Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"), which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. This section supplements the Risk Factors described in the 2021 Form 10-K based on recent developments since the 2021 Form 10-K filing.

We face risks related to the Russian invasion of Ukraine, including from the resulting geopolitical effects.

The Russian invasion of Ukraine has resulted in worldwide geopolitical and macroeconomic uncertainty and led us to suspend the booking of travel services in Russia and Belarus. This led to the loss of new bookings and significant cancellations in these countries. The U.S., U.K., E.U., and others imposed financial and economic sanctions on certain industry sectors and parties in and associated with Russia and Belarus, and additional sanctions continue to be proposed and adopted. Compliance with the evolving sanctions regime is complex and may be subject to heightened regulatory scrutiny, particularly with respect to payments we process.

The conflict and our suspension of travel services in Russia and Belarus may also heighten risks relating to employee safety, cybersecurity incidents or disruptions to our information systems or supply chain, operational costs, reputational damage, and potential retaliatory action by the Russian government or other actors. We cannot predict how and the extent to which the ongoing conflict will affect our operations, customers, or partners. The conflict could continue to adversely affect demand for our services, particularly in nearby areas such as Eastern Europe.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information relating to repurchases of our equity securities during the three months ended March 31, 2022.

ISSUER PURCHASES OF EQUITY SECURITIES

(1) Pursuant to a stock repurchase program announced on May 9, 2019, whereby we were authorized to repurchase up to $15.0 billion of our common stock.

(2) Pursuant to a general authorization, not publicly announced, whereby we are authorized to repurchase shares of our common stock to satisfy employee withholding tax obligations related to stock-based compensation. The table above does not include adjustments during the three months ended March 31, 2022 to previously withheld share amounts (reduction of 6 shares) that reflect changes to the estimates of employee tax withholding obligations.

Repurchase and Dividend Restrictions

Since October 2020, our revolving credit facility has included a covenant that restricts us from declaring and making any cash distribution and repurchasing any of our shares (with certain exceptions including in connection with tax withholding related to shares issued to employees) unless (i) prior to the delivery of financial statements for the three months ending June 30, 2022, we have at least $6.0 billion of liquidity on a pro forma basis, based on unrestricted cash, cash equivalents, short-term investments and unused capacity under our revolving credit facility and (ii) after the delivery of financial statements for the three months ending June 30, 2022, we are in compliance on a pro forma basis with the maximum leverage ratio covenant then in effect. Such restriction ends upon delivery of financial statements required for the three months ending June 30, 2023, or we have the ability to terminate this restriction earlier if we demonstrate compliance with the original maximum leverage ratio covenant in the revolving credit facility. See Note 9 to our Unaudited Consolidated Financial Statements for more information.