EXPE 10-K Annual Report Dec. 31, 2018 | Alphaminr
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EXPE 10-K Fiscal year ended Dec. 31, 2018

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EXPEDIA GROUP, INC.
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TABLE OF CONTENTS
Part I. Item 4Part II. Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesPart II. Item 5Part II. Item 6. Selected Financial DataPart II. Item 6Note 11 Redeemable Non-controlling InterestsPart II. Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsPart II. Item 7Note 2 Significant Accounting PoliciesNote 16 Commitments and ContingenciesNote 9 Stock-based Awards and Other Equity InstrumentsNote 4 Fair Value MeasurementsNote 18 Segment InformationNote 10 Income TaxesNote 12 Stockholders EquityNote 17 Related Party TransactionsPart II. Item 7A. Quantitative and Qualitative Disclosures About Market RiskPart II. Item 7APart II. Item 8. Consolidated Financial Statements and Supplementary DataPart II. Item 8Part II. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosurePart II. Item 9Part II. Item 9A. Controls and ProceduresPart II. Item 9APart II. Item 9B. Other InformationPart II. Item 9BPart IIIPart III. Item 10. Directors, Executive Officers and Corporate GovernancePart III. Item 10Part III. Item 11. Executive CompensationPart III. Item 11Part III. Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersPart III. Item 12Part III. Item 13. Certain Relationships and Related Transactions, and Director IndependencePart III. Item 13Part III. Item 14. Principal Accounting Fees and ServicesPart III. Item 14Part IV. Item 15. Exhibits, Consolidated Financial Statements and Financial Statement SchedulesPart IV. Item 15Part IV. Item 16. Form 10-k SummaryPart IV. Item 16Note 1 Organization and Basis Of PresentationNote 13 Earnings Per ShareNote 3 Acquisitions and Other InvestmentsNote 5 Property and Equipment, NetNote 6 Goodwill and Intangible Assets, NetNote 7 DebtNote 21 Guarantor and Non-guarantor Supplemental Financial InformationNote 8 Employee Benefit PlansNote 14 Restructuring and Related Reorganization ChargesNote 15 Other Income (expense)Note 19 Valuation and Qualifying AccountsNote 20 Quarterly Financial Information (unaudited)

Exhibits

1.1 Underwriting Agreement, dated Expedia, Inc., as Issuer, the Guarantors party thereto, and BNP Paribas, Goldman, Sachs & Co., J.P. Morgan Securities plc, as Representatives of the several Underwriters (relating to the Fourth Supplemental Indenture on Exhibit 4.6) 8-K 000-51447 1.1 6/3/2015 2.1 Share Purchase Agreement, dated as of December21, 2012, by and among Expedia, Inc., trivago GmbH, a wholly owned subsidiary of Expedia and the shareholders of trivago GmbH party thereto. 8-K 000-51447 2.1 12/21/2012 2.2 Shareholders Agreement, dated as of December21, 2012 by and among trivago GmbH, Expedia, Inc., a wholly owned subsidiary of Expedia and certain shareholders of trivago GmbH. 8-K 000-51447 2.2 12/21/2012 2.3 Purchase and Sale Agreement (Cruise), dated March10, 2015, by and between Immunex Corporation and Cruise, LLC 8-K 000-51447 10.1 4/2/2015 2.4 First Amendment to Purchase and Sale, dated March25, 2015, by and between Immunex Corporation and Cruise, LLC 8-K 000-51447 10.2 4/2/2015 2.5 Share Purchase Agreement, dated May22, 2015, by and among Expedia, Inc., Expedia Asia Pacific- Alpha Limited, Ctrip.com International, Ltd., C-Travel International Limited, Luxuriant Holdings Limited, Keystone Lodging Holdings Limited and Plateno Group Limited 8-K 000-51447 2.1 5/22/2015 3.1 Restated Certificate of Incorporation of Expedia Group, Inc. 8-K 000-51447 3.2 3/27/2018 3.2 Expedia Group, Inc. General By-Laws Amended and Restated as of March 26, 2018 8-K 000-51447 3.3 3/27/2018 4.1 Indenture, dated as of August5, 2010, 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 Expedia, Inc.s 5.95%Senior Notes due 