EXPE 10-K Annual Report Dec. 31, 2020 | Alphaminr
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EXPE 10-K Fiscal year ended Dec. 31, 2020

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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 6Part II. Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsPart II. Item 7Part 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 2 Significant Accounting PoliciesNote 3 Fair Value MeasurementsNote 4 Property and Equipment, NetNote 5 LeasesNote 6 Goodwill and Intangible Assets, NetNote 7 DebtNote 8 Employee Benefit PlansNote 9 Stock-based Awards and Other Equity InstrumentsNote 10 Income TaxesNote 11 Capital StockNote 12 Earnings Per ShareNote 13 Restructuring and Related Reorganization ChargesNote 14 Other Income (expense)Note 15 Commitments and ContingenciesNote 16 Acquisitions, Other Investments and DivestituresNote 17 Liberty Expedia Holdings TransactionNote 18 Related Party TransactionsNote 19 Segment InformationNote 20 Valuation and Qualifying AccountsNote 21 Quarterly Financial Information (unaudited)

Exhibits

1.1 Underwriting Agreement, dated as of May 28, 2015, 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 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 2.4 Agreement and Plan of Merger by and among Expedia Group, Inc., LEMS II Inc., LEMS I LLC and Liberty Holdings, Inc., dated as of April 15, 2019 8-K 001-37429 2.1 4/16/2019 2.5 Amendment No. 1 to Agreement and Plan of Merger, by and among Expedia Group, Inc., LEMS I LLC, LEMS II Inc. and Liberty Holdings, Inc., dated as of June 5, 2019 8-K 001-37429 2.1 6/5/2019 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. dated as of April 15, 2019 8-K 001-37429 3.1 4/16/2019 3.3 Certificate of Designations with respect to Series A Preferred Stock 8-K 001-37429 3.1 5/5/2020 4.1 Indenture, dated as of August18, 2014, among Expedia, Inc.,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 4.2 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, governingthe4.500%Senior Notes due 2024 8-K 000-51447 4.2 8/18/2014 4.3 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, governingthe2.500%Senior Notes due 2022 8-K 000-51447 4.2 6/3/2015 4.4 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, governingthe5.000%Senior Notes due 2026 8-K 001-37429 4.1 12/8/2015 4.5 Indenture, dated as of September 21, 2017, among Expedia, Inc., theSubsidiary Guarantorsfrom time to timepartiesthereto 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 4.6 Indenture, dated as of September19, 2019, among Expedia Group, Inc., theSubsidiaryGuarantorsfrom time to timepartiesthereto 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 4.7 Investment Agreement, dated as of April 23, 2020, by and between Expedia Group, Inc. and AP Fort Holdings, L.P. 8-K 001-37429 4.1 4/23/2020 4.8 Investment Agreement, dated as of April 23, 2020, by and between Expedia Group, Inc., SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P. 8-K 001-37429 4.2 4/23/2020 4.9 Indenture, dated as of May 5, 2020, among Expedia Group, Inc., theSubsidiaryGuarantorsfrom time to timepartiesthereto and U.S. Bank National Associationgoverningthe 6.250% Notes 8-K 001-37429 4.1 5/5/2020 4.10 Indenture, dated as of May 5, 2020, among Expedia Group, Inc., theSubsidiaryGuarantorsfrom time to timepartiesthereto and U.S. Bank National Associationgoverningthe 7.000% Notes 8-K 001-37429 4.2 5/5/2020 4.11 Indenture, dated as of July 14, 2020, among Expedia Group, Inc., theSubsidiary Guarantorsfrom time to timepartiesthereto and U.S. Bank National Associationgoverningthe3.600% Senior Notes due 2023 8-K 001-37429 4.1 7/15/2020 4.12 Indenture, dated as of July 14, 2020, among Expedia Group, Inc., theSubsidiaryGuarantorsfrom time to timepartiesthereto and U.S. Bank National Associationgoverning the 4.625% Senior Notes due 2027 8-K 001-37429 4.2 7/15/2020 4.13 Registration Rights Agreement, dated as of July 14, 2020, by and among Expedia Group, Inc., theGuarantors party thereto and J.P. Morgan Securities LLC relating to the 2023 Notes. 8-K 001-37429 4.3 7/15/2020 4.14 Registration Rights Agreement, dated as of July 14, 2020, by and among Expedia Group, Inc., theGuarantors party thereto and J.P. Morgan Securities LLC relating to the 2027 Notes. 8-K 001-37429 4.4 7/15/2020 4.15 Description of Securities 10.1 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 10.2 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 10.3 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 10.4 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 10.5 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 10.6 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 10.7 Fourth Amendment, dated as of May 31, 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 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 10.8 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 10.9 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-K 001-37429 10.17 2/8/2019 10.10 Seventh Amendment, dated as of March 7, 2019, 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 10.16 5/3/2019 10.11 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 10.12 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 10.13 Amendment No. 2 to Amended and Restated Transaction Agreement, by and among Qurate Retail, Inc., Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of April 15, 2019 8-K 001-37429 10.4 4/16/2019 10.14 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 10.15 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 10.16 Assumption Agreement Concerning Transaction Agreement Obligations, by and among Expedia Group, Inc., Liberty Expedia Holdings, Inc., Qurate Retail, Inc., Barry