Expedia Group Inc
For the period ended Dec 31, 2024. Filed Feb 7, 2025.
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FY2024 · Filed Feb 7, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Exhibits, Consolidated Financial Statements and Financial Statement Schedules
Part IV. Item 15. Exhibits, Consolidated Financial Statements and Financial Statement Schedules
(a)(1)Consolidated Financial Statements
We have filed the consolidated financial statements listed in the Index to Consolidated Financial Statements, Schedules and Exhibits on page F-1 as a part of this report.
(a)(2)Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements or the notes thereto.
(a)(3)Exhibits
The exhibits listed below are filed as part of this Annual Report on Form 10-K.
| ExhibitNo. · FiledHerewith · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Description · Form · SEC File No. · Exhibit · Filing Date | ||||||
| 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 | X | ||||
| 4.2 | Indenture, dated as of December 8, 2015, among Expedia, Inc., as Issuer, the Subsidiary Guarantors from time to time parties thereto and The Bank of New York Mellon Trust Company, 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 September 19, 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 December 20, 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 January 1, 2009 | 10-K | 000-51447 | 10.13 | 2/19/2009 | |
| 10.19* | Amended and Restated Expedia, Inc. Executive Deferred Compensation Plan, effective as of January 1, 2009 | 10-K | 000-51447 | 10.17 | 2/19/2009 | |
| 10.20* | First Amendment of the Executive Deferred Compensation Plan, effective as of December 31, 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 | X | ||||
| 21 | Subsidiaries of the Registrant | X | ||||
| 22 | List of Guarantor Subsidiaries of Expedia Group, Inc. | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | ||||
| 31.1 | Certifications of the Chairman and Senior Executive Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of the Chief Executive Officer (Principal Executive Officer) Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.3 | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1*** | Certification of the Chairman and Senior Executive pursuant Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.2*** | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.3*** | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 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 | |
| 101.INS | Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | X | ||||
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 | |||||
| * | Indicates a management contract or compensatory plan or arrangement. |
|---|---|
| *† | Indicates reference to filing of Liberty Expedia Holdings, Inc. |
| *^ | Indicates reference to filing of Qurate Retail, Inc. |
| *** | Furnished herewith |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.