstrumentsprintNote 10 Income TaxesprintNote 11 Capital StockprintNote 12 Earnings Per ShareprintNote 13 Restructuring and Related Reorganization ChargesprintNote 14 Other Income (expense)printNote 15 Commitments and ContingenciesprintNote 16 Related Party TransactionsprintNote 17 Segment InformationprintNote 18 Valuation and Qualifying AccountsprintNote 19 Subsequent Eventsprint

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Expedia Group, Inc., dated as of December 3, 2019 8-K 001-37429 3.1 12/4/2019 3.2 Amended and Restated By-Laws of Expedia Group, Inc., effective as of December 13, 2023 8-K 001-37429 3.1 12/15/2023 4.1 Description of Securities 4.2 Indenture, dated as of December8, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon TrustCompany, N.A., as Trustee, governing the 5.000%Senior Notes due 2026 8-K 001-37429 4.1 12/8/2015 4.3 Indenture, dated as of September 21, 2017, among Expedia, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association, as Trustee, governing the 3.800% Senior Notes due 2028 8-K 001-37429 4.1 9/21/2017 4.4 Indenture, dated as of September19, 2019, among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association, as Trustee, governing the 3.25% Senior Notes due 2030. 8-K 001-37429 4.1 9/20/2019 4.5 Indenture, dated as of May 5, 2020, among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the 6.250% Notes due 2025 8-K 001-37429 4.1 5/5/2020 4.6 Indenture, dated as of July 14, 2020, among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the 4.625% Senior Notes due 2027 8-K 001-37429 4.2 7/15/2020 4.7 Indenture, dated as of February 19, 2021 among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the 0% Convertible Notes due 2026 8-K 001-37429 4.1 2/19/2021 4.8 Indenture, dated as of March 3, 2021, among Expedia Group, Inc., the Subsidiary Guarantors from time to time parties thereto and U.S. Bank National Association governing the 2.95% Senior Notes due 2031 8-K 001-37429 4.1 3/3/2021 10.1 Tax Sharing Agreement by and between Expedia, Inc. and TripAdvisor, Inc., dated as of December20, 2011 8-K 000-51447 10.2 12/27/2011 10.2 Second Amended and Restated Governance Agreement by and between Expedia Group, Inc. and Barry Diller, dated as of April 15, 2019 8-K 001-37429 10.3 4/16/2019 10.3 Amendment No. 1 to Second Amended and Restated Governance Agreement by and between Expedia Group, Inc. and Barry Diller, dated as of April 10, 2020 8-K 001-3749 10.1 4/10/2020 10.4 Assumption and Joinder Agreement to Tax Sharing Agreement by and among Expedia Group, Inc., Liberty Expedia Holdings, Inc. and Qurate Retail, Inc., dated as of April 15, 2019 8-K 001-37429 10.7 4/16/2019 10.5 Tax Sharing Agreement, by and between Liberty Interactive Corporation and Liberty Expedia Holdings, Inc., dated as of November 4, 2016 8-K*^ 001-33982 10.1 11/7/2016 10.6 Assumption and Joinder Agreement to Reorganization Agreement by and among Expedia Group, Inc., Liberty Expedia Holdings, Inc. and Qurate Retail, Inc., dated as of April 15, 2019 8-K 001-37429 10.10 4/16/2019 10.7 Reorganization Agreement by and between Liberty Interactive Corporation and Liberty Expedia Holdings, Inc., dated as of October 26, 2016 POS-AM* 333-210377 2.1 11/4/2016 10.8 Credit Agreement, dated as of April 14, 2022, by and among Expedia Group, Inc. and certain of its Subsidiaries, as Borrowers, the Lenders thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent 8-K 001-37429 10.1 4/18/2022 10.9 First Amendment, dated as of April 12, 2023, to the Credit Agreement dated as of April 14, 2022, among Expedia Group, Inc. and certain of its Subsidiaries, as Borrowers, the Lenders thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent 