Document
false--12-31Q120200001324424 0001324424 2020-01-01 2020-03-31 0001324424 exch:XNGS 2020-01-01 2020-03-31 0001324424 us-gaap:CommonClassBMember 2020-05-08 0001324424 us-gaap:CommonStockMember 2020-05-08 xbrli:shares


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-Q/A
Amendment No.1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2020
OR 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-37429
 
 
 
EXPEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
20-2705720
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
1111 Expedia Group Way W.
Seattle, WA 98119
(Address of principal executive office) (Zip Code)
(206) 481-7200
(Registrant’s telephone number, including area code)
__________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes         No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
  
Accelerated filer
 
Non-accelerated filer
 
  
Smaller reporting company
 
Emerging growth company
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes      No  
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
Common stock, $0.0001 par value
 
EXPE
 
The Nasdaq Global Select Market
Expedia Group, Inc. 2.500% Senior Notes due 2022
 
EXPE22
 
New York Stock Exchange
The number of shares outstanding of each of the registrant’s classes of common stock as of May 8, 2020 was:
 
Common stock, $0.0001 par value per share
 
135,459,390

shares
 
Class B common stock, $0.0001 par value per share
 
5,523,452

shares
 
 
 
 
 




EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of Expedia Group, Inc. (the “Company”) for the quarter ended March 31, 2020 that was filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2020 (the “Form 10-Q”) is to add this Explanatory Note disclosing that, as previously disclosed in the Company’s Current Report on Form 8-K as filed with the SEC on April 23, 2020 (the “Form 8-K”) and in accordance with the SEC’s March 4, 2020 Order (Release No. 34-88318), as modified on March 25, 2020 (Release No. 34-88465) (the “Order”), the Company (i) is relying on the relief provided by the Order in connection with the filing of the Form 10-Q and (ii) was unable to file the Form 10-Q on its customary schedule because the Company’s operations and business experienced significant and unprecedented disruption due to conditions surrounding the COVID-19 pandemic, including temporary closure of the Company’s corporate headquarters and employees working remotely. As indicated above, the Company filed the Form 10-Q on May 21, 2020, which was within the permissible extended filing deadline pursuant to the Order and the estimated filing timeline in the Form 8-K.

In addition, Part II, Item 6 of the Form 10-Q is hereby amended and restated in its entirety. No other changes have been made to the Quarterly Report. This Amendment speaks as of the original filing date of the Quarterly Report, does not reflect events that may have occurred subsequent to the original filing date, and other than as set forth above, does not modify or update in any way disclosures made in the original Quarterly Report.

2



Part II. Item 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q/A.
Exhibit
No.
Exhibit Description
Filed
Herewith
 
Incorporated by Reference
 
 
Form
SEC File No.
Exhibit
Filing Date
 
 
 
 
 
 
 
3.1
 
8-K
001-3749
3.1
5/5/2020
 
 
 
 
 
 
 
4.1
 
8-K
001-3749
4.1
4/23/2020
 
 
 
 
 
 
 
4.2
 
8-K
001-3749
4.2
4/23/2020
 
 
 
 
 
 
 
4.3
 
8-K
001-3749
4.1
5/5/2020
 
 
 
 
 
 
 
4.4
 
8-K
001-3749
4.2
5/5/2020
 
 
 
 
 
 
 
10.1
 
8-K
001-3749
10.1
4/10/2020
 
 
 
 
 
 
 
10.2
 
8-K
001-3749
10.1
5/5/2020
 
 
 
 
 
 
 
10.3
 
8-K
001-3749
10.2
5/5/2020
 
 
 
 
 
 
 
10.4*
 
10-Q
001-3749
10.4
5/21/2020
 
 
 
 
 
 
 
22
 
10-Q
001-3749
22
5/21/2020
 
 
 
 
 
 
 
31.1
 
10-Q
001-3749
31.1
5/21/2020
 
 
 
 
 
 
 
31.2
 
10-Q
001-3749
31.2
5/21/2020
 
 
 
 
 
 
 
31.3
 
10-Q
001-3749
31.3
5/21/2020
 
 
 
 
 
 
 
31.4
X
 
 
 
 
 
 
 
 
 
 
 
31.5
X
 
 
 
 
 
 
 
 
 
 
 
31.6
X
 
 
 
 
 
 
 
 
 
 
 
32.1
 
10-Q
001-3749
32.1
5/21/2020
 
 
 
 
 
 
 
32.2
 
10-Q
001-3749
32.2
5/21/2020
 
 
 
 
 
 
 
32.3
 
10-Q
001-3749
32.3
5/21/2020
 
 
 
 
 
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
X
 
 
 
 
* Indicates a management contract or compensatory plan or agreement.

3



Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
June 4, 2020
Expedia Group, Inc.
 
 
 
 
By:
/s/ ERIC HART
 
 
Eric Hart
 
 
Chief Financial Officer

4
Exhibit


Exhibit 31.4
Certification
I, Barry Diller, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Expedia Group, Inc.; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 

Date:
June 4, 2020
 
/s/ BARRY DILLER
 
 
 
Barry Diller
 
 
 
Chairman and Senior Executive



Exhibit


Exhibit 31.5
Certification
I, Peter M. Kern, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Expedia Group, Inc.; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 

Date:
June 4, 2020
 
/s/ PETER M. KERN
 
 
 
Peter M. Kern
 
 
 
Vice Chairman and Chief Executive Officer



Exhibit


Exhibit 31.6
Certification
I, Eric Hart, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Expedia Group, Inc.; and
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 

Date:
June 4, 2020
 
/s/ ERIC HART
 
 
 
Eric Hart
 
 
 
Chief Financial Officer