2020 8-K 000-51447 4.1 8/10/2010 4.2 Ninth Supplemental Indenture, dated as of September 30, 2016, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee 8-K 001-37429 4.1 10/3/2016 4.3 Indenture, dated as of August13, 2014, 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 8-K 000-51447 4.1 8/18/2014 4.4 First Supplemental Indenture, dated as of August18, 2014, among Expedia, Inc., the Subsidiary Guarantors party thereto and The Bank of New York TrustCompany, N.A., as Trustee, governing Expedia, Inc.s 4.500%Senior Notes due 2024 8-K 000-51447 4.2 8/18/2014 4.5 Fourth Supplemental Indenture, dated as of June3, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon TrustCompany, N.A., as Trustee, governing Expedia, Inc.s 2.500%Senior Notes due 2022 8-K 000-51447 4.2 6/3/2015 4.6 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 Expedia, Inc.s 5.000%Senior Notes due 2026 8-K 001-37429 4.1 12/8/2015 4.7 Indenture, dated as of September 21, 2017, among Expedia, Inc., the guarantors party thereto and U.S. Bank National Association 8-K 001-37429 4.1 9/21/2017 10.1 Amended and Restated Governance Agreement among Expedia, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December20, 2011 8-K 000-51447 10.1 12/27/2011 10.2 Assignment and Assumption of Governance Agreement, among Liberty Expedia holdings, Inc., LEXE Marginco, LLC, LEXEB, LLC, Liberty Interactive Corporation, Barry Diller and Expedia, Inc., dated as of November 4, 2016 8-K* 001-37938 10.6 11/7/2016 10.3 Amended and Restated Stockholders Agreement between Liberty Interactive Corporation and Barry Diller, dated as of December20, 2011 10-K 000-51447 10.11 2/10/2012 10.4 Assignment and Assumption of Stockholders Agreement, by and among Liberty Expedia Holdings, Inc., Liberty Interactive Corporation and Barry Diller, dated November 4, 2016 8-K* 001-37938 10.7 11/7/2016 10.5 Amendment No. 1 to Stockholders Agreement, by and between Liberty Expedia Holdings, Inc. and Barry Diller, dated November 4, 2016 8-K* 001-37938 10.8 11/7/2016 10.6 Letter Agreement, dated as of March 6, 2018, by and among Liberty Expedia Holdings, Inc., Liberty Interactive Corporation, Barry Diller, John C. Malone and Leslie Malone. 8-K* 001-37938 10.1 3/7/2018 10.7 Amended and Restated Transaction Agreement, by and among Liberty Interactive Corporation, Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of September 22, 2016 S-4/A* 333-210377 10.13 9/23/2016 10.8 Assignment Agreement, by and between Barry Diller and Liberty Expedia Holdings, Inc., dated November 4, 2016 8-K* 001-37938 10.10 11/7/2016 10.9 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 10.10 Services Agreement by and between HomeAway.com, Inc. and Keystone Strategy LLC, dated April 1, 2017 10-Q 001-37429 10.1 7/28/2017 10.11 Amended and Restated Credit Agreement dated as of September5, 2014, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company; Hotwire, Inc., a Delaware corporation, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent 8-K 000-51447 10.1 9/11/2014 10.12 First Amendment, dated as of February 4, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent 8-K 001-37429 10.1 2/8/2016 10.13 Second Amendment, dated as December 22, 2016, among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent 10-K 001-37429 10.14 2/10/2017 10.14 Third Amendment, dated as of April 25, 2017, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent 10-Q 001-37429 10.1 4/28/2017 10.15 Fourth Amendment, dated as of May 31, 2018, among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent. 8-K 001-37429 10.1 6/1/2018 10.16 Fifth Amendment, dated as of September 10, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent 10-Q 001-37429 10.1 10/26/2018 10.17 Sixth Amendment, dated as of December 28, 2018, to the Amended and Restated Credit Agreement dated as of September 5, 2014 among Expedia Group, Inc., a Delaware