10-Q 001-37429 10.1 5/5/2023 10.10* Sixth Amended and Restated Expedia Group, Inc. 2005 Stock and Annual Incentive Plan 8-K 001-37429 10.1 6/2/2023 10.11* HomeAway, Inc. 2011 Equity Incentive Plan S-8 333-208548 99.1 12/15/2015 10.12* Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and Restated 8-K 001-37429 10.2 6/2/2023 10.13* Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, As Amended and Restated 8-K 001-37429 10.3 6/2/2023 10.14* Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement (Directors) 10-K 001-37429 10.34 2/12/2021 10.15* Form of Expedia Group, Inc. Stock Option Agreement 10-Q 001-37429 10.2 5/3/2019 10.16* Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement 10-K/A 001-37429 10.64 4/29/2020 10.17* Form of Expedia Group, Inc. 2020 Performance Stock Unit Agreement 10-K/A 001-37429 10.65 4/29/2020 10.18* Amended and Restated Expedia, Inc. Non-Employee Director Deferred Compensation Plan, effective as of January1, 2009 10-K 000-51447 10.13 2/19/2009 10.19* Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January1, 2009 10-K 000-51447 10.17 2/19/2009 10.20* First Amendment of the Executive Deferred Compensation Plan, effective as of December31, 2014 10-K 000-51447 10.20 2/6/2015 10.21* Amended and Restated Employment Agreement between Robert J. Dzielak and Expedia, Inc., effective March 3, 2018 8-K 001-37429 10.1 3/7/2018 10.22* Stock Option Agreement between Robert Dzielak and Expedia, Inc., effective March 2, 2018 (Performance-Based Options) 10-Q 001-37429 10.6 4/27/2018 10.23* Stock Option Agreement between Robert Dzielak and Expedia, Inc., effective March 2, 2018 (Cliff Vest Options) 10-Q 001-37429 10.7 4/27/2018 10.24* Employment Agreement between Peter Kern and Expedia, Inc., effective February 25, 2021 8-K 001-37429 10.1 2/26/2021 10.25* Stock Option Agreement between Peter Kern and Expedia Group, Inc., dated as of February 25, 2021 8-K 001-37429 10.2 2/26/2021 10.26* Restricted Stock Unit Agreement between Peter Kern and Expedia Group, Inc., dated as of February 25, 2021 8-K 001-37429 10.3 2/26/2021 10.27* Employment Agreement between Julie Whalen and Expedia, Inc., dated September 13, 2022 8-K 001-37429 10.2 9/14/2022 10.28* Employment Agreement between Ariane Gorin and Expedia, Inc., effective February 7, 2024 8-K 001-37429 10.1 2/8/2024 10.29* Employment Agreement Between Scott Schenkel and Expedia, Inc., effective December 18, 2024 8-K 001-37429 10.1 12/19/2024 19 Expedia Group, Inc. Securities Trading Policy 21 Subsidiaries of the Registrant 22 List of Guarantor Subsidiaries of Expedia Group, Inc. 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certifications of the Chairman and Senior Executive Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of theChief Executive Officer(Principal Executive Officer) Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.3 Certification of the Chief Financial Officer (Principal Financial Officer) pursuant Section302 of the Sarbanes-Oxley Act of 2002 32.1*** Certification of the Chairman and Senior Executive pursuant Section906 of the Sarbanes-Oxley Act of 2002 32.2*** Certification of theChief Executive Officer(Principal Executive Officer) pursuant Section906 of the Sarbanes-Oxley Act of 2002 32.3*** Certification of the Chief Financial Officer (Principal Financial Officer) pursuant Section906 of the Sarbanes-Oxley Act of2002 97 Expedia Group, Inc. Incentive Compensation Clawback Policy, dated September 13, 2023 10-K 001-37429 97 2/8/2024 99.1 Order and Final Judgment, entered January 19, 2022 10-K 001-37429 99.1 2/10/2022 99.2 Stipulation of Compromise and Settlement, dated November 2, 2021 10-K 001-37429 99.2 2/10/2022