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

Effective Date August 11, 2021

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EXPEDIA GROUP, INC.

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PROXIES

DEF 14A	Filed on April 21, 2025
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DEF 14A	Filed on April 30, 2018
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DEF 14A	Filed on Aug. 23, 2016
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DEF 14A	Filed on April 27, 2012
DEF 14A	Filed on April 27, 2010

TABLE OF CONTENTS

Part I. Item 4print Part II. Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securitiesprint Part II. Item 5print Part II. Item 6. Selected Financial Dataprint Part II. Item 6print Note 11 Redeemable Non-controlling Interestsprint Part II. Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Part II. Item 7print Note 2 Significant Accounting Policiesprint Note 16 Commitments and Contingenciesprint Note 9 Stock-based Awards and Other Equity Instrumentsprint Note 4 Fair Value Measurementsprint Note 18 Segment Informationprint Note 10 Income Taxesprint Note 12 Stockholders Equityprint Note 17 Related Party Transactionsprint Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Riskprint Part II. Item 7Aprint Part II. Item 8. Consolidated Financial Statements and Supplementary Dataprint Part II. Item 8print Part II. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosureprint Part II. Item 9print Part II. Item 9A. Controls and Proceduresprint Part II. Item 9Aprint Part II. Item 9B. Other Informationprint Part II. Item 9Bprint Part IIIprint Part III. Item 10. Directors, Executive Officers and Corporate Governanceprint Part III. Item 10print Part III. Item 11. Executive Compensationprint Part III. Item 11print Part III. Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Mattersprint Part III. Item 12print Part III. Item 13. Certain Relationships and Related Transactions, and Director Independenceprint Part III. Item 13print Part III. Item 14. Principal Accounting Fees and Servicesprint Part III. Item 14print Part IV. Item 15. Exhibits, Consolidated Financial Statements and Financial Statement Schedulesprint Part IV. Item 15print Part IV. Item 16. Form 10-k Summaryprint Part IV. Item 16print Note 1 Organization and Basis Of Presentationprint Note 13 Earnings Per Shareprint Note 3 Acquisitions and Other Investmentsprint Note 5 Property and Equipment, Netprint Note 6 Goodwill and Intangible Assets, Netprint Note 7 Debtprint Note 21 Guarantor and Non-guarantor Supplemental Financial Informationprint Note 8 Employee Benefit Plansprint Note 14 Restructuring and Related Reorganization Chargesprint Note 15 Other Income (expense)print Note 19 Valuation and Qualifying Accountsprint Note 20 Quarterly Financial Information (unaudited)print

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

* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.

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