corporation, Expedia, Inc., a Washington corporation, Travelscape, LLC, a Nevada limited liability company, Hotwire, Inc., a Delaware corporation, the other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent 10.18 Office Building Lease by and between Tower 333 LLC, a Delaware limited liability company, and Expedia, Inc., a Washington corporation, dated June25, 2007 10-Q 000-51447 10.1 8/3/2007 10.19* Fourth Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan DEF14A 001-37429 App.A 8/23/2016 10.20* Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan S-8 333-206990 99.1 9/17/2015 10.21* HomeAway, Inc. 2011 Equity Incentive Plan S-8 333-208548 99.10 12/15/2015 10.22* Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and Restated 10.23* Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, As Amended and Restated 10.24* Form of Expedia, Inc. Restricted Stock Unit Agreement (Directors) 10-Q 000-51447 10.1 8/1/2014 10.25* Form of Expedia, Inc. Restricted Stock Unit Agreement 10-K 001-37429 10.22 2/10/2017 10.26* Form of Expedia Group, Inc. Restricted Stock Unit Agreement 10-Q 001-37429 10.1 4/27/2018 10.27* Form of Expedia, Inc. Stock Option Agreement 10-K 001-37429 10.23 2/10/2017 10.28* Form of Expedia Group, Inc. Stock Option Agreement 10-Q 001-37429 10.2 4/27/2018 10.29* Form of Expedia, Inc. 2018 Performance-Based Stock Option Agreement 10-Q 001-37429 10.3 4/27/2018 10.30* 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 10.31* Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January1, 2009 10-K 000-51447 10.17 2/19/2009 10.32* First Amendment of the Executive Deferred Compensation Plan, effective as of December31, 2014 10-K 000-51447 10.20 2/6/2015 10.33* Employment Agreement between Mark Okerstrom and Expedia, Inc., effective September 15, 2017 8-K/A 001-37429 10.1 9/21/2017 10.34* Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March7, 2016 8-K 001-37429 10.2 3/9/2016 10.35* Expedia, Inc. Stock Option Agreement for Mark D. Okerstrom, dated as of March7, 2016 (Performance Options) 8-K 001-37429 10.3 3/9/2016 10.36* Stock Option Agreement between Mark Okerstrom and Expedia, Inc., effective September 15, 2017 (Performance Options) 8-K/A 001-37429 10.2 9/21/2017 10.37* Stock Option Agreement between Mark D. Okerstrom and Expedia, Inc., effective as of March 2, 2018 (Performance-Based Options) 10-Q 001-37429 10.4 4/27/2018 10.38* Employment Agreement between Alan Pickerill and Expedia, Inc., effective September 15, 2017 8-K/A 001-37429 10.3 9/21/2017 10.39* Stock Option Agreement between Alan R. Pickerill and Expedia, Inc., effective as of March 2, 2018 (Performance-Based Options) 10-Q 001-37429 10.5 4/27/2018 10.40* 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 10.41* Stock Option Agreement between Robert J. Dzielak and Expedia, Inc., effective March 2, 2018 (Performance-Based Options) 10-Q 001-37429 10.6 4/27/2018 10.42* Stock Option Agreement between Robert J. Dzielak and Expedia, Inc., effective March 2, 2018 (Cliff Vest Options) 10-Q 001-37429 10.7 4/27/2018 10.43* Equity Treatment Agreement between Dara Khosrowshahi and Expedia, Inc., effective September 20, 2017 8-K/A 001-37429 10.4 9/21/2017 10.44* Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March31, 2015 (Performance Options) 8-K 000-51447 10.3 4/1/2015 10.45* Expedia Group, Inc. Restricted Stock Unit Agreement between Peter M. Kern and Expedia Group, Inc., dated as of August 17, 2018 10.46* Form Expedia, Inc. Stock Option Agreement 21 Subsidiaries of the Registrant 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 the Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.3 Certification of the Chief 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 the Chief Executive Officer pursuant Section906 of the Sarbanes-Oxley Act of 2002 32.3*** Certification of the Chief Financial Officer pursuant Section906 of the Sarbanes-Oxley Act of2002