Diller, John C. Malone and Leslie Malone, dated as of April 15, 2019 8-K 001-37429 10.9 4/16/2019 10.17 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 10.18 Reorganization Agreement by and between Liberty Interactive Corporation and the Registrant, dated as of October 26, 2016 POS-AM* 333-210377 2.1 11/4/2016 10.19 Restatement Agreement, dated as of May 4, 2020, among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenderparty thereto and JPMorgan Chase Bank, N.A., as administrative agent and London agent 8-K 001-37429 10.1 5/5/2020 10.20 First Amendment, dated as of July 6, 2020 to the Amended and Restated Credit Agreement among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and London agent 10.21 Second Amendment, dated as of August 5, 2020, to the Amended and Restated Credit Agreement among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and London agent 8-K 001-37429 10.2 8/6/2020 10.22 Third Amendment, dated as of October 1, 2020, to the Amended and Restated Credit Agreement among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and London agent 10.23 Fourth Amendment, dated as of December 22, 2020, to the Amended and Restated Credit Agreement among Expedia Group, Inc., the borrowing subsidiaries party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and London agent 10.24 Registration Rights Agreement, dated as of May 5, 2020, by and among Expedia Group, Inc., AP Fort Holdings, L.P., SLP Fort Aggregator II, L.P. and SLP V Fort Holdings II, L.P. 8-K 001-37429 10.2 5/5/2020 10.25 Credit Agreement dated as of August 5, 2020 among Expedia Group, Inc., Expedia Group International Holdings III, LLC, the Lenders from time to time party hereto and JPMorgan Chase Bank, N.A. as Administrative Agent and London Agent 8-K 001-37429 10.1 8/6/2020 10.26 First Amendment, dated as of October 1, 2020 to the Credit Agreement among Expedia Group, Inc., Expedia Group International Holdings III, LLC, the lenders from time to time party hereto and JPMorgan Chase Bank, N.A. as Administrative Agent and London Agent 10.27 Second Amendment, dated as of December 22, 2020 to the Credit Agreement among Expedia Group, Inc., Expedia Group International Holdings III, LLC, the lenders from time to time party hereto and JPMorgan Chase Bank, N.A. as Administrative Agent and London Agent 10.29* Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan S-8 333-206990 99.1 9/17/2015 10.30* HomeAway, Inc. 2011 Equity Incentive Plan S-8 333-208548 99.1 12/15/2015 10.31* Expedia Group, Inc. 2013 Employee Stock Purchase Plan, as Amended and Restated 10-Q 001-37429 10.3 11/5/2020 10.32* Expedia Group, Inc. 2013 International Employee Stock Purchase Plan, As Amended and Restated 10-Q 001-37429 10.4 11/5/2020 10.33* Form of Expedia, Inc. Restricted Stock Unit Agreement (Directors) 10-Q 000-51447 10.1 8/1/2014 10.34* Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement (Directors) 10.35* Form of Expedia, Inc. Restricted Stock Unit Agreement 10-K 001-37429 10.22 2/10/2017 10.36* Form of Expedia Group, Inc. Restricted Stock Unit Agreement 10-Q 001-37429 10.1 4/27/2018 10.37* Form of Expedia, Inc. Stock Option Agreement 10-K 001-37429 10.23 2/10/2017 10.38* Form of Expedia Group, Inc. Stock Option Agreement 10-Q 001-37429 10.2 4/27/2018 10.39* Form of Expedia, Inc. 2018 Performance-Based Stock Option Agreement 10-Q 001-37429 10.3 4/27/2018 10.40* Form of Expedia Group, Inc. Stock Option Agreement 10-K 001-37429 10.46 2/8/2019 10.41* Form of Expedia Group, Inc. Stock Option Agreement 10-Q 001-37429 10.2 5/3/2019 10.42* Form of Expedia Group, Inc. Restricted Stock Unit Agreement 10-Q 001-37429 10.3 5/3/2019 10.43* Form of Expedia Group, Inc. 2020 Restricted Stock Unit Agreement 10-K/A 001-37429 10.64 4/29/2020 10.44* Form of Expedia Group, Inc. 2020 Performance Stock Unit Agreement 10-K/A 001-37429 10.65 4/29/2020 10.45* 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 10.46* Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January1, 2009 10-K 000-51447 10.17 2/19/2009 10.47* First Amendment of the Executive Deferred Compensation Plan, effective as of December31, 2014 10-K 000-51447 10.2 2/6/2015 10.48* 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 10.49* 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 10.50* 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 10.51* Equity Treatment Agreement between Dara Khosrowshahi and Expedia, Inc., effective September 20, 2017 8-K/A 001-37429 10.4 9/21/2017 10.52* Expedia, Inc. Stock Option Agreement for Dara Khosrowshahi, dated as of March31, 2015 (Performance Options) 8-K 000-51447 10.3 4/1/2015 10.53* Expedia Group, Inc. Restricted Stock Unit Agreement between Peter M. Kern and Expedia Group, Inc., dated as of August 17, 2018 10-K 001-37429 10.45 2/8/2019 10.54* Expedia Group, Inc. Restricted Stock Unit Agreement between Peter M. Kern and Expedia Group, Inc., dated as of March 7, 2019 10-Q 001-37429 10.4 5/3/2019 10.55* Performance Stock Unit Agreement between Peter Kern and Expedia Group, Inc., dated as of February 28, 2020 10-Q 001-37429 10.4 5/21/2020 10.56* Employment Agreement between Eric Hart and Expedia Group, Inc., effective November 1, 2019 10-K 001-37429 10.62 2/14/2020 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 the Vice Chairman (Principal Executive Officer) Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.3 Certification of theChief 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 the Vice Chairman (Principal Executive Officer) pursuant Section906 of the Sarbanes-Oxley Act of 2002 32.3*** Certification of theChief Financial Officer (Principal Financial Officer) pursuant Section906 of the Sarbanes-Oxley Act of2002